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  4. [8-K] Workday, Inc. Reports Material Event

Workday (NASDAQ: WDAY) investors approve directors, pay and equity plans

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Workday, Inc. reported voting results from its Annual Meeting of Stockholders held on June 16, 2026. Stockholders representing 647,437,770 votes, or approximately 97.58% of eligible votes, were present, establishing a strong quorum.

All four Class II director nominees were elected to serve until the 2029 annual meeting. Stockholders also ratified Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending January 31, 2027, and approved on an advisory basis the compensation paid to named executive officers. In addition, they approved amendments to the 2022 Equity Incentive Plan and the 2012 Employee Stock Purchase Plan to increase shares reserved for issuance. Two stockholder proposals, one on disclosure of employee retention rates by demographic category and another on disclosure of voting results based on share class, did not receive stockholder approval.

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Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Votes represented at meeting 647,437,770 votes Approximately 97.58% of eligible votes at June 16, 2026 meeting
Quorum percentage 97.58% of eligible votes Annual Meeting of Stockholders on June 16, 2026
Auditor ratification votes for 643,771,793 votes for Ratification of Ernst & Young LLP for fiscal year ending January 31, 2027
Say-on-pay votes for 548,387,515 votes for Advisory approval of compensation paid to named executive officers
2022 Equity Plan amendment votes for 568,193,373 votes for Amendment and restatement to increase shares reserved for issuance
2012 ESPP amendment votes for 572,163,189 votes for Amendment and restatement to increase ESPP shares reserved
Employee retention proposal votes for 22,915,097 votes for Stockholder proposal on retention disclosure by demographic category, not approved
Share class voting proposal votes for 91,053,917 votes for Stockholder proposal on disclosure of voting results by share class, not approved
broker non-votes financial
"including the number of votes cast for or against each matter and the number of abstentions and broker non-votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"To ratify the appointment of Ernst & Young LLP as Workday’s independent registered public accounting firm for the fiscal year ending January 31, 2027"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
equity incentive plan financial
"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"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
Employee Stock Purchase Plan financial
"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"
An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.
advisory basis financial
"To approve, on an advisory basis, the compensation paid to Workday’s named executive officers"
quorum financial
"representing 647,437,770 votes and approximately 97.58% of the eligible votes, constituting a quorum"
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
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Understanding 8-K Material Events →
0001327811FALSE00013278112026-06-162026-06-16

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)
Delaware001-3568020-2480422
(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 classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, par value $0.001WDAYThe 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 NameVotes ForVotes AgainstAbstentionsBroker Non-Votes
Wayne A.I. Frederick, M.D.531,480,98294,397,373403,52621,155,889
Mark J. Hawkins584,200,86441,471,020609,997
21,155,889
Rhonda J. Morris621,425,3414,438,163418,377
21,155,889
George J. Still, Jr.606,786,67119,039,685455,525
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 ForVotes AgainstAbstentionsBroker Non-Votes
643,771,7933,099,109566,868–

Stockholders approved, on an advisory basis, the compensation paid to Workday’s named executive officers. The voting results were as follows:

Votes ForVotes AgainstAbstentionsBroker Non-Votes
548,387,51577,467,758426,60821,155,889

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 ForVotes AgainstAbstentionsBroker Non-Votes
568,193,37357,658,923429,58521,155,889



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 ForVotes AgainstAbstentionsBroker Non-Votes
572,163,18953,758,669360,02321,155,889

Stockholders did not approve the stockholder proposal regarding disclosure of employee retention rates by demographic category. The voting results were as follows:

Votes ForVotes AgainstAbstentionsBroker Non-Votes
22,915,097602,186,4901,180,29421,155,889

Stockholders did not approve the stockholder proposal regarding disclosure of voting results based on share class. The voting results were as follows:

Votes ForVotes AgainstAbstentionsBroker Non-Votes
91,053,917534,484,001743,96321,155,889


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


Source: View Original Filing on SEC EDGAR

FAQ

What did Workday (WDAY) shareholders vote on at the 2026 annual meeting?

Shareholders voted on seven proposals, including director elections, auditor ratification, executive compensation, equity and employee stock purchase plans, and two stockholder proposals on additional disclosures. All company-backed items passed, while both stockholder proposals failed to gain approval.

Were Workday (WDAY) directors re-elected at the 2026 annual meeting?

Yes, four Class II directors were elected to serve until the 2029 annual meeting. Wayne A.I. Frederick, Mark J. Hawkins, Rhonda J. Morris, and George J. Still, Jr. each received a majority of votes cast in favor of their election.

Did Workday (WDAY) shareholders approve the company’s executive compensation in 2026?

Yes, shareholders approved, on an advisory basis, compensation for named executive officers. The vote totaled 548,387,515 votes for, 77,467,758 against, and 426,608 abstentions, with an additional 21,155,889 broker non-votes recorded.

What happened to Workday’s 2022 Equity Incentive Plan at the 2026 meeting?

Shareholders approved amending and restating the 2022 Equity Incentive Plan to increase shares reserved for issuance. The proposal received 568,193,373 votes for, 57,658,923 against, 429,585 abstentions, and 21,155,889 broker non-votes, supporting continued equity-based compensation.

Did Workday (WDAY) shareholders approve the 2012 Employee Stock Purchase Plan changes?

Yes, shareholders approved amendments to the 2012 Employee Stock Purchase Plan to increase shares reserved. The vote was 572,163,189 for, 53,758,669 against, 360,023 abstentions, and 21,155,889 broker non-votes, enabling ongoing broad-based employee stock purchases.

How did Workday (WDAY) shareholders vote on the employee retention disclosure proposal?

Shareholders did not approve the proposal on disclosing employee retention rates by demographic category. It received 22,915,097 votes for, 602,186,490 against, 1,180,294 abstentions, and 21,155,889 broker non-votes, indicating limited support for this additional reporting.

What was the outcome of the share class voting disclosure proposal at Workday?

Shareholders rejected the proposal to disclose voting results based on share class. The measure received 91,053,917 votes for, 534,484,001 against, 743,963 abstentions, and 21,155,889 broker non-votes, so Workday’s current reporting approach remains unchanged.

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