8-KShareholder Matters

Workday, Inc. 8-K Report, Shareholder Vote Results (Jun 22, 2026)

Filed June 22, 2026For Securities:WDAY

Summary

Workday, Inc. (WDAY) filed an 8-K on June 22, 2026, detailing the results of its Annual Meeting of Stockholders held on June 16, 2026. The meeting saw high participation, with approximately 97.58% of eligible votes represented, ensuring a quorum. Key outcomes include the overwhelming approval of all director nominees, the ratification of Ernst & Young LLP as the independent auditor for the fiscal year ending January 31, 2027, and advisory approval of executive compensation. The company also secured stockholder support for amendments to its 2022 Equity Incentive Plan and its 2012 Employee Stock Purchase Plan, both aimed at increasing the number of shares reserved for issuance, which is generally positive for supporting future growth and employee incentives.

Key Highlights

  • 1All four nominated directors were elected with strong majority support, indicating confidence in the current board's leadership.
  • 2Ernst & Young LLP was ratified as the independent registered public accounting firm for FY2027, assuring audit continuity.
  • 3Stockholders provided advisory approval for the compensation of Workday's named executive officers, reflecting general satisfaction with executive pay practices.
  • 4Amendments to the 2022 Equity Incentive Plan were approved, increasing the share pool available for stock-based compensation, crucial for attracting and retaining talent.
  • 5The 2012 Employee Stock Purchase Plan was amended to increase its share reserve, supporting employee ownership opportunities.
  • 6Two significant stockholder proposals concerning disclosure of employee retention rates by demographic category and disclosure of voting results by share class were not approved by a majority of votes.

Frequently Asked Questions

The Annual Meeting resulted in the election of all director nominees, the ratification of Workday's independent auditor (Ernst & Young LLP), advisory approval of executive compensation, and the approval of amendments to the 2022 Equity Incentive Plan and the 2012 Employee Stock Purchase Plan to increase the number of shares reserved for issuance. Two stockholder proposals regarding demographic retention rates and share class voting disclosures were not approved.

The approval of amendments to the 2022 Equity Incentive Plan and the 2012 Employee Stock Purchase Plan signifies the company's ability to continue offering competitive stock-based compensation and employee stock purchase opportunities. Increasing the share reserve is often seen as a positive signal for future growth and the company's strategy to retain and incentivize employees.

Yes, two stockholder proposals failed to gain majority approval. These were a proposal requesting disclosure of employee retention rates by demographic category and another requesting disclosure of voting results based on share class.

Participation was very high, with approximately 97.58% of eligible votes represented at the meeting, either in person or by proxy. This strong turnout ensures that the decisions made reflect the will of a substantial portion of Workday's shareholders.