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Views on Our Independent Registered Public Accounting Firm and As a Matter of Good Corporate Governance

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Views on Our Independent Registered Public Accounting Firm and As a Matter of Good Corporate Governance 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 Wednesday, June 3, 2015 April 20, 2015 TO THE HOLDERS OF COMMON STOCK OF WORKDAY, INC.: The Annual Meeting of Stockholders of Workday, Inc., a Delaware corporation (Workday), will be held on Wednesday, June 3, 2015, at 9:00 a.m. Pacific Daylight Time, at 6160 Stoneridge Mall Road, Pleasanton, California, for the following purposes as more fully described in the accompanying Proxy Statement: 1. To elect two Class III directors to serve until the 2018 annual meeting of stockholders and until their 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, 2016; 3. To conduct an advisory vote regarding named executive officer compensation; 4. To conduct an advisory vote regarding the frequency of the advisory vote on named executive officer compensation; and 5. To transact such other business as may properly come before the meeting or any adjournments or postponements thereof. The Board of Directors of Workday fixed the close of business on April 6, 2015 as the record date for the meeting. Only stockholders of record of our common stock at the close of business on April 6, 2015 are entitled to notice of and to vote at the 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 20, 2015. The Notice contains instructions on how to access our proxy statement for our 2015 Annual Meeting of Stockholders and our fiscal 2015 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 your proxy card. 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 925.951.9005. YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Annual Meeting of Stockholders, we urge you to submit your vote via the Internet, telephone or mail. 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 Pleasanton, California 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 PROPOSAL NO. 4: ADVISORY VOTE ON FREQUENCY OF ADVISORY VOTE ON NAMED EXECUTIVE COMPENSATION ........................................................ 12 DIRECTORS AND CORPORATE GOVERNANCE .......................................... 13 Director Independence ................................................................ 13 Leadership Structure .................................................................. 13 Lead Independent Director ............................................................. 13 Executive Sessions of Independent Directors ............................................... 13 Code of Conduct ..................................................................... 13 Corporate Governance Guidelines ....................................................... 13 Meetings of the Board of Directors ....................................................... 14 Committees of the Board of Directors .................................................... 14 Compensation Committee Interlocks and Insider Participation ................................. 16 Considerations in Evaluating Director Nominees ............................................ 16 Stockholder Recommendations for Nominations to the Board of Directors ....................... 17 Non-Employee Director Compensation ................................................... 18 Communications with the Board of Directors .............................................. 18 REPORT OF THE AUDIT COMMITTEE .................................................. 19 RELATED PARTY TRANSACTIONS ..................................................... 20 NAMED EXECUTIVE OFFICERS AND OTHER EXECUTIVE MANAGEMENT ................ 22 EXECUTIVE COMPENSATION .......................................................... 24 Compensation Discussion and Analysis ................................................... 24 Executive Summary .................................................................. 24 Executive Compensation Philosophy, Objectives and Design .................................. 25 Our Compensation-Setting Process ....................................................... 26 Compensation Peer Group ............................................................. 27 Elements of Our Executive Compensation Program ......................................... 28 Other Compensation Policies ........................................................... 31 Tax and Accounting Considerations ...................................................... 32 Compensation Committee Report ........................................................ 33 SUMMARY COMPENSATION TABLE .................................................... 34 Grants of Plan-Based Awards in Fiscal 2015 ............................................... 35 Outstanding Equity Awards at Fiscal Year-End ............................................. 35 Option Exercises and Stock Vested in 2015 ................................................ 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 ........................................................... 42 ADDITIONAL INFORMATION .......................................................... 44 Stockholder Proposals for 2016 Annual Meeting ............................................ 44 Solicitation of Proxies ................................................................. 44 2015 Annual Report .................................................................. 44 OTHER MATTERS ..................................................................... 44 i WORKDAY, INC. 6230 Stoneridge Mall Road Pleasanton, California 94588 PROXY STATEMENT FOR 2015 ANNUAL MEETING OF STOCKHOLDERS to be held on June 3, 2015 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 at 9:00 a.m. PDT on Wednesday, June 3, 2015, and any postponements or adjournments thereof. The Annual Meeting will be held at 6160 Stoneridge Mall Road, Pleasanton, California. Beginning on or about April 20, 2015, we mailed to our stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy materials. 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 two Class III directors to hold office until the 2018 annual meeting of stockholders and until their 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 the fiscal year ending January 31, 2016; • an advisory vote regarding named executive officer compensation; • an advisory vote regarding the frequency of the advisory vote on named executive officer compensation; 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 Aneel Bhusri and David A. Duffield, our nominees for Class III directors; • FOR the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2016; • FOR an advisory vote regarding named
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