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Workday, Inc. Proxy Solicitation & Information Statement 2024

May 7, 2024

29968_rns_2024-05-07_bb26fb1e-0b23-4eaa-826c-c117701d852a.zip

Proxy Solicitation & Information Statement

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DEFA14A 1 tm2330044d6_defa14a.htm DEFA14A

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 14A

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

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Filed by the Registrant x 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

x Definitive Additional Materials

¨ Soliciting Material under § 240.14a-12

WORKDAY, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x No fee required.

¨ Fee paid previously with preliminary materials.

¨ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

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Your Vote Counts! Please check the meeting materials for any special requirements for meeting attendance. Smartphone users Point your camera here and vote without entering a control number For complete information and to vote, visit www.ProxyVote.com Control # V48149-P04843 WORKDAY, INC. 6110 STONERIDGE MALL ROAD PLEASANTON, CA 94588 WORKDAY, INC. 2024 Annual Meeting Vote by June 17, 2024 11:59 PM EDT You invested in WORKDAY, INC. and it’s time to vote! You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy materials for the stockholder meeting to be held on June 18, 2024. Vote Online at the Virtual Meeting June 18, 2024 9:00 AM PDT Access the Virtual Meeting at: www.virtualshareholdermeeting.com/WDAY2024 Get informed before you vote View the Combined Proxy Statement and Annual Report online OR you can receive a free paper or email copy of the material(s) by submitting a request prior to June 4, 2024. If you would like to request a copy of the material(s) for this and/or future stockholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639, or (3) send an email to [email protected]. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy of the materials.

Vote at www.ProxyVote.com Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Delivery Settings”. Voting Items Board Recommends V48150-P04843 THIS IS NOT A VOTABLE BALLOT This is an overview of the proposals being presented at the upcoming stockholder meeting. Please follow the instructions on the reverse side to vote these important matters. 1. Election of Class III Directors Nominees: 1a. Aneel Bhusri For 1b. Thomas F. Bogan For 1c. Lynne M. Doughtie For 2. To ratify the appointment of Ernst & Young LLP as Workday’s independent registered public accounting firm for the fiscal year ending January 31, 2025. For 3. To approve, on an advisory basis, the compensation of our named executive officers as disclosed in the Proxy Statement. For 4. To approve an amendment to our Restated Certificate of Incorporation to reflect Delaware law provisions providing for officer exculpation. For