CSOD Cornerstone OnDemand Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

May 11, 2020

Date of Report

(Date of earliest event reported)

1601 Cloverfield Blvd.

Suite 620 South

Santa Monica, CA 90404

(Address of principal executive offices, including zip code)

(310) 752-0200

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Severance Benefits. The Company has entered into a Change of Control Severance Agreement with Mr. Saunders, as described below.

Indemnification. The Company has entered into its standard form of indemnification agreement with Mr. Saunders, a copy of which has been filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (File No. 333-169621) filed with the Securities and Exchange Commission on December 17, 2010 and is incorporated herein by reference.

Saunders Change of Control Severance Agreement

On May 1, 2020, the Company entered into a Change of Control Severance Agreement with Mr. Saunders (the “Agreement”), which amends and restates in its entirety a prior Change of Control Severance Agreement entered into between the Company and Mr. Saunders.

Term. The Agreement has an initial term of three years commencing on May 1, 2020 (the “Saunders Initial Term”). On the third anniversary of the Saunders Initial Term, the Agreement will renew automatically for additional one-year terms (each, a “Saunders Additional Term”) unless either party to the Agreement provides the other with written notice of non-renewal at least 60 days prior to the date of automatic renewal. If a Change of Control (as such term is defined in the Agreement) occurs when there are fewer than 12 months remaining during the Saunders Initial Term or a Saunders Additional Term, the term of the Agreement will extend automatically through the date that is 12 months following the effective date of the Change of Control. Additionally, if there is an initial occurrence of an act or omission by the Company that could constitute “Good Reason” for termination, and the expiration date of any Company cure period related to such act or omission could occur following the expiration of the Saunders Initial Term or a Saunders Additional Term, the term of the Agreement will extend automatically through the date that is 30 days following the expiration of such cure period. If Mr. Saunders becomes entitled to severance benefits pursuant to the Agreement, the Agreement will not terminate until all obligations of the Company under the Agreement have been satisfied.

Severance Benefits Outside the Change of Control Period. If the Company terminates Mr. Saunders’ employment with the Company without Cause (as such term is defined in the Agreement) (excluding death or Disability (as such term is defined in the Agreement)) or if Mr. Saunders resigns for Good Reason (as such term is defined in the Agreement), and, in each case, such termination occurs outside the period beginning three months prior to, and ending 12 months following, a Change of Control (such period, the “Change of Control Period”), then subject to Mr. Saunders signing and not revoking a separation agreement and release of claims in favor of the Company and his continued compliance with the terms of his Confidential Information and Invention Assignment Agreement entered into with the Company (the “Saunders Severance Requirement”), Mr. Saunders will receive the following from the Company:

Severance Benefits During the Change of Control Period. If the Company terminates Mr. Saunders’ employment with the Company without Cause (excluding death or Disability) or if Mr. Saunders resigns for Good Reason, and in each case such termination occurs during the Change of Control Period, then subject to Mr. Saunders satisfying the Saunders Severance Requirement, Mr. Saunders will receive the following from the Company:

Termination Due to Death or Disability. If the Company terminates Mr. Saunders’ employment as a result of his Disability or if his employment terminates due to his death, then subject to Mr. Saunders satisfying the Saunders Severance Requirement (as applicable), Mr. Saunders’ then outstanding and unvested equity awards will vest as if Mr. Saunders’ termination were treated as a termination without Cause (and either within or outside of the Change of Control Period, as applicable).

Excise Tax. In the event that the severance payments and other benefits payable to Mr. Saunders constitute “parachute payments” under Section 280G of the U.S. tax code and would be subject to the applicable excise tax, then Mr. Saunders’ severance benefits will be either (i) delivered in full or (ii) delivered to such lesser extent which would result in no portion of such benefits being subject to the excise tax, whichever results in the receipt by Mr. Saunders on an after-tax basis of the greatest amount of benefits.

Appointment of Adam Miller

On May 6, 2020, the Board appointed Adam Miller as the Company’s Co-Chairperson of the Board, effective as of June 15, 2020 (the “Miller Effective Date”). Elisa Steele, who currently serves as Chairperson of the Board, also will become Co-Chairperson of the Board on the Miller Effective Date.

There are no arrangements or understandings between Mr. Miller and any other persons pursuant to which he was selected as the Company’s Co-Chairperson of the Board. There are also no family relationships between Mr. Miller and any director or executive officer of the Company and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Miller Employment Agreement

The Company entered into an amended and restated employment agreement, effective as of the Miller Effective Date (the “Miller Employment Agreement”), with Mr. Miller, which amended and restated in its entirety Mr. Miller’s prior employment agreement with the Company.

Employment. Mr. Miller’s employment with the Company is “at-will” and may be terminated by the Company at any time with or without cause or with or without notice.

Term. The Miller Employment Agreement has an initial term of three years (the “Miller Initial Term”). On the third anniversary of the Miller Effective Date, the Miller Employment Agreement will renew automatically for additional one-year terms (each, a “Miller Additional Term”) unless either party to the Miller Employment Agreement provides the other with written notice of non-renewal at least 60 days prior to the date of automatic renewal. The remainder of the description of the term of Mr. Saunders’ Agreement also applies to the term of the Miller Employment Agreement. .

Compensation. For fiscal year 2020, Mr. Miller’s base salary and performance bonus opportunity as was in effect immediately prior to the Miller Effective Date will continue in effect and unchanged. For fiscal year 2021 and beyond, and on at least an annual basis and at the same time compensation decisions are made for other executives, the Board or the Compensation Committee will consider and review Mr. Miller’s base salary, performance bonus opportunity, and equity.

Severance Benefits Outside the Change of Control Period. If the Company terminates Mr. Miller’s employment with the Company without Cause (as such term is defined in the Miller Employment Agreement) or if Mr. Miller resigns for Good Reason (as such term is defined in the Miller Employment Agreement), and, in each case, such termination occurs outside the period beginning three months prior to, and ending 12 months following, a Change of Control (such period, the “Miller Change of Control Period”), then subject to Mr. Miller signing and not revoking a separation agreement and release of claims in favor of the Company and his continued compliance with the terms of his Proprietary Information and Inventions Agreement entered into with the Company (the “Miller Severance Requirement”), Mr. Miller will receive the following from the Company:

Severance Benefits During the Change of Control Period. If the Company terminates Mr. Miller’s employment with the Company without Cause or if Mr. Miller resigns for Good Reason, and in each case such termination occurs during the Change of Control Period, then subject to Mr. Miller satisfying the Miller Severance Requirement, Mr. Miller will receive the following from the Company:

Termination Due to Death or Disability; Termination due to Company Non-Renewal. If the Company terminates Mr. Miller’s employment as a result of his Disability (as such term is defined in the Miller Employment Agreement) or if his employment terminates due to his death, then subject to Mr. Miller satisfying the Miller Severance Requirement (as applicable), Mr. Miller’s then Mr. Miller will receive the Miller Equity Award Benefits. Additionally, if the term of the Miller Employment Agreement expires solely as a result of the Company’s non-renewal of the agreement, then subject to Mr. Miller satisfying the Miller Severance Requirement, Mr. Miller will receive the Miller Equity Award Benefits.

Excise Tax. In the event that the severance payments and other benefits payable to Mr. Miller constitute “parachute payments” under Section 280G of the U.S. tax code and would be subject to the applicable excise tax, then Mr. Miller’s severance benefits will be either (i) delivered in full or (ii) delivered to such lesser extent which would result in no portion of such benefits being subject to the excise tax, whichever results in the receipt by the Mr. Miller on an after-tax basis of the greatest amount of benefits.

Indemnification. The Company previously entered into its standard form of indemnification agreement with Mr. Miller, a copy of which has been filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (File No. 333-169621) filed with the Securities and Exchange Commission on December 17, 2010 and is incorporated herein by reference.

The foregoing descriptions of the Saunders Employment Agreement, the Agreement and the Miller Employment Agreement are qualified in their entirety by reference to the full text of the applicable agreement, copies of which are filed as Exhibits 10.1, 10.2 and 10.3 to this report and are incorporated by reference herein.