Cornerstone OnDemand Inc false 0001401680 0001401680 2021-01-13 2021-01-13





Washington, D.C. 20549









January 13, 2021

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





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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 13, 2021, the board of directors of Cornerstone OnDemand, Inc. appointed Chirag Shah as Chief Financial Officer and principal financial officer, effective February 1, 2021. Mr. Shah succeeds Trish Coughlin, who stepped down as interim Chief Financial Officer upon the effectiveness of Mr. Shah’s appointment. Ms. Coughlin will resume the usual scope of her duties as Chief Accounting Officer and principal accounting officer.

Chirag Shah, age 36, has been with Cornerstone since July 2009, serving in finance and corporate strategy roles of increasing responsibility, and most recently as Cornerstone’s Senior Vice President and General Manager of Growth Markets. Prior to joining Cornerstone, Mr. Shah worked as an investment banker in mergers and acquisitions for Houlihan Lokey from July 2006 to June 2009. Mr. Shah holds a B.S. in Finance from Georgetown University and an M.B.A from the Kellogg School of Management at Northwestern University.

There are no arrangements or understandings between Mr. Shah and any other persons pursuant to which he was selected as Chief Financial Officer. There are also no family relationships between Mr. Shah and any director or executive officer of Cornerstone, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.


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: January 13, 2021