Cornerstone OnDemand, Inc. entered into an Agreement and Plan of Merger, dated as of August 5, 2021, 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). On October 15, 2021, the Company completed its merger with Merger Sub pursuant to the terms of the Merger Agreement, whereby Merger Sub merged with and into the Company, in accordance with the Delaware General Corporation Law, with the company continuing as the surviving corporation (the Surviving Corporation) and as an indirect wholly owned subsidiary of Parent. Pursuant to the Merger Agreement, effective as of, and contingent upon, the occurrence of the Closing, each of Richard Haddrill, Adam Miller, Philip S. Saunders, Felicia Alvaro, Nancy Altobello, Dean Carter, Joseph Osnoss, Robert Cavanaugh, Steffan Tomlinson and Sara Martinez Tucker ceased serving as a member of the board of directors of the company and each committee thereof. Further, pursuant to the Merger Agreement, effective as of, and contingent upon, the occurrence of the Closing, (i) each of Behdad Eghbali, Prashant Mehrotra, Paul Huber and Erik Hansen became a director of the Surviving Corporation and (ii) the officers of the company in place as of immediately prior to the Effective Time became the officers of the Surviving Corporation.