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Published: 2022-06-24 16:06:31 ET
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wday-20220622
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): June 22, 2022
WORKDAY, INC.
(Exact name of Registrant as specified in its charter)
Delaware001-3568020-2480422
(State or other jurisdiction
of incorporation)		(Commission
File Number)		(I.R.S. Employer
Identification No.)
6110 Stoneridge Mall Road
Pleasanton, California 94588
(Address of principal executive offices)

Registrant’s telephone number, including area code: (925) 951-9000

N/A
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, par value $0.001WDAYThe Nasdaq Stock Market LLC
(Nasdaq Global Select Market)
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 5.07 — Submission of Matters to a Vote of Security Holders

Workday, Inc. (“Workday”) held its Annual Meeting of Stockholders on June 22, 2022 (the “Annual Meeting”). At the Annual Meeting, Workday’s stockholders voted on five proposals, each of which is described in more detail in Workday’s definitive proxy statement filed with the Securities and Exchange Commission on May 10, 2022. Present at the Annual Meeting in person or by proxy were holders representing 228,460,595 shares of Common Stock, representing 721,129,793 votes and approximately 96.30% of the eligible votes, constituting a quorum. The following is a brief description of each matter voted upon and the certified results, including the number of votes cast for or against each matter and the number of abstentions and broker non-votes, if applicable, with respect to each matter.

The stockholders of Workday voted on the following items at the Annual Meeting:

1.To elect to our Board of Directors the following nominees to serve as Class I directors until the 2025 Annual Meeting of Stockholders and until their successors are elected and qualified, subject to earlier resignation or removal: Lynne M. Doughtie, Carl M. Eschenbach, Michael M. McNamara, and Jerry Yang;
2.To ratify the appointment of Ernst & Young LLP as Workday’s independent registered public accounting firm for the fiscal year ending January 31, 2023;
3.To approve, on an advisory basis, the compensation paid to Workday’s named executive officers;
4.To approve the 2022 Equity Incentive Plan to replace our 2012 Equity Incentive Plan; and
5.To approve the Amended and Restated 2012 Employee Stock Purchase Plan.

The nominees for director proposed by Workday were elected to serve until Workday’s 2025 Annual Meeting of Stockholders and until their successors are elected and qualified, subject to earlier resignation or removal. The voting results were as follows:

Director Name:Votes ForVotes WithheldBroker Non-Votes
Lynne M. Doughtie699,850,9141,279,31919,999,560
Carl M. Eschenbach604,378,61996,751,61419,999,560
Michael M. McNamara668,908,35432,221,87919,999,560
Jerry Yang684,256,36116,873,87219,999,560

Stockholders ratified the appointment of Ernst & Young LLP as Workday’s independent registered public accounting firm for Workday’s fiscal year ending January 31, 2023. The voting results were as follows:

Votes ForVotes AgainstAbstentionsBroker Non-Votes
718,870,3381,264,855994,600–

Stockholders approved, on an advisory basis, the compensation paid to Workday’s named executive officers. The voting results were as follows:

Votes ForVotes AgainstAbstentionsBroker Non-Votes
600,599,96299,632,313897,95819,999,560

Stockholders approved the 2022 Equity Incentive Plan to replace our 2012 Equity Incentive Plan. The voting results were as follows:

Votes ForVotes AgainstAbstentionsBroker Non-Votes
604,469,22195,803,249857,76319,999,560

Stockholders approved the Amended and Restated 2012 Employee Stock Purchase Plan. The voting results were as follows:

Votes ForVotes AgainstAbstentionsBroker Non-Votes
698,928,7761,353,102848,35519,999,560


Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: June 24, 2022
 Workday, Inc.
 
/s/ Richard H. Sauer
 
Richard H. Sauer
Chief Legal Officer, Head of Corporate Affairs, and Corporate Secretary