Cornerstone OnDemand, Inc., a Delaware corporation (the Company or
Cornerstone), filed its definitive proxy statement (the Proxy Statement) with the Securities and Exchange Commission (the SEC) on September 10, 2021, and mailed the Proxy Statement to Cornerstone stockholders
commencing on September 10, 2021, relating to the Agreement and Plan of Merger, dated as of August 5, 2021 (the Merger Agreement), by and among Cornerstone, 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.
The information contained in
this Schedule 14A (the Schedule) is incorporated by reference into the Proxy Statement and should be read in conjunction with the Proxy Statement, which should be read in its entirety. Terms used in this Schedule, but not otherwise
defined, shall have the meanings ascribed to such terms in the Proxy Statement. To the extent that information in this Schedule differs from, or updates information contained in, the Proxy Statement, the information in this Schedule shall supersede
or supplement the information in the Proxy Statement. The information contained in this supplement speaks only as of September 10, 2021, unless the information specifically indicates that another date applies. Except as otherwise described in
this Schedule or the documents referred to, contained in or incorporated by reference in this Schedule, the Proxy Statement, the annexes to the Proxy Statement and the documents referred to, contained in or incorporated by reference in the Proxy
Statement are not otherwise modified, supplemented or amended.
If you have not already submitted a proxy for use at the Cornerstone
virtual special meeting, you are urged to do so promptly. This Schedule does not affect the validity of any proxy card or voting instructions that Cornerstone stockholders may have previously received or delivered. No action is required by
Cornerstone stockholder who has previously delivered a proxy or voting instructions and who does not wish to revoke or change that proxy or voting instructions.
All page references are to pages in the Proxy Statement as filed by Cornerstone with the SEC pursuant to Rule 14(a) under the Securities
Exchange Act of 1934, as amended, on September 10, 2021, and terms used below, unless otherwise defined, have the meanings set forth in the Proxy Statement.
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1.
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The following disclosure replaces the last paragraph beginning on page 9 and the first full paragraph on
page 10, in the section titled The Support Agreements. The modified text is underlined below.
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In
connection with the execution of the Merger Agreement, Adam L. Miller, the Co-Chair of Cornerstones Board of Directors (the Board of Directors), and other stockholders affiliated with Mr. Miller, have entered into a voting and
support agreement (the Miller Support Agreement), a fund affiliated with Clearlake (the Clearlake Stockholder) has entered into a voting and support agreement (the Clearlake Support Agreement), and funds
affiliated with Vector Capital Management, L.P. (collectively, Vector and, together with Mr. Miller and the Clearlake Stockholder, the Signing Stockholders) have entered into a voting and support agreement
(the Vector Support Agreement and, together with the Miller Support Agreement and Clearlake Support Agreement, the Voting and Support Agreements). In addition, each of SLA CM Chicago Holdings, L.P. and SLA Chicago
Co-Invest II, L.P (collectively, the Silver Lake Group and together with the Signing Stockholders, the Signing Securityholders) has entered into a support agreement (the Silver Lake Support Agreements and,
together with Voting and Support Agreements, the Support Agreements). On October 7, 2021, Vector signed a Voting and Support Agreement to vote an additional 22,207 shares of Company common stock for the adoption of the Merger
Agreement and the Merger Proposal.
As of the close of business on the Record Date, the Signing Stockholders held, in the aggregate,
approximately 10,464,557 shares of common stock representing approximately 15.6% of the issued and outstanding shares of common stock entitled to vote at the Special Meeting. Under the Voting and Support Agreements, the Signing Stockholders
have agreed to, during the term of such agreements, vote the Signing Stockholders shares of common stock (i) in favor of the adoption of the Merger Agreement and the approval of the Merger and the other transactions contemplated by the
Merger Agreement; (ii) against any action or agreement which would result in a breach of any representation, warranty, covenant or obligation of Cornerstone in the Merger Agreement; and/or (iii) against any alternative acquisition
proposals and any action which is intended, or would reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the Merger. In addition, the Silver Lake Support Agreements require the Silver Lake Group to (y)
subject to limited exceptions, not to transfer or convert into common stock their Cornerstone Convertible Notes and (z) support certain amendments to the Indenture to facilitate the consummation of the Merger and the financing relating
thereto.
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2.
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The following replaces the sixth full paragraph on page 10, in the section titled Regulatory Approvals
Required for the Merger. The modified text is underlined below.
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On August 19, 2021, Cornerstone and
Clearlake made the necessary filings required to be made under the HSR Act, on August 23, 2021, Clearlake made the necessary filings required to be made under the German ARC, and on August 23, 2021, Clearlake made the necessary filings
required to be made under the Austrian Cartel Act. On September 3, 2021 Clearlake and Cornerstone received clearance for the transaction from the Bundeskartellamt (Federal Cartel Office, the FCO) with respect to the German
ARC. On September 20, 2021 at 11:59 p.m. Eastern Time, the waiting period applicable to the Merger under the HSR Act expired. On September 21, 2021 at 11:59 p.m. Central European Time, the waiting period
applicable to the Merger under the Austrian Cartel Act expired. Accordingly, the portion of the conditions to the Merger relating to the expiration or termination of the applicable waiting period under the HSR Act and the expiration of the
applicable waiting periods or receipt of the required consents under the German ARC and the Austrian Cartel Act have been satisfied. The Merger continues to be subject to the remaining conditions set forth in the Merger Agreement.
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3.
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The following replaces the eighth full paragraph on page 10, in the section titled Legal
Proceedings.
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On September 1, 2021, Shiva Stein, a purported stockholder of Cornerstone, commenced
an action in the United States District Court for the Southern District of New York, captioned Shiva Stein v. Cornerstone OnDemand, Inc., Case No. 1:21-cv-7364,
against Cornerstone and the Board of Directors (the Stein Complaint). On September 9, 2021, Alex Ciccotelli, a purported stockholder of Cornerstone, commenced an action in the United States District Court for the Southern District
of New York, captioned Alex Ciccotelli v. Cornerstone OnDemand, Inc., Case No. 1:21-cv-7553, against Cornerstone and the Board of Directors (the Ciccotelli
Complaint). On September 15, 2021, Ali Hansraj, a purported stockholder of Cornerstone, commenced an action in the United States District Court for the Eastern District of New York, captioned Ali Hansraj v. Cornerstone OnDemand,
Inc., Case