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WORKDAY, INC. (Exact Name of Registrant As Specified in Its Charter)

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WORKDAY, INC. (Exact Name of Registrant As Specified in Its Charter) Table of Contents 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: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ 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): ☒ No fee required. ☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11 1) Title of each class of securities to which transaction applies: 2) Aggregate number of securities to which transaction applies: 3) 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): 4) Proposed maximum aggregate value of transaction: 5) Total fee paid: ☐ Fee paid previously with preliminary materials. ☐ 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. 1) Amount Previously Paid: 2) Form, Schedule or Registration Statement No.: 3) Filing Party: 4) Date Filed: Table of Contents WORKDAY, INC. 6230 STONERIDGE MALL ROAD PLEASANTON, CALIFORNIA 94588 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To Be Held at 9:00 a.m. Pacific Daylight Time on Tuesday, June 20, 2017 April 28, 2017 TO THE HOLDERS OF COMMON STOCK OF WORKDAY, INC.: The Annual Meeting of Stockholders of Workday, Inc., a Delaware corporation (“Workday”), will be held virtually on Tuesday, June 20, 2017, at 9:00 a.m. Pacific Daylight Time, for the following purposes as more fully described in the accompanying Proxy Statement: 1. To elect three Class II directors to serve until the 2020 annual meeting of stockholders and until their respective successors are elected and qualified, subject to their earlier resignation or removal; 2. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending January 31, 2018; 3. To conduct an advisory vote to approve the compensation paid to Workday’s named executive officers; and 4. To transact such other business as may properly come before the meeting or any adjournments or postponements thereof. This year’s annual meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to listen to the annual meeting, submit your questions and vote during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/WDAY and entering the 16-digit control number included in our Notice of Internet Availability of Proxy Materials, on your proxy card or in the instructions that accompanied your proxy materials. The Board of Directors of Workday fixed the close of business on April 21, 2017 as the record date for the meeting. Only stockholders of record of our common stock at the close of business on April 21, 2017 are entitled to notice of and to vote at the annual meeting. Further information regarding voting rights and the matters to be voted upon is presented in our proxy statement. A Notice of Internet Availability of Proxy Materials (“Notice”) is being mailed to stockholders of record as of the record date beginning on or about April 28, 2017. The Notice contains instructions on how to access our proxy statement for our 2017 Annual Meeting of Stockholders and our fiscal 2017 annual report to stockholders on Form 10-K (together, the “proxy materials”). The Notice also provides instructions on how to vote online, by telephone or by mail and includes instructions on how to receive a paper copy of proxy materials by mail. The proxy materials can be accessed directly at the following Internet address: www.proxyvote.com by entering the control number located on the Notice of Internet Availability of Proxy Materials, on your proxy card or in the instructions that accompanied your proxy materials. 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 [email protected]. YOUR VOTE IS IMPORTANT. Whether or not you plan to participate in our Annual Meeting of Stockholders, we urge you to submit your vote via the Internet, telephone or mail. Your vote by proxy will ensure your representation at the meeting regardless of whether you attend the virtual meeting or not. Returning your proxy does not deprive you of your right to vote your shares at the virtual meeting. We appreciate your continued support of Workday and look forward to receiving your proxy. By order of the Board of Directors, Aneel Bhusri Chief Executive Officer and Director Pleasanton, California Table of Contents Table of Contents QUESTIONS AND ANSWERS 1 PROPOSAL NO. 1: ELECTION OF DIRECTORS 6 PROPOSAL NO. 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 9 PROPOSAL NO. 3: ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION 11 DIRECTORS AND CORPORATE GOVERNANCE 12 Director Independence 12 Leadership Structure 12 Lead Independent Director 12 Executive Sessions of Independent Directors 12 Code of Conduct 12 Corporate Governance Guidelines 12 Meetings of the Board of Directors 12 Committees of the Board of Directors 13 Compensation Committee Interlocks and Insider Participation 14 Considerations in Evaluating Director Nominees 15 Stockholder Recommendations for Nominations to the Board of Directors 15 Non-Employee Director Compensation 16 Communications with the Board of Directors 16 REPORT OF THE AUDIT COMMITTEE 17 RELATED PARTY TRANSACTIONS 18 NAMED EXECUTIVE OFFICERS AND OTHER EXECUTIVE MANAGEMENT 20 EXECUTIVE COMPENSATION 22 Compensation Discussion and Analysis 22 Executive Summary 22 Executive Compensation Philosophy, Objectives and Design 22 Our Compensation-Setting Process 24 Compensation Peer Group 26 Elements of Our Executive Compensation Program 27 Other Compensation Policies 30 Tax and Accounting Considerations 31 Compensation Committee Report 32 SUMMARY COMPENSATION TABLE 33 Grants of Plan-Based Awards in Fiscal 2017 34 Outstanding Equity Awards at Fiscal Year-End 35 Option Exercises and Stock Vested in Fiscal 2017 36 401(k) Plan 36 Pension Benefits 36 Nonqualified Deferred Compensation 36 EQUITY COMPENSATION PLAN INFORMATION 37 Securities Authorized for Issuance Under Equity Compensation Plans 37 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 38 SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE 40 EMPLOYMENT ARRANGEMENTS AND INDEMNIFICATION AGREEMENTS 41 Potential Payments upon Termination or Change in Control 42 Indemnification arrangements 43 ADDITIONAL INFORMATION 44 Stockholder Proposals for 2018 Annual Meeting 44 Solicitation of Proxies 44 Fiscal 2017 Annual Report 44 OTHER MATTERS 44 i Table of Contents WORKDAY, INC. 6230 Stoneridge Mall Road Pleasanton, California 94588 PROXY STATEMENT FOR 2017 ANNUAL MEETING OF STOCKHOLDERS to be held on June 20, 2017 at 9:00 a.m. PDT This proxy statement and the enclosed form of proxy are furnished in connection with solicitation of proxies by our Board of Directors for use at the annual meeting of stockholders (the “Annual Meeting”) to be held virtually at 9:00 a.m. PDT on Tuesday, June 20, 2017, and any postponements or adjournments thereof. The Annual Meeting can be accessed via the Internet at www.virtualshareholdermeeting.com/WDAY where you will be able to listen to the meeting live, submit questions and vote online. Beginning on or about April 28, 2017, a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy materials is being mailed to our stockholders. QUESTIONS AND ANSWERS The information provided in the “question and answer” format below is for your convenience only and is merely a summary of the information contained in this proxy statement. You should read this entire proxy statement carefully. What matters am I voting on? You will be voting on: • the election of three Class II directors to serve until the 2020 annual meeting of stockholders and until their respective successors are elected and qualified, subject to earlier resignation or removal; • a proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending January 31, 2018; • a proposal to approve, on an advisory basis, the compensation paid to Workday’s named executive officers; and • any other business that may properly come before the meeting. How does the Board of Directors recommend I vote on these proposals? The Board of Directors recommends a vote: • FOR the election of Christa Davies, Michael A. Stankey, and George J. Still, Jr., as Class II directors to serve until the 2020 annual meeting of stockholders and until their respective successors are elected and qualified, subject to earlier resignation or removal; • FOR the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2018; and • FOR the advisory vote to approve the compensation paid to Workday’s named executive officers. Why are you holding a virtual meeting and how can stockholders attend? We believe hosting our Annual Meeting virtually will reduce costs, expand access and enable improved communication. Stockholders will be able to attend our Annual Meeting, vote and ask questions online from virtually any location around the world. To participate in our virtual Annual Meeting, visit www.virtualshareholdermeeting.com/WDAY with your 16-digit control number included in our Notice of Internet Availability of Proxy Materials, on your proxy card or in the instructions that accompanied your proxy materials.
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