Item 5.07. Submission of Matters to a Vote of Security Holders.

On October 12, 2021, Cornerstone OnDemand, Inc., a Delaware corporation ("Cornerstone"), held a virtual special meeting of its stockholders (the "Special Meeting"). A total of 54,384,746 shares of common stock, 0.0001 par value per share, of Cornerstone (" Cornerstone Common Stock"), out of a total of 66,857,760 shares of Cornerstone Common Stock outstanding and entitled to vote as of the close of business on August 24, 2021, the record date for the determination of stockholders entitled to vote at the Special Meeting, were present in person (virtually) or by proxy at the Special Meeting. Holders of Cornerstone Common Stock voted as a single class for each proposal at the Special Meeting. Cornerstone stockholders voted on three proposals at the Special Meeting, each of which is described in more detail in the definitive proxy statement filed by Cornerstone with the Securities and Exchange Commission pursuant to Rule 14(a) under the Exchange Act of 1934, as amended, on September 10, 2021 and mailed to Cornerstone stockholders on or about such date.


The final voting results with respect to each such proposal are set forth below:

Proposal 1 - Merger Agreement Proposal

The stockholders of Cornerstone voted to adopt the Agreement and Plan of Merger, dated August 5, 2021, (such agreement, as it may be amended, modified or supplemented from time to time, the "Merger Agreement"), by and among Cornerstone, Sunshine Software Holdings, Inc., a Delaware corporation ("Parent"), and Sunshine Software Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent ("Merger Sub"), providing for the merger of Merger Sub with and into Cornerstone, with Cornerstone continuing as the surviving corporation and an indirect wholly owned subsidiary of Parent. The voting results are set forth below:





   For       Against   Abstain   Broker Non-Votes
54,137,577   41,514    205,655         N/A

Proposal 2 - Compensation Proposal

The stockholders of Cornerstone voted to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to Cornerstone's named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement. The voting results are set forth below:

For Against Abstain Broker Non-Votes 27,140,910 25,681,366 1,562,470 N/A

Proposal 3 - Adjournment Proposal

Because stockholders holding at least a majority of the shares of Common Stock outstanding and entitled to vote approved the proposal to adopt the Merger Agreement, the vote was not called on the proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, including to solicit additional proxies to approve the proposal to adopt the Merger Agreement if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

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