Workday, Inc. Form DEF 14A Filed 2021-04-26
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SECURITIES AND EXCHANGE COMMISSION FORM DEF 14A Definitive proxy statements Filing Date: 2021-04-26 | Period of Report: 2021-06-08 SEC Accession No. 0001104659-21-054900 (HTML Version on secdatabase.com) FILER Workday, Inc. Mailing Address Business Address 6110 STONERIDGE MALL 6110 STONERIDGE MALL CIK:1327811| IRS No.: 202480422 | State of Incorp.:DE | Fiscal Year End: 0131 ROAD ROAD Type: DEF 14A | Act: 34 | File No.: 001-35680 | Film No.: 21853852 PLEASANTON CA 94588 PLEASANTON CA 94588 SIC: 7374 Computer processing & data preparation 925-951-9000 Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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: Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS 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 1. To elect four nominees to our Board of Directors to serve as Class III directors until the 2024 Annual Meeting of Stockholders; 2. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our 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. 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 [email protected]. 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 Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS TABLE OF CONTENTS PROXY STATEMENT SUMMARY 1 Executive Compensation Philosophy, Objectives, and Design 39 PROPOSAL NO. 1: ELECTION OF Our Compensation-Setting Process 41 DIRECTORS 6 Compensation Peer Group 43 PROPOSAL NO. 2: RATIFICATION OF Overview of Fiscal 2021 Pay Decisions for APPOINTMENT OF INDEPENDENT Co-CEOs 43 REGISTERED PUBLIC ACCOUNTING FIRM 14 Elements of Our Executive Compensation PROPOSAL NO. 3: ADVISORY VOTE ON Program 44 NAMED EXECUTIVE OFFICER Other Compensation Policies 48 COMPENSATION 16 Tax and Accounting Considerations 50 PROPOSAL NO. 4: ADVISORY VOTE ON Compensation Committee Report 51 FREQUENCY OF FUTURE ADVISORY VOTES SUMMARY COMPENSATION TABLE 52 CONCERNING NAMED EXECUTIVE OFFICER COMPENSATION 17 Grants of Plan-Based Awards in Fiscal 2021 53 Outstanding Equity Awards at Fiscal Year-End 54 DIRECTORS AND CORPORATE Option Exercises and Stock Vested in Fiscal GOVERNANCE 18 2021 55 Corporate Governance 18 401(k) Plan 55 Code of Conduct 18 Pension Benefits 55 Our People 18 Nonqualified Deferred Compensation 55 Environmental and Social Initiatives 19 CEO Pay Ratio Disclosure 55 Risk Oversight by Our Board of Directors 20 EQUITY COMPENSATION PLAN Director Independence 20 INFORMATION 57 Leadership Structure 21 Securities Authorized for Issuance Under Equity Lead Independent Director 21 Compensation Plans 57 Executive Sessions of Independent Directors 21 Meetings of the Board of Directors 21 SECURITY OWNERSHIP OF CERTAIN Committees of the Board of Directors 21 BENEFICIAL OWNERS AND Compensation Committee Interlocks and Insider MANAGEMENT 58 Participation 24 Considerations in Evaluating Director SECTION 16(A) BENEFICIAL OWNERSHIP Nominees 24 REPORTING COMPLIANCE 60 Stockholder Recommendations for Nominations to the Board of Directors 25 EMPLOYMENT ARRANGEMENTS AND INDEMNIFICATION AGREEMENTS 61 Non-Employee Director Compensation 26 Communications with the Board of Directors 28 Potential Payments upon Termination or Change in Control 62 REPORT OF THE AUDIT COMMITTEE 29 Indemnification Arrangements 63 RELATED PARTY TRANSACTIONS 30 QUESTIONS AND ANSWERS 65 EXECUTIVE OFFICERS AND OTHER ADDITIONAL INFORMATION 69 EXECUTIVE MANAGEMENT 33 Stockholder Proposals for 2022 Annual EXECUTIVE COMPENSATION 37 Meeting 69 Solicitation of Proxies 69 Compensation Discussion and Analysis 37 Fiscal 2021 Annual Report 69 Executive Summary 37 Fiscal 2021 Compensation Highlights 38 OTHER MATTERS 69 Appointment of Co-CEO 38 Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS 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