Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): June 8, 2021
WORKDAY, INC.
(Exact name of Registrant as specified in its charter)
Delaware
001-35680
20-2480422
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
6110 Stoneridge Mall Road
Pleasanton, California94588
(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)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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 class
Trading Symbol(s)
Name of each exchange on which registered
Class A Common Stock, par value $0.001
WDAY
The 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 8, 2021 (the “Annual Meeting”). At the Annual Meeting, Workday’s stockholders voted on four proposals, each of which is described in more detail in Workday’s definitive proxy statement filed with the Securities and Exchange Commission on April 26, 2021. Present at the Annual Meeting in person or by proxy were holders representing 226,695,714 shares of Common Stock, representing 747,087,639 votes and approximately 97.39% 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 III directors until the 2024 Annual Meeting of Stockholders and until their successors are elected and qualified, subject to earlier resignation or removal: Aneel Bhusri, Ann-Marie Campbell, David A. Duffield, and Lee J. Styslinger III;
2.To ratify the appointment of Ernst & Young LLP as Workday’s independent registered public accounting firm for the fiscal year ending January 31, 2022;
3.To approve, on an advisory basis, the compensation paid to Workday’s named executive officers; and
4.To approve, on an advisory basis, the frequency of future advisory votes concerning the compensation of Workday’s named executive officers.
The nominees for director proposed by Workday were elected to serve until Workday’s 2024 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 For
Votes Withheld
Broker Non-Votes
Aneel Bhusri
726,247,378
4,513,676
16,326,585
Ann-Marie Campbell
712,395,737
18,365,317
16,326,585
David A. Duffield
726,517,148
4,243,906
16,326,585
Lee J. Styslinger III
724,588,127
6,172,927
16,326,585
Stockholders ratified the appointment of Ernst & Young LLP as Workday’s independent registered public accounting firm for Workday’s fiscal year ending January 31, 2022. The voting results were as follows:
Votes For
Votes Against
Abstentions
Broker Non-Votes
745,539,082
1,021,844
526,713
–
Stockholders approved, on an advisory basis, the compensation paid to Workday’s named executive officers. The voting results were as follows:
Votes For
Votes Against
Abstentions
Broker Non-Votes
696,013,165
34,288,552
459,337
16,326,585
On an advisory basis, stockholders voted to hold annual advisory votes concerning the compensation of Workday’s named executive officers. The voting results were as follows:
1 Year
2 Years
3 Years
Abstentions
729,381,663
68,042
940,011
371,338
Based on the results of the vote, and consistent with the Board of Director’s recommendation, Workday will hold an annual advisory vote concerning the compensation of Workday’s named executive officers until the next required advisory vote on the frequency of future votes concerning named executive officer compensation.
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 11, 2021
Workday, Inc.
/s/ Richard H. Sauer
Richard H. Sauer
Chief Legal Officer, Head of Corporate Affairs, and Corporate Secretary
