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CORNERSTONE ONDEMAND INC FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders

June 6, 2014



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

On June 4, 2014, Cornerstone OnDemand, Inc. (the "Company") held its 2014 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, proxies representing 45,291,217 shares of the Company's common stock, or approximately 85.3% of the total shares entitled to vote, were present and voted on the following two proposals, each of which is described in more detail in the Company's definitive proxy statement filed with the United States Securities and Exchange Commission on April 25, 2014.

Proposal One - Election of Directors. The following nominees were elected as Class III directors to serve until the 2017 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified.

Broker Nominee Votes For Votes Withheld Nonvotes* Adam L. Miller 39,825,576 1,534,186 3,931,455 R.C. Mark Baker 40,814,099 545,663 3,931,455



The Company's Board of Directors is comprised of seven members who are divided into three classes with overlapping three-year terms. The term of the Company's Class I directors, Byron B. Deeter, S. Steven Singh, and Joseph P. Payne, will expire at the 2015 Annual Meeting of Stockholders. The term of the Company's Class II directors, James McGeever and Harold W. Burlingame, will expire at the 2016 Annual Meeting of Stockholders.

Proposal 2 - Ratification of the Appointment of Independent Registered Public Accounting Firm. The appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2014 was ratified.

Votes For Votes Against Abstentions Broker Nonvotes* 44,697,146 560,896 33,175 -



* Broker nonvotes do not affect the outcome of the election.

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Source: Edgar Glimpses


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