8-K
Cornerstone OnDemand Inc false 0001401680 0001401680 2020-06-25 2020-06-25

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

June 25, 2020

Date of Report

(Date of earliest event reported)

 

Cornerstone OnDemand, Inc.

(Exact name of registrant as specified in its charter)

 

Commission File Number 001-35098

Delaware

 

13-4068197

(State or other jurisdiction of

incorporation or organization)

 

(IRS Employer

Identification No.)

1601 Cloverfield Blvd.

Suite 620 South

Santa Monica, CA 90404

(Address of principal executive offices, including zip code)

(310) 752-0200

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, par value $0.0001 per share

 

CSOD

 

Nasdaq Stock Market LLC

(Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 


Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 25, 2020, Cornerstone OnDemand, Inc. (the “Company”) held the 2020 annual meeting of stockholders (the “Annual Meeting”). Present at the Annual Meeting virtually or by proxy were holders of 55,786,412 shares of the Company’s common stock, representing 87.49% of the voting power of the shares of the Company’s common stock outstanding as of April 27, 2020, the record date for the Annual Meeting, and constituting a quorum for the transaction of business. The matters before the Annual Meeting are described in more detail in the definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 28, 2020, as supplemented on May 11, 2020 and June 5, 2020 (collectively, the “Proxy Statement”).

Proposal 1 – Election of Directors.

The following nominees were elected as directors to serve until the next annual meeting of stockholders and until their respective successors are duly elected and qualified:

Nominee

 

Votes For

 

Votes Withheld

 

Broker Non-Votes

Dean Carter

 

48,909,174

 

1,532,537

 

5,344,701

Richard Haddrill

 

50,289,499

 

152,212

 

5,344,701

Adam L. Miller

 

50,188,805

 

252,906

 

5,344,701

Joseph Osnoss

 

49,248,734

 

1,192,977

 

5,344,701

Elisa A. Steele

 

49,960,251

 

481,460

 

5,344,701

Steffan C. Tomlinson

 

49,783,276

 

658,435

 

5,344,701

Proposal 2 – Advisory Vote on the Compensation of Named Executive Officers.

The compensation of the Company’s named executive officers was approved, on an advisory basis, by the stockholders by the vote set forth in the table below:

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

49,633,848

 

782,710

 

25,153

 

5,344,701

Proposal 3 – Ratification of the Appointment of Independent Registered Public Accounting Firm.

The appointment of PricewaterhouseCoopers LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020 was ratified by the stockholders by the vote set forth in the table below:

Votes For

 

Votes Against

 

Abstentions

55,069,953

 

701,075

 

15,384


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Cornerstone OnDemand, Inc.

 

/s/ Adam Weiss

Adam Weiss

Chief Administrative Officer & General Counsel

Date: June 29, 2020

v3.20.2
Document and Entity Information
Jun. 25, 2020
Cover [Abstract]  
Entity Registrant Name Cornerstone OnDemand Inc
Amendment Flag false
Entity Central Index Key 0001401680
Document Type 8-K
Document Period End Date Jun. 25, 2020
Entity File Number 001-35098
Entity Incorporation State Country Code DE
Entity Tax Identification Number 13-4068197
Entity Address, Address Line One 1601 Cloverfield Blvd.
Entity Address, Address Line Two Suite 620 South
Entity Address, City or Town Santa Monica
Entity Address, State or Province CA
Entity Address, Postal Zip Code 90404
City Area Code (310)
Local Phone Number 752-0200
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Common Stock, par value $0.0001 per share
Trading Symbol CSOD
Security Exchange Name NASDAQ
Entity Emerging Growth Company false