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 2, 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 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 2.05 Costs Associated with Exit or Disposal Activities.
On April 22, 2020, Cornerstone OnDemand, Inc. (the “Company”) announced the closing of its acquisition of Saba Software, Inc. On June 2, 2020, the Company announced workforce reductions, approved on May 29, 2020, as part of the Company’s phased integration plan to achieve its synergy targets associated with the acquisition. In connection with this initial phase, the Company expects to incur, on a pre-tax basis, between approximately $10 million and $12 million of cash charges and less than $1 million of non-cash charges related to employee terminations. The Company will eliminate approximately 270 positions during this phase of its integration plan. The Company is evaluating other potential areas of synergy as part of its integration planning efforts but expects the present reduction to be substantially complete by or before the fourth quarter of 2020.
Item 8.01 Other Events.
The Company previously disclosed in its definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on April 28, 2020 that it may decide to hold its 2020 annual meeting of stockholders (the “Annual Meeting”) solely by means of remote communication (i.e., a virtual-only stockholder meeting) as a result of the novel COVID-19 pandemic. On June 5, 2020, the Company announced that its Annual Meeting will be held as a virtual-only meeting in lieu of an in-person meeting. A copy of the press release issued by the Company on June 5, 2020 announcing the change to a virtual-only meeting format is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Further information regarding this change to the location and format of the Annual Meeting can be found in the supplemental proxy materials filed by the Company with the SEC on June 5, 2020.
Item 9.01 Financial Statements and Exhibits.
(d)  Exhibits.
Exhibit No. Description
99.1
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).





















SIGNATURE
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/ Brian L. Swartz
Brian L. Swartz
Chief Financial Officer
Date: June 5, 2020





Exhibit 99.1
Investor Relations Contact:
Jason Gold
Cornerstone
jgold@csod.com

Media Contact:
Deaira Irons
Cornerstone
dirons@csod.com

Cornerstone to Hold Virtual 2020 Annual Meeting of Shareholders

SANTA MONICA, Calif. — June 5, 2020 — Cornerstone OnDemand, Inc. (“Cornerstone”) (NASDAQ: CSOD), a global leader in people development solutions, today announced that it will host its 2020 annual meeting of stockholders (the “Annual Meeting”) on June 25, 2020, at 1 p.m. Pacific Time in a virtual-only meeting format.

Due to the ongoing public health impact of the COVID-19 pandemic, and to support the health and well-being of employees, directors and stockholders, Cornerstone no longer intends to hold its Annual Meeting in person.

Stockholders of record as of the close of business on April 27, 2020, the record date for the Annual Meeting, can attend the Annual Meeting via the internet at www.virtualshareholdermeeting.com/CSOD2020. Stockholders that would like to participate in the Annual Meeting can do so by using the 16-digit control number included on the proxy card, the voting instruction form or notice previously distributed. Stockholders that hold their shares through a bank, securities broker, dealer or other nominee and do not have a control number should contact the nominee. Stockholders will be able to vote during the Annual Meeting by following the instructions on the meeting website during the Annual Meeting.

The proxy card included with the proxy materials previously distributed will not be updated to reflect the change to a virtual-only meeting format but can be used by stockholders to vote their shares in connection with the Annual Meeting. No additional action is required for stockholders that have already voted.

A notice regarding this change to a virtual-only meeting format is also being filed as additional proxy materials with the U.S. Securities and Exchange Commission.

About Cornerstone
Cornerstone is a premier people development company. We believe people can achieve anything when they have the right development and growth opportunities. We offer organizations the technology, content, expertise and specialized focus to help them realize the potential of their people. Featuring comprehensive recruiting, personalized learning, modern training content, development-driven performance management and holistic employee data management and insights, Cornerstone’s people development solutions are used by approximately 7,000 clients of all sizes, spanning more than 75 million users across over 180 countries and 50+ languages. Learn more at www.cornerstoneondemand.com.