PROSPECTUS SUMMARY
This summary highlights information contained elsewhere in this prospectus and the documents incorporated by reference. This summary does not contain all
of the information that you should consider before deciding to invest in our common stock. You should read this entire prospectus carefully, including the Risk Factors beginning on page 3 of this prospectus and our consolidated financial
statements and the related notes and other documents incorporated by reference, before you decide to invest in our common stock.
Cornerstone
OnDemand, Inc.
Cornerstone OnDemand, Inc. is a premier global people development company. We were founded with a passion for empowering people through
learning and a conviction that people should be an organizations greatest competitive advantage. We believe people can achieve anything when they have the right development and growth opportunities. We offer organizations the technology,
content, expertise, and specialized focus to help them realize their potential. Featuring comprehensive recruiting, personalized learning, modern content delivered in the flow of work, development-driven performance management, and holistic
workforce data management and insights, Cornerstones people development solutions are used by approximately 7,000 customers of all sizes, spanning more than 75 million users across over 180 countries and more than 50 languages.
We work with customers across all geographies, vertical markets, and market segments. Our customers include multi-national corporations, large domestic and
foreign-based enterprises, mid-market companies, public sector organizations, healthcare providers, higher education institutions, non-profit organizations, and small
businesses. We sell our solution domestically and internationally through both direct and indirect channels, including direct sales teams throughout North and South America, Europe, and Asia-Pacific and distributor relationships with payroll
companies, human resource consultancies, and global system integrators.
Our enterprise people development solution is composed of four product suites:
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Our Learning suite provides robust, modern learning management software designed to scale with the organization.
Cornerstone Learning comprehensively supports compliance, knowledge sharing, and employee-driven development training to close skills gaps. Our content offering delivers fresh, modern content, fueling employee curiosity, and inspiring growth;
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Our Performance suite provides tools to manage goal setting, performance reviews, competency assessments,
development plans, continuous feedback, compensation management, and succession planning;
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Our Recruiting suite helps organizations to attract, hire, and onboard the right employees; and
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Our HR suite provides an aggregated view of all employee data with workforce planning, self-service management,
and compliance reporting capabilities resulting in more accurate data.
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Acquisition of Saba
On February 24, 2020, we entered into a purchase agreement by and among us, 1241593 B.C. LTD., Cornerstone OnDemand UK Holdings Limited, and Vector Talent
Holdings, L.P. (the Seller), an exempted limited partnership registered under the laws of the Cayman Islands and an affiliate of Vector Capital, to acquire all of the outstanding equity interests of the direct and indirect subsidiaries
of Seller including Saba Software, Inc. (such subsidiaries collectively, Saba and, such acquisition, the Acquisition). The Acquisition closed on April 22, 2020 (the Closing). At the Closing, we became the
owner of Saba and we paid Seller $1.274 billion in cash consideration (exclusive of cash acquired) and issued 1,110,352 shares of our common stock to Seller.
Company Information
Cornerstone was incorporated on
May 24, 1999 in the state of Delaware and began its principal operations in November 1999.
Our principal executive offices are located at 1601
Cloverfield Blvd., Suite 620 South, Santa Monica, CA 90404, and our telephone number is (310) 752-0200. Our website address is www.csod.com. Information contained on or accessible through our website is not a
part of this prospectus and is not incorporated by reference herein, and the inclusion of our website address in this prospectus is an inactive textual reference only.
The Cornerstone OnDemand logo and other trademarks or service marks of Cornerstone OnDemand, Inc. appearing in this prospectus are the property of Cornerstone
OnDemand, Inc. Other trademarks, service marks or trade names appearing in this prospectus are the property of their respective owners. We do not intend our use or display of other companies trade names, trademarks or service marks to imply a
relationship with, or endorsement or sponsorship of us by, these other companies.
Common Stock
The holders of common stock are entitled to one vote per share on all matters to be voted on by the stockholders. Subject to the preferences that may be
applicable to any outstanding shares of preferred stock, the holders of common stock are entitled to receive ratably any dividends our board of directors declares out of funds legally available for the payment of dividends. If we are liquidated,
dissolved or wound up, the holders of common stock are entitled to share pro rata all assets remaining after payment of liabilities and liquidation preferences of any outstanding shares of preferred stock. Holders of common stock have no preemptive
rights or rights to convert their common stock into any other securities. There are no redemption or sinking fund provisions applicable to the common stock. In this prospectus, we have summarized certain general features of the common stock under
the heading Description of Capital StockCommon Stock.