Workday, Inc. 8-K

What Happened

• Workday, Inc. announced the certified results of its Annual Meeting of Stockholders held June 16, 2026. A quorum was present: holders representing 234,935,667 shares (647,437,770 votes), about 97.58% of eligible votes.
• Stockholders elected four Class II directors (Wayne A.I. Frederick, M.D.; Mark J. Hawkins; Rhonda J. Morris; George J. Still, Jr.) to serve until the 2029 Annual Meeting. They also ratified Ernst & Young LLP as auditor and approved advisory say-on-pay and amendments to the 2022 Equity Incentive Plan and the 2012 Employee Stock Purchase Plan. Two shareholder proposals (employee retention disclosure by demographic and disclosure of voting results by share class) were not approved.

Key Details

• Quorum: 234,935,667 shares present, representing 647,437,770 votes (~97.58%).
• Directors elected (votes For / Against / Abstain; broker non-votes 21,155,889):
  • Wayne A.I. Frederick, M.D.: 531,480,982 / 94,397,373 / 403,526
  • Mark J. Hawkins: 584,200,864 / 41,471,020 / 609,997
  • Rhonda J. Morris: 621,425,341 / 4,438,163 / 418,377
  • George J. Still, Jr.: 606,786,671 / 19,039,685 / 455,525
• Auditor ratification: Ernst & Young LLP ratified — 643,771,793 For / 3,099,109 Against / 566,868 Abstentions.
• Plan approvals and advisory vote:
  • Say-on-pay (advisory): 548,387,515 For / 77,467,758 Against / 426,608 Abstentions (21,155,889 broker non-votes).
  • 2022 Equity Incentive Plan amendment: 568,193,373 For / 57,658,923 Against / 429,585 Abstentions.
  • 2012 Employee Stock Purchase Plan amendment: 572,163,189 For / 53,758,669 Against / 360,023 Abstentions.
• Failed shareholder proposals:
  • Employee retention disclosure by demographic: 22,915,097 For / 602,186,490 Against / 1,180,294 Abstentions.
  • Disclosure of voting results by share class: 91,053,917 For / 534,484,001 Against / 743,963 Abstentions.

Why It Matters

• Board continuity: the re-election of the four Class II directors maintains current board membership through 2029, which matters for governance and strategic oversight.
• Capital allocation and compensation flexibility: shareholder approval of increased reserves under the 2022 Equity Incentive Plan and the ESPP allows Workday to grant additional equity awards and offer employee stock purchase opportunities going forward.
• Auditor continuity and governance signals: ratifying Ernst & Young ensures continuity in financial reporting oversight; the advisory approval of executive pay indicates majority shareholder support for compensation practices.
• No new disclosure mandates: the two shareholder proposals requesting additional disclosure were not approved, so Workday is not required by this vote to adopt those specific disclosures.