Workday Inc
For the period ended Jun 4, 2025. Filed Apr 23, 2025.
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Jun 4, 2025 · Filed Apr 23, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under § 240.14a-12
WORKDAY, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee paid previously with preliminary materials.
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.
Letter from our Chief Executive Officer
Dear Stockholders,
Twenty years ago, Workday’s founders Dave Duffield and Aneel Bhusri set out to revolutionize enterprise software with cloud computing. Today, we stand at another pivotal moment, driven by the transformative power of artificial intelligence. Companies everywhere are reimagining how work gets done, and the increasing demand for AI is driving a new wave of growth for Workday. We are well-positioned to lead, building on our solid foundation of innovation and customer success.
Fiscal year 2025 demonstrated our continued momentum, with 17% year-over-year subscription revenue growth. We achieved Fortune 500 status and were named to the S&P 500, alongside many of our valued customers, a testament to the trust our more than 11,000 customers have placed in us.
In today’s dynamic landscape, organizations of all sizes across industries and geographies rely on Workday to manage their people, money, and agents — all on a unified, AI-powered platform.
Advancing AI Leadership
Just as we did with the transition to the cloud, we’re helping our customers harness AI to give their businesses an edge. We develop AI innovation that delivers real value to our customers, enabling productivity gains while keeping humans and trust at the center.
Last year we unveiled Workday Illuminate TM, the next generation of AI, designed to drive employee productivity and transform business processes. Our AI is powered by the world’s largest and cleanest set of HR and financial data — with more than one trillion transactions on the Workday platform last year alone. This foundation is enabling us to innovate quickly and introduce AI agents that can support everything from payroll and recruiting to financial auditing, to name a few!
And with our recently announced Workday Agent System of Record, we’re committed to helping customers unlock the potential of agentic AI while maintaining centralized control, governance, and visibility. As the system of record for people and money, Workday is uniquely positioned to manage every part of the workforce — employees, contingent workers, and agents — on our trusted platform.
We believe that, if implemented responsibly, AI will create a step-function change in human productivity. While Workday is accelerating innovation, we remain firm in our commitment to ethical AI development, actively contributing to responsible AI policies in the U.S. and the European Union.
Driving Strategic Growth
We are executing on key growth initiatives to expand our market reach. Our industry-focused strategy continues to deliver results, with Professional and Business Services joining Financial Services and Retail and Hospitality in surpassing $1 billion in annual recurring revenue. We are also seeing strong momentum in the Healthcare and State and Local Government industries.
Global growth continues to be a massive opportunity for us, representing roughly half of our total addressable market. We are making investments in strategic regions. A few great examples are the strategic product investments we’ve made in APAC, and the expansion of our operations in Japan and EMEA.
Over the past couple of years, our partner ecosystem has grown fivefold, playing a vital role in delivering successful deployments, driving innovation, and supporting our pipeline. Our Built on Workday program, which enables partners to build and distribute applications on our platform, is a prime example of this powerful combination.
Our People and Core Values
Our Workmates around the world, guided by our core values, are the foundation of Workday’s success. We are honored to be recognized as one of Ethisphere’s World’s Most Ethical Companies®, JUST Capital’s America’s Most JUST Companies, and among Glassdoor’s Best Places to Work.
Our special culture and growth opportunity makes Workday a magnet for exceptional talent. In the past twelve months alone, we welcomed both Rob Enslin as President, Chief Commercial Officer, and Gerrit Kazmaier as President, Product and Technology, further strengthening our leadership team.
From a Board perspective, we have appointed Mark Hawkins as our new lead independent director. His extensive leadership experience and proven track record of helping companies scale will be invaluable as we drive a new wave of growth. I want to thank George Still for his years of service as our lead independent director. His dedication and guidance have been instrumental to Workday’s success and we are fortunate that George will remain on the Board.
We’ve entered FY26 — our 20th year in business — with an amazing team and Board, renewed energy, and a clear view of how we can fulfill our founders’ vision to revolutionize enterprise software — this time with AI.
Thank you for your continued investment in Workday. I invite you to join our Annual Meeting of Stockholders on June 4, 2025.
Sincerely,
| | | | Carl M. Eschenbach Chief Executive Officer | | | | |
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WORKDAY, INC.
6110 STONERIDGE MALL ROAD
PLEASANTON, CALIFORNIA 94588
NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS
| | | Date | | | Wednesday, June 4, 2025 | | | Location Online at www.virtualshareholdermeeting.com/WDAY2025 | | |
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| | | Time | | | 9:00 AM (Pacific Daylight Time) | | | Who Can Vote Stockholders of record as of April 7, 2025 | | |
The 2025 Annual Meeting of Stockholders (“Annual Meeting”) of Workday, Inc., a Delaware corporation (referred to as “Workday,” “we,” “us,” and “our”) will be held via live audio webcast on Wednesday, June 4, 2025, at 9:00 a.m. PDT to consider the Items of Business listed below and more fully described in the accompanying Proxy Statement. The Annual Meeting is being held in a virtual format to enhance stockholder engagement, enable improved communication, and allow access to all stockholders regardless of geographic location.
Items of Business
To elect four nominees to our Board of Directors to serve as Class I directors until the 2028 Annual Meeting of Stockholders;
To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending January 31, 2026; and
To approve, on an advisory basis, the compensation paid to Workday’s named executive officers.
We will also transact any other business that may properly come before the Annual Meeting, although we are not aware of any such business as of the date of this Proxy Statement.
All stockholders of record at the close of business on April 7, 2025 — which the Board of Directors has established as the record date — are entitled to vote on the above items and to attend the Annual Meeting. Beginning on or about April 23, 2025, a Notice of Internet Availability of Proxy Materials (the “Internet Notice”) is being mailed to stockholders of record. It contains instructions on how to access the Proxy Statement for our Annual Meeting and our Annual Report to Stockholders on Form 10-K for our fiscal year ended January 31, 2025 (together, the “proxy materials”) online atwww.proxyvote.com. The Internet Notice also includes instructions on how to vote online, as well as how to receive a paper or email copy of the proxy materials, which will include instructions on voting by telephone or mail, as applicable.
You will be able to listen to the Annual Meeting, submit your questions, and vote during the live audio webcast of the meeting by visitingwww.virtualshareholdermeeting.com/WDAY2025 and entering the 16-digit control number provided to you. Further details about voting and attending the Annual Meeting are set forth in the Question and Answer section beginning on page 82 of the Proxy Statement.
If you have any questions regarding this information or the proxy materials, please visit our website atinvestor.workday.com or contact our Investor Relations department via email at IR@workday.com.
| | | YOUR VOTE IS IMPORTANT Whether or not you plan to join our virtual Annual Meeting, please vote as promptly as possible to ensure your representation at the meeting. | | |
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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 4, 2025: THIS PROXY STATEMENT AND THE ANNUAL REPORT ARE AVAILABLE ATwww.proxyvote.com
We appreciate your continued support of Workday and look forward to receiving your proxy.
By order of the Board of Directors,
Aneel Bhusri
Co-Founder and Executive Chair
April 23, 2025
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.