Cornerstone OnDemand, Inc. (NASDAQ:CSOD) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

On May 3, 2017, the Board of Directors (the
Board) of Cornerstone OnDemand, Inc. (the
Company) elected Steffan Tomlinson and Dean
Carter to the Board, effective immediately. Mr. Tomlinson will
serve in the class of directors whose term expires at the annual
meeting of stockholders to be held in 2017, and Mr. Carter will
serve in the class of directors whose term expires at the annual
meeting of stockholders to be held in 2019. In addition, the
Board expects to appoint Mr. Tomlinson as a member of its Audit
Committee and Mr. Carter as a member of its Nominating and
Corporate Governance Committee.

Steffan C. Tomlinson, age 45, has served as Chief Financial
Officer of Palo Alto Networks, Inc., a cyber security company,
since February 2012. Prior to this role, Mr. Tomlinson served as
Chief Financial Officer at Arista Networks, Inc., a provider of
cloud networking solutions, from September 2011 to January 2012.
Mr. Tomlinson was a Partner of and served as Chief Administrative
Officer at Silver Lake Kraftwerk, a private investment firm, from
April 2011 to September 2011. Mr. Tomlinson served as Chief
Financial Officer at Aruba Networks, Inc., a provider of
intelligent wireless LAN switching systems, from September 2005
to March 2011. Mr. Tomlinson served in several financial roles
and ultimately served as Chief Financial Officer at Peribit
Networks, Inc., a provider of WAN optimization technology, from
October 2000 until August 2005. Mr. Tomlinson served on the
boards of directors of Qlik Technologies Inc., from January 2013
to June 2016, and Riverbed Technology, Inc., from September 2014
to April 2015. Mr. Tomlinson holds a B.A. in Sociology from
Trinity College and an M.B.A. from Santa Clara University.

Mr. Carter, age 52, has served as Vice President of Human
Resources and Shared Services at Patagonia, Inc., a designer of
outdoor clothing and gear, since May 2015. From June 2010 to
April 2015, Mr. Carter served as Chief Human Resources Officer
and Vice President of Talent and Human Capital Services at Sears
Holdings Corporation, a nationwide retailer. From January 2000 to
January 2010, Mr. Carter served as Chief Human Resources Officer
at Fossil Group, Inc., a design, marketing and distribution
company. Mr. Carter holds a B.S. in Organizational Communication
from the University of Texas at Austin.

In connection with their election to the Board, each of Mr.
Tomlinson and Mr. Carter was granted a restricted stock unit
award covering 10,640 shares of the Companys common stock. 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
the continued service on the Board on each applicable vesting
date. The restricted stock unit awards are each subject to the
terms and conditions of the Companys 2010 Equity Incentive Plan
and its related agreements. As directors, Mr. Tomlinson and Mr.
Carter will participate in the compensation program applicable to
all non-employee directors.

The Company intends to enter into its standard form of
indemnification agreement with each of Mr. Tomlinson and Mr.
Carter. A form of the indemnification agreement has been filed as
Exhibit 10.1 to the Companys Registration Statement on Form S-1
(File No. 333-169621) filed with the Securities and Exchange
Commission on December 17, 2010.

There are no arrangements or understandings between either of Mr.
Tomlinson or Mr. Carter and any other persons to which they were
elected as a director.There are no family relationships between
either of Mr. Tomlinson or Mr. Carter and any director or
executive officer of the Company, and Mr. Carter has no direct or
indirect material interest in any transaction required to be
disclosed to Item404(a) of Regulation S-K.

We have a vendor and a customer relationship with Palo Alto
Networks, Inc., where Mr. Tomlinson serves as Chief Financial
Officer, that we consider arms-length on terms that are
consistent with similar transactions with our other similarly
situated customers. In fiscal 2016, we incurred expenses of
approximately $1.3 million to Palo Alto Networks, Inc. in
hardware, license, maintenance and support fees, while we billed
Palo Alto Networks, Inc. approximately $0.2 million for our
products and services. In addition, we expect to pay
approximately $1.3 million and receive approximately $0.2 million
in such fees for fiscal 2017.

About Cornerstone OnDemand, Inc. (NASDAQ:CSOD)

Cornerstone OnDemand, Inc. (Cornerstone) is a provider of talent management solutions delivered as Software-as-a-Service (SaaS). Cornerstone’s Enterprise and Mid-Market solution is a cloud-based suite that addresses needs throughout the entire employee lifecycle, from recruitment, onboarding, training and collaboration, to performance management, compensation, succession planning and analytics. The platform is composed of several products, focused on recruiting, learning management, performance management and analytics. The platform also helps manage business execution through integrating with an organization’s extended enterprise of clients, vendors and distributors by delivering training, certification programs and other content. The Company also offers Cornerstone for Salesforce and Cornerstone Growth Edition. Cornerstone for Salesforce is a cloud-based learning solution developed on the Salesforce.com platform.

Cornerstone OnDemand, Inc. (NASDAQ:CSOD) Recent Trading Information

Cornerstone OnDemand, Inc. (NASDAQ:CSOD) closed its last trading session 00.00 at 39.51 with 837,981 shares trading hands.