Workday, Inc. 8-K

What Happened

• Workday’s Board amended and restated the Workday, Inc. Executive Severance and Change in Control Policy on April 20, 2026, and filed the amended policy as Exhibit 10.1 to the 8-K dated April 24, 2026 (signed by Richard H. Sauer).
• The Amendments change benefits available on a Non‑CIC Qualifying Termination (i.e., a qualifying termination not following a change in control), notably narrowing the equity-acceleration exclusion window and revising lump-sum bonus payment calculations.

Key Details

• Equity exclusion window shortened from 12 months to 3 months: equity awards granted within 3 months before a Non‑CIC Qualifying Termination are excluded from acceleration (previously 12 months).
• Lump-sum bonus treatment clarified for terminations occurring after the prior fiscal year end but before that year’s bonus payout: a lump-sum payment equal to a prior-year bonus calculated at 100% individual performance and actual company performance, minus any portion already paid.
• For the fiscal year in which termination occurs, a lump-sum cash payment equal to one times the participant’s target bonus, paid pro rata based on termination date, minus any prior-year bonus portion already paid.
• Other compensation and benefits under the Policy remain unchanged; prior policy descriptions were included in Workday’s 8‑Ks on Nov 26, 2024 and Dec 1, 2023.

Why It Matters

• The amendments tighten the window for accelerated equity payouts on non‑change‑in‑control terminations (from 12 to 3 months), reducing the number of awards potentially subject to acceleration and clarifying company equity exposure.
• The clarified lump-sum bonus rules specify how bonus amounts will be calculated and paid on termination, which affects expected cash payments to executives and the timing of those payments.
• Investors should note these are policy-level changes to severance and payout mechanics rather than any announced executive departures or broader compensation program changes. The full amended policy is filed as Exhibit 10.1 to the 8‑K.