4 nominees · 7 ballot items.
Election of four Class II directors; ratification of Ernst & Young LLP as auditors; advisory approval of executive compensation; approval of amended and restated 2022 Equity Incentive Plan (increase shares); approval of amended and restated 2012 Employee Stock Purchase Plan (increase shares); stockholder proposal on disclosure of employee retention rates by demographic category; stockholder proposal on disclosure of voting results by share class.
Elect four nominees as Class II directors to serve until the 2029 Annual Meeting: Wayne A.I. Frederick, M.D.; Mark J. Hawkins; Rhonda J. Morris; and George J. Still, Jr.
Ratify the appointment of Ernst & Young LLP as Workday’s independent registered public accounting firm for fiscal year ending January 31, 2027.
Non-binding, advisory vote to approve the compensation paid to Workday’s named executive officers (Say-on-Pay) as disclosed in the Proxy Statement.
Approve the amendment and restatement of the 2022 Equity Incentive Plan to increase the number of shares reserved for issuance by 20,000,000 shares.
Approve amendment and restatement of the 2012 ESPP to increase the number of shares reserved for issuance by 7,000,000 shares.
Stockholder proposal requests Workday disclose employee retention rates by categories required to be tracked under applicable laws (veteran status, age, gender, race, disability status) at reasonable cost excluding proprietary information.
Stockholder proposal requests Workday disclose voting results on shareholder matters split by share class (Class A one vote per share vs Class B ten votes per share) to show whether unaffiliated shareholders support proposals.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 5.60% | 13,833,094 | $1.8B |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.71% | 11,637,749 | $1.5B |
| 3 | HOTCHKIS WILEY CAPITAL MANAGEMENT LLC | 4.31% | 10,655,733 | $1.4B |
| 4 | STATE STREET CORP | 3.86% | 9,536,720 | $1.2B |
| 5 | EAGLE CAPITAL MANAGEMENT LLC | 3.53% | 8,707,006 | $1.1B |
| 6 | BlackRock, Inc. | 3.30% | 8,154,633 | $1.1B |
| 7 | First Eagle Investment Management, LLC | 3.03% | 7,489,403 | $973M |
| 8 | BlackRock, Inc. | 1.84% | 4,553,259 | $592M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.82% | 4,494,678 | $582M |
| 10 | GENERATION INVESTMENT MANAGEMENT LLP | 1.69% | 4,181,886 | $543M |
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