Item 1.01 Entry into a Material Definitive Agreement.

Merger Agreement

On August 5, 2021, Cornerstone OnDemand, Inc., a Delaware corporation (the "Company" or "Cornerstone"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with 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 the Company (the "Merger"), with the Company surviving the Merger as an indirect wholly owned subsidiary of Parent. Parent and Merger Sub were formed by affiliates of Clearlake Capital Partners V, L.P., Clearlake Capital Partners V (Offshore), L.P., Clearlake Capital Partners V (USTE), L.P., Clearlake Capital Partners VI, L.P., Clearlake Capital Partners VI (Offshore), L.P., Clearlake Capital Partners VI (USTE), L.P. and Clearlake Flagship Plus Partners (Master), L.P. (the "Clearlake Funds").

At the effective time of the Merger (the "Effective Time"), each:





    (i)  share of common stock, par value $0.0001 per share, of the Company (the
         "Shares") issued and outstanding as of immediately prior to the Effective
         Time (except for Shares (A) held by the Company (or held in the Company's
         treasury); (B) owned by Parent or Merger Sub or any other direct or
         indirect wholly owned subsidiary of Parent; and (C) any dissenting
         shares) will be cancelled and cease to exist, and automatically converted
         into the right to receive cash in an amount equal to $57.50, without
         interest thereon (the "Per Share Price"), subject to any withholding of
         taxes required by applicable law;




    (ii) option to purchase Shares (each, a "Company Option"), restricted stock
         unit award (each, a "Company RSU") and RSU held by a director of the
         Company (each, a "Director RSU") that is unexercised, outstanding and
         vested as of immediately prior to the Effective Time or that vests solely
         as a result of the consummation of the transactions contemplated by the
         Merger Agreement (each, a "Vested Award") will be cancelled and
         automatically converted into the right to receive an amount in cash equal
         to the product of (A) the aggregate number of shares subject to such
         Vested Award, multiplied by (B) the Per Share Price (or, for each Company
         Option, the excess, if any, of the Per Share Price over such Company
         Option's per share exercise price), subject to any required withholding
         of taxes; and




    (iii) Company Option and Company RSU (excluding Director RSUs) that is
          unexercised and outstanding as of immediately prior to the Effective
          Time that is not a Vested Award (each, an "Unvested Award") will be
          cancelled and replaced with a right to receive an amount in cash,
          without interest, equal to the product of (A) the aggregate number of
          shares subject to such Unvested Award multiplied by (B) the Per Share
          Price (or, for each Company Option, the excess, if any, of the Per Share
          Price over such Company Option's per share exercise price) subject to
          any required withholding of taxes (the "Unvested Consideration
          Amounts"), which Unvested Consideration Amounts will, be made at the
          same time(s) that the Unvested Awards would have vested in accordance
          with their terms and will remain subject to the holder of the Unvested
          Awards remaining in continuous service with Parent, the Surviving
          Corporation or any of its Subsidiaries through each such vesting date
          (except, that any terms and conditions relating to accelerated vesting
          upon a termination of the holder's employment in connection with or
          following the Merger shall continue to apply to the Unvested
          Consideration Amounts). For the avoidance of doubt, any Company Options
          (whether vested or unvested) with a per share exercise price equal to or
          greater than the Per Share Price will be cancelled immediately upon the
          Effective Time without payment or consideration.

Concurrently with the execution of the Merger Agreement, Parent and/or one of its subsidiaries has obtained equity and debt financing commitments for the transactions contemplated by the Merger Agreement. JPMorgan, Bank of America, Ares and certain other financial institutions party to a debt commitment letter delivered to Parent and/or one of its subsidiaries have agreed to provide debt financing for the transactions, subject to the terms and conditions set forth in such commitment letter. In addition, the Clearlake Funds have delivered an equity commitment letter (the "Clearlake Equity Commitment Letter") to Parent, and the Clearlake Funds and certain other investors (together with the Clearlake Funds, the "Investors") have provided a preferred equity commitment letter (together with the Clearlake Equity Commitment Letter, the "Equity Commitment Letters"), pursuant to which, upon the terms and subject to the conditions set forth in the Equity Commitment Letters, such Investors have committed to capitalize Parent at the closing of the Merger. The transaction is not subject to a financing condition. In addition and also concurrently with the execution of the Merger Agreement, the Clearlake Funds have entered into a limited guarantee, pursuant to which such funds have agreed to guarantee Parent's obligation to pay any termination fee, reimburse and indemnify the Company with respect to certain expenses in connection with Parent's debt financing and pay certain other amounts required under the Merger Agreement. . . .

Item 2.02 Results of Operations and Financial Condition.

On August 5, 2021, the Company issued a press release reporting results for the fiscal quarter ended June 30, 2021. The press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

The information set forth under this Item 2.02, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

The attached press release includes a discussion of certain non-GAAP financial measures as well as a reconciliation of such non-GAAP financial measures to the corresponding GAAP financial measures.

Item 5.03 Amendments to Articles of Incorporation or Bylaws.

On August 5, 2021, the Company Board amended the Company's amended and restated bylaws to provide that the Court of Chancery of the State of Delaware will be the exclusive forum for actions or proceedings brought under Delaware statutory or common law for: (i) any derivative action or proceeding brought on our behalf; (ii) any action asserting a breach of fiduciary duty; (iii) any action asserting a claim against us arising under the Delaware General Corporation Law; (iv) any action regarding the Company's amended and restated bylaws; (v) any action as to which the Delaware General Corporate Law confers jurisdiction to the Court of Chancery of the State of Delaware; or (vi) any action asserting a claim against the Company that is governed by the internal affairs doctrine. The provisions do not apply to suits brought to enforce a duty or liability created by the Securities Exchange Act, as amended. The Company's amended and restated bylaws, as amended, further provide that the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act, as amended.

The foregoing description of the amendment to the Company's amended and restated bylaws does not purport to be complete and is qualified in its entirety by reference to the text of the amendment of the amended and restated bylaws, which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 8.01 Other Events.

On August 5, 2021 the Company and Parent issued a joint press release announcing the execution of the Merger Agreement. A copy of the press released is filed as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.

Additional Information and Where to Find It

In connection with the proposed transaction, the Company will be filing documents with the SEC, including preliminary and definitive proxy statements relating to the proposed transaction. The definitive proxy statement will be mailed to Company stockholders in connection with the proposed transaction. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PRELIMINARY AND DEFINITIVE PROXY STATEMENTS AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders may obtain free copies of these documents (when they are available) and other related documents filed with the SEC at the SEC's web site at www.sec.gov, on the Company's website at www.cornerstoneondemand.com or by contacting Company Investor Relations at (310) 526-2531.

Participants in the Solicitation

This communication does not constitute a solicitation of proxy, an offer to purchase, or a solicitation of an offer to sell any securities. Cornerstone and Clearlake and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Cornerstone stockholders in connection with the proposed transaction. Information about Cornerstone's directors and executive officers in the proposed transaction will be included in the proxy statement described above. Additional information regarding

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these individuals is set forth in Cornerstone's Annual Report on Form 10-K for the fiscal year ended December 30, 2020, the definitive proxy statement on Schedule 14A for Cornerstone's most recent Annual Meeting of Stockholders held in June 2021, and Cornerstone's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021. To the extent Cornerstone's directors and executive officers or their holdings of Cornerstone securities have changed from the amounts disclosed in those filings, to Cornerstone's knowledge, such changes have been or will be reflected on initial statements of beneficial ownership on Form 3 or statements of change in ownership on Form 4 on file with the SEC. These documents are (or, when filed, will be) available free of charge at the SEC's website at www.sec.gov or at Cornerstone's website at www.cornerstoneondemand.com.

Forward-Looking Statements

This communication contains forward-looking statements which include, but are not limited to, statements regarding expected timing, completion and effects of the proposed merger. These forward-looking statements are subject to the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Cornerstone's expectations and beliefs regarding these matters may not materialize. Actual outcomes and results may differ materially from those contemplated by these forward-looking statements as a result of uncertainties, risks, and changes in circumstances, including but not limited to risks and uncertainties related to: the ability of the parties to consummate the proposed merger, satisfaction of closing conditions precedent to the consummation of the proposed merger, potential delays in consummating the merger, the ability of Cornerstone to timely and successfully achieve the anticipated benefits of the merger and the impact of health epidemics, including the COVID-19 pandemic, on the parties' respective businesses and the actions the parties may take in response thereto. Additional risks and uncertainties that could cause actual outcomes and results to differ materially from those contemplated by the forward-looking statements are included under the caption "Risk Factors" and elsewhere in Cornerstone's most recent filings with the SEC, including Cornerstone's Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 and any subsequent reports on Form 10-K, Form 10-Q or Form 8-K filed with the SEC from time to time and available at www.sec.gov.

The forward-looking statements included in this communication are made only as of the date hereof. Cornerstone assumes no obligation and does not intend to update these forward-looking statements, except as required by law.

Item 9.01. Financial Statements and Exhibits.





Exhibit No.                                  Description

2.1                 Agreement and Plan of Merger, dated as of August 5, 2021, by
                  and among Sunshine Software Holdings, Inc., a Delaware
                  corporation, and Sunshine Software Merger Sub, Inc., a Delaware
                  corporation and wholly owned subsidiary of Sunshine Software
                  Holdings, Inc., and Cornerstone OnDemand, Inc., a Delaware
                  corporation.*

3.1                 Amendment to Amended and Restated Bylaws of Cornerstone
                  OnDemand, Inc.

10.1                Voting and Support Agreement, dated as of August 5, 2021, by
                  and among the Company, Sunshine Software Holdings, Inc., Adam L.
                  Miller and other Stockholders party thereto.

10.2                Form of Clearlake Voting and Support Agreement, dated as of
                  August 5, 2021.

10.3                Form of Vector Voting and Support Agreement, dated as of
                  August 5, 2021.

10.4                Support Agreement, dated as of August 5, 2021, by and among the
                  Company, Sunshine Software Holdings, Inc. and SLA CM Chicago
                  Holdings, L.P.

10.5                Support Agreement, dated as of August 5, 2021, by and among the
                  Company, Sunshine Software Holdings, Inc. and SLA Chicago
                  Co-Invest II, L.P.

99.1                Cornerstone OnDemand, Inc. Press Release, dated as of August 5,
                  2021.

99.2                Cornerstone OnDemand, Inc. Joint Press Release, dated as of
                  August 5, 2021.

104               Cover Page Interactive Data File (embedded within the Inline XBRL
                  document).

* Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K, but a

copy will be furnished supplementally to the Securities and Exchange Commission

upon request.

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