8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

June 20, 2018

Date of Report (Date of earliest event reported)

 

 

Workday, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-35680   20-2480422

(State or other jurisdiction of

incorporation or organization)

  

(Commission

File No.)

  

(I.R.S. employer

identification number)

6110 Stoneridge Mall Road

Pleasanton, California 94588

(Address of principal executive offices, including zip code)

(925) 951-9000

(Registrant’s telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

Workday, Inc. (“Workday”) held its Annual Meeting of Stockholders on June 20, 2018 (the “Annual Meeting”). At the Annual Meeting, Workday’s stockholders voted on four proposals, each of which is described in more detail in Workday’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 27, 2018. Present at the Annual Meeting in person or by proxy were holders representing 204,795,382 shares of Common Stock, representing 817,871,692 votes and 97.89% of the eligible votes, constituting a quorum. The following is a brief description of each matter voted upon and the certified results, including the number of votes cast for or against each matter and the number of abstentions, if applicable, and broker non-votes with respect to each matter.

The stockholders of Workday voted on the following items at the Annual Meeting:

 

  1. To elect three Class III directors to serve until the 2021 annual meeting of stockholders and until their successors are elected and qualified, subject to earlier resignation or removal;

 

  2. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2019;

 

  3. To conduct an advisory vote regarding named executive officer compensation; and

 

  4. To approve limits on non-employee director compensation under Workday’s 2012 Equity Incentive Plan.

The nominees for director proposed by Workday were elected to serve until Workday’s 2021 Annual Meeting of Stockholders and until their successors are elected and qualified, subject to earlier resignation or removal. The voting results were as follows:

 

Director Name:

    Votes For    Votes Withheld    Broker Non-Votes    Percentage
of Votes in
Favor

Aneel Bhusri

        802,305,518        948,924        14,617,250        99.88 %

David A. Duffield

        789,709,729        13,544,713        14,617,250        98.31 %

Lee J. Styslinger III

        802,005,372        1,249,070        14,617,250        99.84 %

Stockholders ratified the appointment of Ernst & Young LLP as Workday’s independent registered public accounting firm for Workday’s fiscal year ending January 31, 2019. The voting results were as follows:

 

Votes For

   

Votes Against

   

Abstentions

   

Broker Non-Votes

   

Percentage

of Votes in

Favor

816,753,303    693,395    424,994    —    99.91%

Stockholders voted for an advisory vote regarding named executive officer compensation. The voting results were as follows:

 

Votes For

   

Votes Against

   

Abstentions

   

Broker Non-Votes

   

Percentage

of Votes in

Favor

796,319,339    6,837,254    97,849    14,617,250    99.14%

Stockholders voted for a proposal to impose limits on non-employee director compensation. The voting results were as follows:

 

Votes For

   

Votes Against

   

Abstentions

   

Broker Non-Votes

   

Percentage

of Votes in

Favor

763,175,207    39,986,065    93,170    14,617,250    95.02%

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    Workday, Inc.
Date: June 25, 2018     By:  

/s/ James P. Shaughnessy

      James P. Shaughnessy
      Senior Vice President, General Counsel and Secretary