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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 Wednesday, June 20, 2018 April 27, 2018 TO THE HOLDERS OF COMMON STOCK OF WORKDAY, INC.: The 2018 Annual Meeting of Stockholders of Workday, Inc., a Delaware corporation (“Workday”), will be held virtually on Wednesday, June 20, 2018, 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 III directors to serve until the 2021 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, 2019; 3. To conduct an advisory vote to approve the compensation paid to Workday’s named executive officers; 4. To approve limits on awards to non-employee directors under the 2012 Equity Incentive Plan; and 5. 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/WDAY2018 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 23, 2018 as the record date for the meeting. Only stockholders of record of our common stock at the close of business on April 23, 2018 are entitled to notice of and to vote at the 2018 Annual Meeting of Stockholders. 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 beginning on or about April 27, 2018. The Notice contains instructions on how to access our proxy statement for our 2018 Annual Meeting of Stockholders and our fiscal 2018 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 website: www.proxyvote.com by entering the control number located on the Notice, 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 2018 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 PROPOSAL NO. 4: LIMITS ON AWARDS TO NON-EMPLOYEE DIRECTORS UNDER THE 2012 EQUITY INCENTIVE PLAN 12 DIRECTORS AND CORPORATE GOVERNANCE 16 Director Independence 16 Leadership Structure 16 Lead Independent Director 16 Executive Sessions of Independent Directors 16 Code of Conduct 16 Corporate Governance Guidelines 16 Meetings of the Board of Directors 16 Committees of the Board of Directors 17 Compensation Committee Interlocks and Insider Participation 18 Considerations in Evaluating Director Nominees 19 Stockholder Recommendations for Nominations to the Board of Directors 19 Non-Employee Director Compensation 20 Communications with the Board of Directors 20 REPORT OF THE AUDIT COMMITTEE 21 RELATED PARTY TRANSACTIONS 22 EXECUTIVE OFFICERS AND OTHER EXECUTIVE MANAGEMENT 24 EXECUTIVE COMPENSATION 27 Compensation Discussion and Analysis 27 Executive Summary 27 Executive Compensation Philosophy, Objectives and Design 27 Our Compensation-Setting Process 29 Compensation Peer Group 30 Elements of Our Executive Compensation Program 31 Other Compensation Policies 34 Tax and Accounting Considerations 35 Compensation Committee Report 36 SUMMARY COMPENSATION TABLE 37 Grants of Plan-Based Awards in Fiscal 2018 38 Outstanding Equity Awards at Fiscal Year-End 38 Option Exercises and Stock Vested in Fiscal 2018 39 401(k) Plan 39 Pension Benefits 39 Nonqualified Deferred Compensation 39 CEO Pay Ratio Disclosure 39 EQUITY COMPENSATION PLAN INFORMATION 41 Securities Authorized for Issuance Under Equity Compensation Plans 41 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 42 SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE 44 EMPLOYMENT ARRANGEMENTS AND INDEMNIFICATION AGREEMENTS 45 Potential Payments upon Termination or Change in Control 46 Indemnification Arrangements 46 ADDITIONAL INFORMATION 48 Stockholder Proposals for 2019 Annual Meeting 48 Solicitation of Proxies 48 Fiscal 2018 Annual Report 48 OTHER MATTERS 48 ANNEX A A-1 2012 Equity Incentive Plan, as Amended A-1 i Table of Contents WORKDAY, INC. 6230 Stoneridge Mall Road Pleasanton, California 94588 PROXY STATEMENT FOR 2018 ANNUAL MEETING OF STOCKHOLDERS to be held on June 20, 2018 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 2018 Annual Meeting of Stockholders (the “Annual Meeting”) to be held virtually at 9:00 a.m. PDT on Wednesday, June 20, 2018, and any postponements or adjournments thereof. The Annual Meeting can be accessed via the Internet at www.virtualshareholdermeeting.com/WDAY2018 where you will be able to listen to the meeting live, submit questions, and vote online. Beginning on or about April 27, 2018, a Notice of Internet Availability of Proxy Materials (“Notice”) containing instructions on how to access our proxy statement for our 2018 Annual Meeting of Stockholders and our fiscal 2018 Annual Report to Stockholders on Form 10-K (together, the “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 III directors to serve until the 2021 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, 2019; • a proposal to approve, on an advisory basis, the compensation paid to Workday’s named executive officers; • a proposal to approve limits on awards to non-employee directors under the 2012 Equity Incentive Plan; 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, David A. Duffield, and Lee J. Styslinger III as Class III directors to serve until the 2021 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, 2019; • FOR the advisory vote to approve the compensation paid to Workday’s named executive officers; and • FOR the proposal to approve limits on awards to non-employee directors under the 2012 Equity Incentive Plan.
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