On June 17, 2009, DealerTrack Holdings, Inc. (the "Company") held its 2009 Annual Meeting of Stockholders. At the annual meeting, the stockholders approved a proposal to amend and restate the Company's Second Amended and Restated 2005 Incentive Award Plan (the "Plan") to, among other things, increase the aggregate number of shares of common stock authorized for issuance under the Plan by 4.9 million shares and allow a one-time option exchange program for employees other than executive officers and directors. The Company's directors and executive officers are still eligible to receive awards under the Plan. A full description of the Plan can be found in the Company's definitive proxy statement filed on May 13, 2009, which description is incorporated herein by reference. A copy of the Plan is attached hereto as Exhibit 10.1 and incorporated herein by reference.

(d) Exhibits.

Exhibit No.       Description

10.1              Third Amended and Restated DealerTrack Holdings, Inc. 2005
                  Incentive Award Plan (incorporated by reference to Exhibit I to
                  the Company's definitive proxy statement filed on May 13, 2009).