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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