UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 4, 2012
Cornerstone OnDemand, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-35098 | 13-4068197 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(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)) |
| Item 5.02 | Submission of Matters to a Vote of Security Holders |
On June 4, 2012, Cornerstone OnDemand, Inc. (the “Company”) held its 2012 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders of the Company elected the individuals listed below as Class I directors to serve on the Company’s Board of Directors for a term of three years or until their respective successors are duly elected and qualified.
| Nominee |
Votes For |
Votes Withheld |
Broker Nonvotes* | |||
| Byron B. Deeter |
38,684,232 | 89,229 | 4,618,053 | |||
| S. Steve Singh |
38,687,422 | 86,039 | 4,618,053 | |||
| Robert D. Ward |
38,686,605 | 86,856 | 4,618,053 | |||
In addition, the following proposals were voted on and approved at the Annual Meeting:
| 1. | Proposal to approve, on an advisory basis, the compensation of our named executive officers. |
| Votes For |
Votes Against |
Abstentions |
Broker Nonvotes* | |||
| 38,650,528 |
98,463 | 24,470 | 9,532,617 |
| 2. | Proposal to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2012. |
| Votes For |
Votes Against |
Abstentions |
Broker Nonvotes* | |||
| 43,265,518 |
123,476 | 2,520 | 0 |
| 3. | Proposal to vote, on an advisory basis, on whether to hold future advisory votes on the compensation of our named executive officers every “3 years,” “2 years” or “1 year.” |
| Frequency |
||||||||
| 1 year |
2 years |
3 years |
Abstentions |
Broker Nonvotes* | ||||
| 16,317,768 |
3,763 | 22,451,230 | 700 | 9,532,617 | ||||
| * | Broker nonvotes do not affect the outcome of the election. |
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. | ||
| By: | /s/ Perry Wallack | |
| Perry Wallack Chief Financial Officer | ||
Date: June 7, 2012