wday-20260616
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
Date of Report (date of earliest event reported): June 16, 2026
WORKDAY, INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 001-35680 | 20-2480422 | ||||||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
6110 Stoneridge Mall Road
Pleasanton, California 94588
(Address of principal executive offices)
Registrant’s telephone number, including area code: (925) 951-9000
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | 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)) | ||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Class A Common Stock, par value $0.001 | WDAY | The Nasdaq Stock Market LLC | ||||||
| (Nasdaq Global Select Market) | ||||||||
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 held its Annual Meeting of Stockholders on June 16, 2026 (the “Annual Meeting”). At the Annual Meeting, Workday’s stockholders voted on seven proposals, each of which is described in more detail in Workday’s definitive proxy statement filed with the Securities and Exchange Commission on May 5, 2026. Present at the Annual Meeting in person or by proxy were holders representing 234,935,667 shares of Common Stock, representing 647,437,770 votes and approximately 97.58% 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 and broker non-votes, if applicable, with respect to each matter.
The stockholders of Workday voted on the following items at the Annual Meeting:
1.To elect to Workday’s Board of Directors the following four nominees to serve as Class II directors until the 2029 Annual Meeting of Stockholders and until their successors are elected and qualified, subject to earlier resignation or removal: Wayne A.I. Frederick, M.D., Mark J. Hawkins, Rhonda J. Morris, and George J. Still, Jr.;
2.To ratify the appointment of Ernst & Young LLP as Workday’s independent registered public accounting firm for the fiscal year ending January 31, 2027;
3.To approve, on an advisory basis, the compensation paid to Workday’s named executive officers;
4.To approve the amendment and restatement of Workday’s 2022 Equity Incentive Plan to increase the number of shares of common stock reserved for issuance;
5.To approve the amendment and restatement of Workday’s 2012 Employee Stock Purchase Plan to increase the number of shares of common stock reserved for issuance;
6.To consider and vote upon a stockholder proposal regarding disclosure of employee retention rates by demographic category; and
7.To consider and vote upon a stockholder proposal regarding disclosure of voting results based on share class.
The nominees for director proposed by Workday were elected to serve until Workday’s 2029 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 Against | Abstentions | Broker Non-Votes | ||||||||||||||||||||||
| Wayne A.I. Frederick, M.D. | 531,480,982 | 94,397,373 | 403,526 | 21,155,889 | ||||||||||||||||||||||
| Mark J. Hawkins | 584,200,864 | 41,471,020 | 609,997 | 21,155,889 | ||||||||||||||||||||||
| Rhonda J. Morris | 621,425,341 | 4,438,163 | 418,377 | 21,155,889 | ||||||||||||||||||||||
| George J. Still, Jr. | 606,786,671 | 19,039,685 | 455,525 | 21,155,889 | ||||||||||||||||||||||
Stockholders ratified the appointment of Ernst & Young LLP as Workday’s independent registered public accounting firm for Workday’s fiscal year ending January 31, 2027. The voting results were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 643,771,793 | 3,099,109 | 566,868 | – | |||||||||||||||||
Stockholders approved, on an advisory basis, the compensation paid to Workday’s named executive officers. The voting results were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 548,387,515 | 77,467,758 | 426,608 | 21,155,889 | |||||||||||||||||
Stockholders approved the amendment and restatement of Workday’s 2022 Equity Incentive Plan to increase the number of shares of common stock reserved for issuance. The voting results were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 568,193,373 | 57,658,923 | 429,585 | 21,155,889 | |||||||||||||||||
Stockholders approved the amendment and restatement of Workday’s 2012 Employee Stock Purchase Plan to increase the number of shares of common stock reserved for issuance. The voting results were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 572,163,189 | 53,758,669 | 360,023 | 21,155,889 | |||||||||||||||||
Stockholders did not approve the stockholder proposal regarding disclosure of employee retention rates by demographic category. The voting results were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 22,915,097 | 602,186,490 | 1,180,294 | 21,155,889 | |||||||||||||||||
Stockholders did not approve the stockholder proposal regarding disclosure of voting results based on share class. The voting results were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 91,053,917 | 534,484,001 | 743,963 | 21,155,889 | |||||||||||||||||
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: June 22, 2026
| Workday, Inc. | |||||
| /s/ Richard H. Sauer | |||||
| Richard H. Sauer | |||||
Chief Legal Officer, Head of Corporate Affairs, and Corporate Secretary | |||||