Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) 2010 Equity Incentive Plan
At the 2019 annual meeting of stockholders (the “Annual Meeting”) of Cornerstone OnDemand, Inc. (the “Company”) held on June 11, 2019, the Company’s stockholders approved an amendment and restatement of the Company’s 2010 Equity Incentive Plan (the “2010 Plan” and the 2010 Plan, as amended and restated, the “2010 Restated Plan”) to, among other things, (i) eliminate the annual evergreen provision that automatically increased the shares reserved under the 2010 Plan, (ii) prohibit the implementation of an award exchange program, including the repricing of outstanding stock options and stock appreciation rights, (iii) revise share recycling provisions, resulting in potentially fewer number of shares returning to the 2010 Restated Plan to be available for future grants, (iv) prohibit the payment of dividends and other distributions payable with respect to shares subject to awards before the underlying award vests, (v) add limitations to the value of equity awards that may be granted to the Company’snon-employee directors in any fiscal year, (vi) provide for additional flexibility in satisfying tax withholding obligations as compared to the 2010 Plan, and (vii) extend the term of the 2010 Restated Plan until June 11, 2029. The 2010 Restated Plan had been previously approved, subject to stockholder approval, by the Board of Directors of the Company on April 26, 2019.
A more complete description of the terms of the 2010 Restated Plan is set forth in “Proposal 4 – Approval of the Amended and Restated 2010 Equity Incentive Plan” in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 26, 2019 (the “Proxy Statement”) and is qualified in its entirety by reference to the full text of the 2010 Restated Plan, a copy of which is filed as Exhibit 10.1 to this report and is incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 11, 2019, the Company held the Annual Meeting. Present at the Annual Meeting in person or by proxy were holders of 54,116,539 shares of the Company’s common stock, representing 90.80% of the voting power of the shares of the Company’s common stock outstanding as of April 18, 2019, the record date for the Annual Meeting, and constituting a quorum for the transaction of business. The matters before the Annual Meeting are described in more detail in the Proxy Statement.
Proposal 1 – Election of Directors.
The following nominees were elected as directors to serve until the next annual meeting of stockholders and until their respective successors are duly elected and qualified:
| | | | | | |
Nominee | | Votes For | | Votes Withheld | | BrokerNon-Votes |
Dean Carter | | 46,619,834 | | 4,323,201 | | 3,173,504 |
Elisa A. Steele | | 50,747,266 | | 195,769 | | 3,173,504 |
Proposal 2 – Advisory Vote on the Compensation of Named Executive Officers.
The compensation of the Company’s named executive officers was approved, on an advisory basis, by the stockholders by the vote set forth in the table below:
| | | | | | |
Votes For | | Votes Against | | Abstentions | | BrokerNon-Votes |
| 49,362,383 | | 1,553,741 | | 26,911 | | 3,173,504 |
