Summary
Workday, Inc. (WDAY) has filed an 8-K on April 24, 2026, reporting amendments to its Executive Severance and Change in Control Policy. These changes, effective April 20, 2026, primarily impact the benefits provided to executives in the event of a 'Non-CIC Qualifying Termination,' which is a termination that does not involve a change in control. The primary revisions focus on the acceleration of equity awards and the calculation of lump sum cash severance payments.
Key Highlights
- 1Amendments to the Executive Severance and Change in Control Policy were approved on April 20, 2026.
- 2The period for excluding equity awards from acceleration benefits upon termination has been reduced from 12 months to 3 months prior to the termination date.
- 3The calculation for lump sum cash severance payments in the event of a Non-CIC Qualifying Termination has been modified.
- 4Severance calculations now include a pro-rata portion of the target bonus for the fiscal year of termination.
- 5The policy clarifies the calculation of prior year's annual bonus payout as part of severance, based on 100% individual performance and actual company performance.
- 6The amended policy, Exhibit 10.1, has been filed with the SEC.
Frequently Asked Questions
The primary change modifies the benefits provided to executives in the event of a 'Non-CIC Qualifying Termination'. Specifically, it reduces the look-back period for equity awards excluded from acceleration benefits and adjusts the calculation of lump sum cash severance payments.
Previously, equity awards granted within 12 months prior to termination were excluded from accelerated vesting. This period has been reduced to 3 months, meaning executives are more likely to have a larger portion of their recently granted equity awards vest if they experience a Non-CIC Qualifying Termination.
The calculation now includes a pro-rata portion of the target bonus for the fiscal year of termination. It also clarifies the calculation of the prior year's annual bonus as part of the severance, based on specific performance metrics (100% individual performance and actual company performance).
The filing explicitly states this is an amendment to the 'Executive Severance and Change in Control Policy,' indicating that these changes specifically apply to certain executive officers of Workday.