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DEF 14A 1 tm213225-2_def14a.htm DEF 14A tm213225-2_def14a - none - 8.2500441s

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to § 240.14a-12

WORKDAY, INC.

(Exact Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):

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No fee required.

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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11

Title of each class of securities to which transaction applies:

Aggregate number of securities to which transaction applies:

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

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Fee paid previously with preliminary materials.

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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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WORKDAY, INC.
6110 STONERIDGE MALL ROAD
PLEASANTON, CALIFORNIA 94588

NOTICE OF 2021 ANNUAL MEETING OF STOCKHOLDERS

Date

June 8, 2021 (Tuesday)

Location Online at www.virtualshareholdermeeting.com/WDAY2021

Time

9:00 AM (Pacific Daylight Time)

Who Can Vote Stockholders of record as of April 12, 2021

The 2021 Annual Meeting of Stockholders (“Annual Meeting”) of Workday, Inc., a Delaware corporation (referred to as “Workday,” “we,” and “our”) will be held via live audio webcast on Tuesday, June 8, 2021, at 9:00 a.m. PDT to consider the Items of Business listed below and more fully described in the accompanying Proxy Statement. The Annual Meeting is being held in a virtual format to help reduce costs, expand access, enable improved communication, and address public health concerns arising from the COVID-19 pandemic.

Items of Business

To elect four nominees to our Board of Directors to serve as Class III directors until the 2024 Annual Meeting of Stockholders;

To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending January 31, 2022;

To approve, on an advisory basis, the compensation paid to Workday’s named executive officers; and

To approve, on an advisory basis, the frequency of future advisory votes concerning the compensation of Workday’s named executive officers.

All stockholders of record at the close of business on April 12, 2021 — which the Board of Directors has established as the record date — are entitled to vote on the above items and to attend the Annual Meeting. Beginning on or about April 26, 2021, a Notice of Internet Availability of Proxy Materials (the “Internet Notice”) is being mailed to stockholders of record. It contains instructions on how to access the Proxy Statement for our Annual Meeting and our Annual Report to Stockholders on Form 10-K for our fiscal year ended January 31, 2021 (together, the “proxy materials”) online at www.proxyvote.com. The Internet Notice also includes instructions on how to vote online, as well as how to receive a paper or email copy of the proxy materials, which will include instructions on voting by telephone or mail, as applicable.

You will be able to listen to the Annual Meeting, submit your questions, and vote during the live audio webcast of the meeting by visiting www.virtualshareholdermeeting.com/WDAY2021 and entering the 16-digit control number provided to you. Further details about voting and attending the Annual Meeting are set forth in the Question and Answer section beginning on page 65 of the Proxy Statement.

If you have any questions regarding this information or the proxy materials, please visit our website at www.workday.com or contact our Investor Relations department at (925) 379-6000 or via email at IR@workday.com.

YOUR VOTE IS IMPORTANT

Whether or not you plan to join our virtual Annual Meeting, please vote as
promptly as possible to ensure your representation at the meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 8, 2021: THIS PROXY STATEMENT AND THE ANNUAL REPORT ARE AVAILABLE AT www.proxyvote.com

We appreciate your continued support of Workday and look forward to receiving your proxy.

By order of the Board of Directors,

Aneel Bhusri
Co-Chief Executive Officer and
Chairman of the Board of Directors
April 26, 2021

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	PROXY STATEMENT SUMMARY			1
	PROPOSAL NO. 1: ELECTION OF DIRECTORS			6
	PROPOSAL NO. 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			14
	PROPOSAL NO. 3: ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION			16
	PROPOSAL NO. 4: ADVISORY VOTE ON FREQUENCY OF FUTURE ADVISORY VOTES CONCERNING NAMED EXECUTIVE OFFICER COMPENSATION			17
	DIRECTORS AND CORPORATE GOVERNANCE			18
	Corporate Governance			18
	Code of Conduct			18
	Our People			18
	Environmental and Social Initiatives			19
	Risk Oversight by Our Board of Directors			20
	Director Independence			20
	Leadership Structure			21
	Lead Independent Director			21
	Executive Sessions of Independent Directors			21
	Meetings of the Board of Directors			21
	Committees of the Board of Directors			21
	Compensation Committee Interlocks and Insider Participation			24
	Considerations in Evaluating Director Nominees			24
	Stockholder Recommendations for Nominations to the Board of Directors			25
	Non-Employee Director Compensation			26
	Communications with the Board of Directors			28
	REPORT OF THE AUDIT COMMITTEE			29
	RELATED PARTY TRANSACTIONS			30
	EXECUTIVE OFFICERS AND OTHER EXECUTIVE MANAGEMENT			33
	EXECUTIVE COMPENSATION			37
	Compensation Discussion and Analysis			37
	Executive Summary			37
	Fiscal 2021 Compensation Highlights			38
	Appointment of Co-CEO			38

	Executive Compensation Philosophy, Objectives, and Design			39
	Our Compensation-Setting Process			41
	Compensation Peer Group			43
	Overview of Fiscal 2021 Pay Decisions for Co-CEOs			43
	Elements of Our Executive Compensation Program			44
	Other Compensation Policies			48
	Tax and Accounting Considerations			50
	Compensation Committee Report			51
	SUMMARY COMPENSATION TABLE			52
	Grants of Plan-Based Awards in Fiscal 2021			53
	Outstanding Equity Awards at Fiscal Year-End			54
	Option Exercises and Stock Vested in Fiscal 2021			55
	401(k) Plan			55
	Pension Benefits			55
	Nonqualified Deferred Compensation			55
	CEO Pay Ratio Disclosure			55
	EQUITY COMPENSATION PLAN INFORMATION			57
	Securities Authorized for Issuance Under Equity Compensation Plans			57
	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			58
	SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE			60
	EMPLOYMENT ARRANGEMENTS AND INDEMNIFICATION AGREEMENTS			61
	Potential Payments upon Termination or Change in Control			62
	Indemnification Arrangements			63
	QUESTIONS AND ANSWERS			65
	ADDITIONAL INFORMATION			69
	Stockholder Proposals for 2022 Annual Meeting			69
	Solicitation of Proxies			69
	Fiscal 2021 Annual Report			69
	OTHER MATTERS			69

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INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

This Proxy Statement contains forward-looking statements, which are subject to safe harbor protection under the Private Securities Litigation Reform Act of 1995. All statements contained in this report other than statements of historical fact, including statements regarding our strategies and objectives, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “seek,” and similar expressions are intended to identify forward-looking statements. Risk factors that could cause actual results to differ are set forth in the “Risk Factors” section of, and elsewhere in, our Annual Report on Form 10-K for the fiscal year ended January 31, 2021 and our other filings with the Securities and Exchange Commission (“SEC”). All forward-looking statements are based on management’s estimates, projections, and assumptions as of the date hereof. Although we believe that the forward-looking statements are reasonable, we cannot guarantee future results, levels of activities, performance, or achievements. We undertake no duty to update any of these forward-looking statements after the date of this Proxy Statement or to conform these statements to actual results or revised expectations.

TRADEMARKS

Workday, the Workday logo, For a Changing World, VIBE, and Opportunity Onramps are trademarks of Workday, Inc., which may be registered in the United States and elsewhere. Other trademarks, service marks, or trade names appearing in this Proxy Statement are the property of their respective owners.

NO INCORPORATION OF WEBSITES BY REFERENCE

This Proxy Statement includes several website addresses. These are intended to provide inactive, textual references only, and the information on these websites is not a part of this Proxy Statement.

FISCAL YEAR

Our fiscal year ends on January 31. References to “fiscal 2021,” for example, refer to the fiscal year ended January 31, 2021.

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PROXY STATEMENT SUMMARY

This Proxy Statement and the enclosed form of proxy are being furnished in connection with the solicitation of proxies by the Board of Directors of Workday, also referred to as the “Board,” for use at the 2021 Annual Meeting of Stockholders. The below summary highlights the proposals to be acted on, as well as selected information about our corporate governance, executive compensation, and business. We encourage you to read the entire Proxy Statement for more information prior to voting.

2021 ANNUAL MEETING OF STOCKHOLDERS

	Date and Time:			June 8, 2021, 9:00 a.m. Pacific Daylight Time
	Location:			The Annual Meeting will be held online at www.virtualshareholdermeeting.com/WDAY2021 via a live audio webcast. You will not be able to attend the Annual Meeting in person.
	Record Date:			April 12, 2021
	Meeting Access:			Stockholders who held shares of our common stock as of the record date will be able to access and vote at the Annual Meeting by using the 16-digit control number included in the Internet Notice or with the proxy materials they received. Others may also access and listen to the virtual meeting via the link above but are not eligible to vote.
	Who Can Vote:			Holders of record of our Class A and Class B common stock as of the record date are entitled to vote. Our Class A common stock, which is publicly traded, has one vote per share. Our Class B common stock, which is primarily held by our executive officers, directors, and other affiliates, has 10 votes per share. We strongly encourage all stockholders to vote and to do so as promptly as possible.
	How to Vote			Below are the ways stockholders who held shares of our common stock as of the record date can vote ahead of and during the Annual Meeting. If you only received an Internet Notice, you can vote online. If you received a copy of the proxy materials, you can vote online, by phone, or by mail following the instructions provided. If you hold your shares through a broker, bank, or other nominee, you should receive a voting instruction form that contains voting instructions.

HOW TO VOTE (requires the 16-digit control number included in your Internet Notice, proxy card, or voting instruction form)

ONLINE
BEFORE
ANNUAL MEETING

PHONE
(if you received
proxy materials)

MAIL
(if you received
proxy materials)

ONLINE
DURING
ANNUAL MEETING

Go to www.proxyvote.com until 11:59 p.m. EDT on June 7, 2021

Call toll-free at 1-800-690-6903 until 11:59 p.m. EDT on June 7, 2021

Complete and mail your proxy card so it is received prior to the Annual Meeting

Go to www.virtualshareholdermeeting.com/
WDAY2021

Please see the “Question and Answer” section beginning on page 65 for additional information about the Annual Meeting, voting, and other procedures.

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PROXY STATEMENT SUMMARY

PROPOSALS AND BOARD RECOMMENDATIONS

PROPOSALS	BOARD RECOMMENDATION		FURTHER DETAILS
1. To elect to our Board of Directors the following four nominees to serve as Class III directors until the 2024 Annual Meeting of Stockholders: ANEEL BHUSRI, ANN-MARIE CAMPBELL, DAVID A. DUFFIELD, AND LEE J. STYSLINGER III		“FOR” each director nominee	Pages 6-13
2. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending January 31, 2022		“FOR”	Pages 14-15
3. To approve, on an advisory basis, the compensation of our named executive officers as disclosed in this Proxy Statement		“FOR”	Page 16
4. To approve, on an advisory basis, the frequency of future advisory votes concerning the compensation of our named executive officers		For “ONE YEAR”	Page 17

ELECTION OF DIRECTORS AND GOVERNANCE

Workday’s business and affairs are managed by or under the direction of our Board of Directors. The Board is organized into three classes, with the members of each class up for election once every three years. The Board monitors and reviews with management both the performance of Workday (in relation to its financial objectives, major goals, strategies, and competitors) and Workday’s long-term strategic business plans, as well as other pertinent issues affecting our business.

Our Board Recommends that you vote FOR each of the below nominees to serve as Class III directors until the 2024 Annual Meeting of Stockholders.

Nominees	Director Since	Independent	Current Committees
Aneel Bhusri, 55 Co-Founder, Co-Chief Executive Officer, and Chairman of the Board, Workday	2005		Investment
Ann-Marie Campbell, 56 Executive Vice President of U.S. Stores & International Operations, The Home Depot, Inc.	2019		Nominating & Governance
David A. Duffield, 80 Co-Founder, Chairman Emeritus of the Board, and Former Chief Executive Officer, Workday	2005		None
Lee J. Styslinger III, 60 Chairman of the Board and Chief Executive Officer, Altec, Inc.	2016		Audit

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PROXY STATEMENT SUMMARY

The below chart shows key attributes for the 12 current members of our Board, including the four nominees.

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We are committed to effective corporate governance that is informed by our stockholders, promotes the long-term interests of our stockholders, and strengthens Board and management accountability. Some highlights of our governance program include:

				Lead Independent Director
				Ongoing Board Refreshment — 2 New Independent Directors Added in 2020-2021
				Highly Independent Board (9 of 12 Directors) and 100% Independent Audit, Nominating & Governance, and Compensation Committees
				58% of Directors are Gender and/or Ethnically Diverse

				Annual Board and Committee Evaluations
				Robust Board Succession Planning
				Majority Voting for Directors
				Regular Executive Sessions of Independent Directors
				Stock Ownership Guidelines for Directors and Executives

EXECUTIVE COMPENSATION PROGRAM

We operate in a highly competitive and rapidly evolving market, and we expect competition among companies in our market to continue to increase. Our ability to compete and succeed in this environment is directly correlated to our ability to employ the talent necessary to execute against our business objectives. Our compensation philosophy is therefore designed to establish and maintain a compensation program that attracts and rewards talented individuals who possess the skills necessary to support our near-term objectives and create long-term value for our stockholders, expand our business, and assist in the achievement of our strategic goals. The key elements of our total rewards philosophy include:

Focus on ownership

Focus on innovation
and performance

Be fair and flexible

Our executive compensation program is comprised of base salary, semi-annual cash bonuses (other than for Mr. Bhusri), equity-based awards, and health and welfare programs. Our executive compensation program has been, and continues to be, weighted more heavily towards equity compensation. During fiscal 2021, the Compensation Committee of our Board of Directors reviewed and assessed our compensation philosophy, and together with the assistance of our independent compensation consultants and management, reviewed, evaluated, and approved the compensation arrangements of our executive officers. As more fully discussed in the Compensation Discussion and Analysis section of our Proxy Statement, Mr. Bhusri elected not to receive a stock award for fiscal 2021 and Mr. Fernandez received two individual stock awards, one as part of our regular compensation cycle and one at the time of his promotion to Co-CEO.

2021 Proxy Statement | 3

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PROXY STATEMENT SUMMARY

Below is an excerpt from our fiscal 2021 Summary Compensation Table. See page 52 for the full table and related footnotes.

Name	Title	Cash Compensation (Salary and Bonus)			Stock Awards			All Other Compensation			Total
Aneel Bhusri	Co-Chief Executive Officer and Chairman of the Board		$	65,000		$	—		$	2,628,925		$	2,693,925
James J. Bozzini	Chief Operating Officer			518,000			11,070,499			8,669			11,597,168
Luciano “Chano” Fernandez	Co-Chief Executive Officer and Director			925,447			25,867,043			265,284			27,057,774
Richard H. Sauer	Chief Legal Officer, Head of Corporate Affairs, and Corporate Secretary			741,000			5,535,323			592,875			6,869,198

SEC Form DEF 14A filed by Workday, Inc.