Exhibit
3.2
CORNERSTONE
ONDEMAND, INC.
Cornerstone
OnDemand, Inc., a corporation organized and existing under the laws of the State
of Delaware (the “Corporation”), hereby
certifies as follows:
A. The
Corporation was originally incorporated under the name “CyberU,
Inc.” The original certificate of incorporation of the Corporation
was filed with the Secretary of State of Delaware on May 24, 1999.
B. Pursuant
to Sections 242 and 245 of the General Corporation Law of the State of Delaware
(the “DGCL”), this
Amended and Restated Certificate of Incorporation (the “Restated Certificate”)
restates, integrates and further amends the provisions of the Corporation’s
Eighth Amended and Restated Certificate of Incorporation (the “Existing
Certificate”).
C. The
Restated Certificate has been duly approved by the board of directors of the
Corporation (the “Board of
Directors”) pursuant to Sections 242 and 245 of the DGCL.
D. The
Restated Certificate has been duly approved by the written consent of the
stockholders of the Corporation pursuant to Sections 228, 242 and 245 of the
DGCL.
E. The
Existing Certificate is hereby amended and restated in its entirety to read as
follows:
ARTICLE
I
The name
of the Corporation is Cornerstone OnDemand, Inc.
ARTICLE
II
The
address of the Corporation’s registered office in the State of Delaware is the
Corporation Trust Center, 1209 Orange Street in the City of Wilmington, County
of New Castle, Delaware 19801. The name of its registered agent at such address
is The Corporation Trust Company.
ARTICLE
III
The
purpose of the Corporation is to engage in any lawful act or activity for which
corporations may be organized under the DGCL.
ARTICLE
IV
The total
number of shares of stock that the Corporation shall have authority to issue is
1,050,000,000, consisting of the following:
1,000,000,000
shares of Common Stock, par value $0.0001 per share. Each share of Common Stock
shall entitle the holder thereof to one (1) vote on each matter submitted to a
vote at a meeting of stockholders.
50,000,000
shares of Preferred Stock, par value $0.0001 per share, which may be issued from
time to time in one or more series pursuant to a resolution or resolutions
providing for such issue duly adopted by the Board of Directors (authority to do
so being hereby expressly vested in the Board of Directors). The Board of
Directors is further authorized, subject to limitations prescribed by law, to
fix by resolution or resolutions the designations, privileges, preferences and
rights, and the qualifications, limitations or restrictions thereof, of any
wholly unissued series of Preferred Stock, including without limitation
authority to fix by resolution or resolutions the dividend rights, dividend
rate, conversion rights, voting rights, rights and terms of redemption
(including sinking fund provisions), redemption price or prices, and liquidation
preferences of any such series, and the number of shares constituting any such
series and the designation thereof, or any of the foregoing.
The Board
of Directors is further authorized to increase (but not above the total number
of authorized shares of the class) or decrease (but not below the number of
shares of any such series then outstanding) the number of shares of any series,
the number of which was fixed by it, subsequent to the issuance of shares of
such series then outstanding, subject to the powers, preferences and rights, and
the qualifications, limitations and restrictions thereof stated in the
Certificate of Incorporation or the resolution of the Board of Directors
originally fixing the number of shares of such series. If the number of shares
of any series is so decreased, then the shares constituting such decrease shall
resume the status which they had prior to the adoption of the resolution
originally fixing the number of shares of such series.
ARTICLE
V
The
number of directors that constitutes the entire Board of Directors of the
Corporation shall be fixed by, or in the manner provided in, the bylaws of the
Corporation (the “Bylaws”). At each annual
meeting of the stockholders of the Corporation (each, an “Annual Meeting”), directors of
the Corporation shall be elected to hold office until the expiration of the term
for which they are elected and until their successors have been duly elected and
qualified or until their earlier resignation or removal; except that if any such
election shall not be so held, such election shall take place at a stockholders’
meeting called and held in accordance with the DGCL.
Effective
upon the effective date of the Corporation’s initial public offering (the “Effective Date”), the
directors of the corporation shall be divided into three classes as nearly equal
in size as is practicable, hereby designated Class I, Class II and Class III.
The Board of Directors may assign members of the Board of Directors already in
office to such classes at the time such classification becomes effective. The
term of office of the initial Class I directors shall expire at the first
regularly-scheduled Annual Meeting following the Effective Date, the term of
office of the initial Class II directors shall expire at the second Annual
Meeting following the Effective Date and the term of office of the initial Class
III directors shall expire at the third Annual Meeting following the Effective
Date. At each Annual Meeting, commencing with the first regularly-scheduled
Annual Meeting following the Effective Date, each of the successors elected to
replace the directors of a class of directors whose term shall have expired at
such Annual Meeting shall be elected to hold office until the third Annual
Meeting next succeeding his or her election and until his or her respective
successor shall have been duly elected and qualified.
Notwithstanding
the foregoing provisions of this Article, each director shall serve until his or
her successor is duly elected and qualified or until his or her death,
resignation, or removal. If the number of directors is hereafter changed, any
newly created directorships or decrease in directorships shall be so apportioned
among the classes as to make all classes as nearly equal in number as is
practicable, provided that no decrease in the number of directors constituting
the Board of Directors shall shorten the term of any incumbent
director.
Any
director may be removed from office by the stockholders of the Corporation only
for cause. Vacancies occurring on the Board of Directors for any reason and
newly created directorships resulting from an increase in the authorized number
of directors may be filled only by vote of a majority of the remaining members
of the Board of Directors, although less than a quorum, or by a sole remaining
director, at any meeting of the Board of Directors. A person so elected by the
Board of Directors to fill a vacancy or newly created directorship shall hold
office until the next election of the class for which such director shall have
been chosen and until his or her successor shall be duly elected and
qualified.
ARTICLE
VI
In
furtherance and not in limitation of the powers conferred by statute, the Board
of Directors of the Corporation is expressly authorized to adopt, amend or
repeal the Bylaws of the Corporation.
ARTICLE
VII
Elections
of directors need not be by written ballot unless the Bylaws shall so
provide.
ARTICLE
VIII
No action
shall be taken by the stockholders of the Corporation except at an annual or
special meeting of the stockholders called in accordance with the Bylaws, and no
action shall be taken by the stockholders by written consent.
ARTICLE
IX
To the
fullest extent permitted by the DGCL, as it presently exists or may hereafter be
amended from time to time, a director of the Corporation shall not be personally
liable to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director. If the DGCL is amended to authorize corporate
action further eliminating or limiting the personal liability of directors, then
the liability of each director of the Corporation shall be eliminated or limited
to the fullest extent permitted by the DGCL, as so amended.
The
Corporation shall indemnify, to the fullest extent permitted by applicable law,
any director or officer of the Corporation who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative (a
“Proceeding”) by reason
of the fact that he or she is or was a director, officer, employee or agent of
the Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, including service with respect to employee
benefit plans, against expenses (including attorneys’ fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person
in connection with any such Proceeding. The Corporation shall be required to
indemnify a person in connection with a Proceeding initiated by such person only
if the Proceeding was authorized by the Board of Directors.
The
Corporation shall have the power to indemnify, to the extent permitted by the
DGCL, as it presently exists or may hereafter be amended from time to time, any
employee or agent of the Corporation who is or was a party or is threatened to
be made a party to any Proceeding by reason of the fact that he or she is or was
a director, officer, employee or agent of the Corporation or is or was serving
at the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans, against expenses
(including attorneys’ fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with any such
Proceeding.
Neither
any amendment nor repeal of this Article IX, nor the amendment of the Restated
Certificate to adopt any provision inconsistent with this Article IX, shall
eliminate or reduce the effect of this Article IX in respect of any matter
occurring, or any cause of action, suit or proceeding accruing or arising or
that, but for this Article IX, would accrue or arise, prior to such amendment,
repeal or adoption of an inconsistent provision.
ARTICLE
X
Except as
provided in Article IX above, the Corporation reserves the right to amend,
alter, change or repeal any provision contained in this Restated Certificate, in
the manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders of the Corporation herein are granted subject to this reservation;
provided, however, that notwithstanding any other provision of this Restated
Certificate, and in addition to any other vote that may be required by law, the
affirmative vote of the holders of at least 70% of the voting power of all then
outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors, voting together as a single class, shall
be required to amend, alter or repeal, or adopt any provision as part of this
Restated Certificate inconsistent with the purpose and intent of Article V,
Article VI, Article VIII or this Article X (including, without limitation, any
such Article as renumbered as a result of any amendment, alteration, change,
repeal or adoption of any other Article).
IN
WITNESS WHEREOF, Cornerstone OnDemand, Inc. has caused this Amended and Restated
Certificate of Incorporation to be signed by the President and Chief Executive
Officer of the Corporation on this ____ day of _________ 20__.
By: ____________________________
President and Chief Executive
Officer
