Cornerstone OnDemand to separate chairman and CEO roles
Cornerstone OnDemand announced plans to make several changes to its corporate governance structure as part of its broader strategic transformation plan outlined in November. Cornerstone will separate the chairman of the board and CEO roles and move to declassify its board of directors. Additionally, long-tenured directors Mark Baker, Hal Burlingame and Joe Payne announced their plans to retire from the board. The company plans to separate the chairman and CEO roles when a new chairman is appointed. Adam Miller, who currently serves as both chairman and CEO of the company, will continue to serve as a director and CEO once the appointment is made. Cornerstone's board of directors also announced it will be submitting a proposal to stockholders to declassify the board. Currently, the company's three classes of directors are elected for staggered, three-year terms. Declassification of the board would enable Cornerstone's stockholders to vote annually on the election of all directors. The proposal to declassify will appear on the ballot at the company's 2018 annual shareholder meeting, and requires the support of the holders of 70% of outstanding shares of the company's common stock to be adopted. If stockholders approve the proposal, directors standing for election in 2019 and beyond would be elected to one-year terms. Regarding the retirement of Mr. Baker, Mr. Burlingame and Mr. Payne as directors, Mr. Baker will retire at the company's 2018 annual shareholder meeting after 15 years of service. Mr. Payne and Mr. Burlingame will retire when their terms expire at the company's 2018 and 2019 annual shareholder meetings, respectively. In connection with these announced retirement plans, directors Dean Carter and Joe Osnoss will join Robert Cavanaugh on the nominating and corporate governance committee, which Mr. Osnoss will chair. The committee is working closely with the full board, Silver Lake and other shareholders to identify additional world-class directors for the board.