SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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|(Nasdaq Global Select Market)|
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|Item 5.02|| |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Director
On December 15, 2020, Marcus S. Ryu, a director of Cornerstone OnDemand, Inc. (the “Company”), resigned as a member of the Company’s Board of Directors (the “Board”), which resignation became effective on December 16, 2020.
Mr. Ryu’s resignation was not the result of any disagreement or dispute with the Company. Prior to his resignation, Mr. Ryu was the chairperson of the Nominating and Corporate Governance Committee of the Board.
Appointment of New Directors
On December 16, 2020, the Board increased the size of the Board to 11 members and appointed each of Felicia Alvaro and Nancy Altobello to serve as a director effective immediately after Mr. Ryu’s resignation became effective. Each of Ms. Alvaro and Ms. Altobello will serve as a director until the Company’s 2021 annual meeting of stockholders. The Board also appointed Ms. Alvaro as a member of the Audit Committee of the Board.
In connection with their appointments as directors and pursuant to the Company’s non-employee director compensation policy, the Board granted each of Ms. Alvaro and Ms. Altobello a restricted stock unit award to acquire 9,274 shares of the Company’s common stock, which has a target value of $400,000. The restricted stock unit awards will vest over a three-year period with 1/3 of the restricted stock units scheduled to vest on each of the first three anniversaries of the grant date, subject to their continued service on the Board on each applicable vesting date. The restricted stock unit awards are subject to the terms and conditions of the Company’s 2010 Equity Incentive Plan and its related agreements. Following their appointment to the Board, Ms. Alvaro and Ms. Altobello will participate in the compensation program applicable to all non-employee directors, consisting of an annual cash retainer of $40,000, additional annual grant retainers for service on a Board committee (including $10,000 for service on the Audit Committee), and an annual grant of a restricted stock award valued at $220,000.
The Company also entered into its standard form of indemnification agreement with each of Ms. Alvaro and Ms. Altobello upon their appointment to the Board.
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.|
Chief Administrative Officer & General Counsel
Date: December 17, 2020