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 OfficersItem 5.02
On January11, 2018, Dave Carter notified Cornerstone OnDemand, Inc. (the “Company”) of his decision to resign from his position as Chief Sales Officer of the Company, effective March31, 2018, after nearly a decade of service. During his tenure, Mr.Carter helped grow the Company’s annual billings from roughly $20million to approximately $500million. In December 2017, the Company appointed Jeff Lautenbach as President of Global Field Operations to oversee its global sales, delivery, client success, and content functions. Mr.Carter will not be replaced, as his team is already reporting to Mr.Lautenbach.
On January12, 2018, (i) R. C. Mark Baker notified the Company of his decision to retire from the board of directors of the Company (the “Board”) at the Company’s 2018 annual meeting of stockholders, (ii)Joseph P. Payne notified the Company of his decision to retire from the Board when his current term expires at the Company’s 2018 annual meeting of stockholders, and (iii)Harold W. Burlingame notified the Company of his decision to retire from the Board when his current term expires at the Company’s 2019 annual meeting of stockholders. The decisions to retire made by Messrs. Baker, Payne and Burlingame were not a result of any disagreements with the Company on any matter relating to the Company’s operations, policies, or practices.
| Item 5.02 | Regulation FD Disclosure. |
On January17, 2018, the Company issued a press release announcing plans to make several changes to its corporate governance structure, including (i)the separation of the chairman and chief executive officer roles and (ii)the unanimous agreement by the Board to submit and support a proposal at the Company’s 2018 annual meeting of stockholders to declassify the Board. The press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The information set forth under this Item 5.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section18 of the Exchange Act or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 5.02 | Financial Statements and Exhibits. |
(d)
| Exhibit No. | Description |
| 99.1 | Press release dated January17, 2018 |
Cornerstone OnDemand Inc ExhibitEX-99.1 2 d462525dex991.htm EXHIBIT 99.1 Exhibit 99.1 Exhibit 99.1 Investor Relations Contact: Alexandra Geller Cornerstone OnDemand Phone: 310-752-1870 Email: ageller@csod.com Media Contact: Deaira Irons Cornerstone OnDemand Phone: 310-752-0164 Email: dirons@csod.com Cornerstone OnDemand Announces Corporate Governance Changes Changes support Cornerstones overall transformation plan announced in November SANTA MONICA,…To view the full exhibit click here
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.