Skip to main content

Workday, Inc.

For the period ended Jun 16, 2026. Filed May 5, 2026.

View on SEC.gov

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 16, 2026 · Filed May 5, 2026

WDAY$192.90-3.6%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits
Contents

PROXY STATEMENT SUMMARY

​

PROXY STATEMENT SUMMARY

This Proxy Statement and the enclosed form of proxy are being furnished in connection with the solicitation of proxies by the Board of Directors of Workday, also referred to as the “Board,” for use at the 2026 Annual Meeting of Stockholders. The below summary highlights the proposals to be acted on, as well as selected information about our corporate governance, executive compensation, and business. We encourage you to read the entire Proxy Statement for more information prior to voting.

2026 ANNUAL MEETING OF STOCKHOLDERS

​Date and Time:​​June 16, 2026, 9:00 a.m. Pacific Daylight Time​
​Location:​​The Annual Meeting will be held online at www.virtualshareholdermeeting.com/WDAY2026 via a live audio webcast. You will not be able to attend the Annual Meeting in person.​
​Record Date:​​April 17, 2026​
​Meeting Access:​​Stockholders who held shares of our common stock as of the record date will be able to access and vote at the Annual Meeting by using the 16-digit control number included in the Internet Notice or with the proxy materials they received. Others may also access and listen to the virtual meeting via the link above but are not eligible to vote.​
​Who Can Vote:​​Holders of record of our Class A and Class B common stock as of the record date are entitled to vote. Our Class A common stock, which is publicly traded, has one vote per share. Our Class B common stock, which is primarily held by certain of our executive officers, directors, and other affiliates, has 10 votes per share. We strongly encourage all stockholders to vote and to do so as promptly as possible.​
​How to Vote:​​Below are the ways stockholders who held shares of our common stock as of the record date can vote ahead of and during the Annual Meeting. If you only received an Internet Notice, you can vote online. If you received a copy of the proxy materials, you can vote online, by phone, or by mail following the instructions provided. If you hold your shares through a broker, bank, or other nominee, you should receive a voting instruction form that contains voting instructions.​
​HOW TO VOTE (requires the 16-digit control number included in your Internet Notice, proxy card, or voting instruction form)​​
​ONLINE BEFORE ANNUAL MEETING​​​PHONE (if you received proxy materials)​​​MAIL (if you received proxy materials)​​​ONLINE DURING ANNUAL MEETING​
​​​​​​​​​​​
​Go to www.proxyvote.com until 11:59 p.m. EDT on June 15, 2026​​​Call toll-free at 1-800-690-6903 until 11:59 p.m. EDT on June 15, 2026​​​Complete and mail your proxy card so it is received prior to the Annual Meeting​​​Go to www.virtualshareholdermeeting.com/​WDAY2026​
​​​Please see the “Questions and Answers” section beginning on page 98 for additional information about the Annual Meeting, voting, and other procedures.​
​PROXY STATEMENT SUMMARY​

PROPOSALS AND BOARD RECOMMENDATIONS

​PROPOSALS​​BOARD RECOMMENDATION​​FURTHER DETAILS​
​1. To elect to our Board of Directors the following four nominees to serve as Class II directors until the 2029 Annual Meeting of Stockholders: Wayne A.I. Frederick, M.D., Mark J. Hawkins, Rhonda J. Morris, and George J. Still, Jr. ​​​​​“FOR” each director nominee​​Pages 8-20​
​2. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending January 31, 2027 ​​​​​“FOR”​​Pages 21-22​
​3. To approve, on an advisory basis, the compensation of our named executive officers as disclosed in this Proxy Statement ​​​​​“FOR”​​Page 23​
​4. To approve the amendment and restatement of our 2022 Equity Incentive Plan to increase the number of shares of common stock reserved for issuance ​​​​​“FOR”​​Pages 24-31​
​5. To approve the amendment and restatement of our 2012 Employee Stock Purchase Plan to increase the number of shares of common stock reserved for issuance ​​​​​“FOR”​​Pages 32-35​
​6. To consider and vote upon a stockholder proposal regarding disclosure of employee retention rates by demographic category ​​​​​“AGAINST”​​Pages 36-38​
​7. To consider and vote upon a stockholder proposal regarding disclosure of voting results based on share class ​​​​​“AGAINST”​​Pages 39-40​

ELECTION OF DIRECTORS AND GOVERNANCE

Our Board of Directors oversees areas significant to Workday’s business and affairs, such as risk management and strategy, helping to ensure we operate effectively and ethically and in the best interests of our stockholders. The Board is organized into three classes, with the members of each class up for election once every three years. The Board monitors and reviews with management both the performance of Workday (in relation to its financial objectives, major goals, strategies, and competitors) and Workday’s long-term strategic business plans, as well as other pertinent issues affecting our company.

Our Board recommends that you vote FOR each of the below nominees to serve as Class II directors until the 2029 Annual Meeting of Stockholders.

​NOMINEES​​DIRECTOR SINCE​​INDEPENDENT​​CURRENT COMMITTEES​
​Wayne A.I. Frederick, M.D., 54 Interim President, Howard University​​2022​​​​Nominating and Governance​
​Mark J. Hawkins, 67 Former President & Chief Financial Officer, Salesforce, Inc.​​2023​​​​Audit, Nominating and Governance​
​Rhonda J. Morris, 60 Former Vice President & Chief Human Resources Officer, Chevron Corporation​​2025​​​​Compensation​
​George J. Still, Jr., 68 Partner Emeritus, Norwest Venture Partners​​2009​​​​Compensation, Investment​

2| workday.com

​PROXY STATEMENT SUMMARY​

Board Highlights as of May 5, 2026 Our Board 11 Members 3 Women 8 Men Age 62 Average Age Age 50-60 5 Directors Age 61-70 5 Directors Age 71+ Age 1 Director Tenure ~7.75 Years Average > 10 years 4 Directors 4-10 years 2 Directors <4 years 5 Directors 10 of 11 Directors are Independent 55% of all Directors are Women or Minorities Director Experience and Qualifications Technology 8 Directors Cybersecurity or Privacy 5 Directors Artificial Intelligence or Emerging Tech 6 Directors Global Business Operations 9 Directors Business Development or Strategy7 Directors Sales, Marketing, or Brand Building 8 Directors Human Capital Management 9 Directors Finance or Accounting 7 Directors Executive Leadership 11 Directors Other Public Company Board Service 10 Directors

​Governance Highlights​​​

We are committed to effective corporate governance that is informed by our stockholders, promotes the long-term interests of our key stakeholders, and strengthens Board and management accountability. Our governance structure fosters transparency and provides a clear framework for ethical decision-making, risk management, and regulatory compliance. Some highlights of our governance program include:

​​​Lead Independent Director​​​​Annual Board and Committee Evaluations​
​​​Ongoing Board Refreshment — Three New Directors Added in the Last Two Fiscal Years and recent rotation of Lead Independent Director role​​​​Ongoing Board and Executive Succession Planning​
​​​Ongoing Board Committee Refreshment​​​​Majority Voting for Directors​
​​​Highly Independent Board (10 of 11 Directors)​​​​Frequent Executive Sessions of Independent Directors​
​​​100% Independent Committees​​​​Robust Stock Ownership Guidelines for Directors and Executives​
​​​Board Composition Reflects Well-Rounded Range of Backgrounds, Experiences, Skills, and Tenure​​​​Clawback Policy for Executives that Exceeds Nasdaq Global Select Market Listing Requirements​
​​​Highly Engaged Board Oversight of Critical Risk Areas​​​​Annual Advisory Vote to Approve Executive Compensation​
​​​Continuing Director Education​​​​Proactive Stockholder Outreach and Year-Round Engagement Program​
​PROXY STATEMENT SUMMARY​
​Stockholder Engagement​​​

Our Board of Directors values and takes seriously the views of our stockholders. Our Board regularly reviews our governance and executive compensation policies and practices, risk and strategy oversight, and culture and human capital programs, and takes the perspectives of our stockholders into account as it considers appropriate changes. In addition to our Annual Meeting each year, we provide stockholders with meaningful opportunities to deliver feedback on areas such as our corporate governance, compensation programs, and responsible artificial intelligence (“AI”) practices through our year-round stockholder engagement program. Our proactive stockholder engagement allows for an open dialogue with our stockholders, promoting transparency and accountability.

​Year-Round Engagement Cycle​​​

Our Investor Relations team regularly meets with investors and investment analysts. Meetings often include participation from our legal, executive compensation, environmental sustainability, and responsible AI business leaders, as well as an independent director, upon request. Our legal team regularly communicates topics discussed and stockholder feedback to senior management and the Board for consideration in their decision-making. We also engage with proxy advisory firms to discuss our programs and stockholder feedback and learn about key focus areas their clients are raising. Our quarterly earnings calls provide stockholders with an opportunity to hear about our financial results and corporate strategy.

4| workday.com

​PROXY STATEMENT SUMMARY​

Below is a summary of our engagement with stockholders since we filed our 2025 Proxy Statement.

We intend to continue the dialogue with our stockholders on the matters listed above and others, and will consider stockholder feedback along with best practices, market standards, and applicable regulations in making governance and other key board decisions.

EXECUTIVE COMPENSATION PROGRAM

We operate in a highly competitive and rapidly evolving market, and we expect competition among companies in our market to continue to increase. Our ability to compete and succeed in this environment is directly correlated to our ability to recruit, incentivize, and retain the talent necessary to execute against our business objectives. Our compensation philosophy is therefore designed to establish and maintain a compensation program that attracts, motivates, and rewards talented individuals who possess the skills necessary to support and lead our near-term objectives and create long-term value for our stockholders, expand our business, and assist in the achievement of our strategic goals. The key elements of our total rewards philosophy include:

​​​Attract and retain talent​​​​Focus on innovation and performance​​​​Alignment with stockholders​
​PROXY STATEMENT SUMMARY​

Our executive compensation program is comprised of base salary, performance-based cash bonuses, equity-based awards that include both time- and performance-based vesting, and health and wellbeing programs. Our executive compensation program has been, and continues to be, weighted more heavily towards equity compensation. During fiscal 2026, the Compensation Committee of our Board of Directors reviewed and assessed our compensation philosophy, and together with the assistance of our independent compensation consultant and management, reviewed, evaluated, and approved the compensation arrangements of our executive officers.

​WORKDAY AT-A-GLANCE​​​

At Workday, we strive to reimagine how work gets done and hope to empower customers to do the same through an innovative suite of solutions with more than 75 million users under contract around the world and across industries — from emerging and medium-sized businesses to more than 65% of the Fortune 500. Central to our purpose is a set of core values — with ouremployees as number one — along with customer service, innovation, integrity, fun, andprofitability. We believe that happy employees lead to happy customers, and we are committed to helping our customers adapt and thrive in this increasingly dynamic business environment.

​Our Business​​​

Workday is the enterprise AI platform for managing people, money, and agents. Workday provides more than 11,500 organizations with cloud solutions powered by AI to help solve some of today’s most complex business challenges, including supporting and empowering their workforce, managing their finances and spend in an ever-changing environment, and planning for the unexpected.

​Fiscal 2026 Financial Highlights​​​

Our solid fiscal 2026 results are a testament to the strategic, mission-critical nature of our solutions and the strength of our business. Financial highlights for fiscal 2026 include:

Total Revenues. Total revenues of $9.6 billion, an increase of 13% year over year

​

Subscription Revenues. Subscription revenues of $8.8 billion, an increase of 14% year over year

​

Operating Cash Flows. Operating cash flows of $2.9 billion, an increase of 19% year over year

​

Driven by Values

Workday’s values have been part of our DNA since day one and help create a workplace where everyone has the opportunity to thrive. When we look ahead, our values shape the possibilities we see — for reinvention, for progress, for reimaging how work gets done.

Workday was founded with the idea of putting people at the center of enterprise software, which is why employees are our number one core value. We believe a workplace where all employees are valued for their unique perspectives and where we collectively contribute to Workday’s success and innovation is the key to great products, happy customers, and an enduring company. Our Chief People Officer is responsible for developing and executing Workday’s human capital strategy, including programs focused on total rewards; workforce planning and our skills-based hiring approach; employee skills, development, engagement, and wellbeing; and our inclusive, high-performance culture. Our Chief People Officer and our Chief Executive Officer regularly update our Board of Directors and the Compensation Committee on human capital matters and seek their input on subjects such as succession planning, executive compensation, and company-wide people programs.

​​​​​​​​​​​​
​Employees​​Customer Service​​Innovation​​Integrity​​Fun​​Profitability​

​

​

6| workday.com

​PROXY STATEMENT SUMMARY​

Responsible Business Practices

Workday is committed to operating with integrity as we grow our business and execute our strategy, including caring for people and our communities. Our strategic approach to corporate responsibility focuses on key areas that support our enduring growth and is built on four core principles:

​Help Others Innovate​​​Protect the Planet​​​Put People First​​​Act with Integrity​

As stewards of information that is valuable to us and our customers, suppliers, and partners, we prioritize trust, privacy, and security. We believe in the power of AI to unlock human potential, drive business value, and enable our customers and their employees to focus on strategic and fulfilling work. We are committed to building responsible, trustworthy AI solutions that solve real business problems. Our commitment to responsible AI is a reflection of our core values of integrity and innovation, and our responsible AI framework serves as the cornerstone of our work in this space as we aspire to amplify human potential, positively impact society, promote fairness and transparency, and deliver on our commitment to data privacy and protection.

​Committed to Our Culture • 13 Employee Belonging Councils, providing spaces open to all employees to build connection and drive innovation ​ • Foster employee skills and career growth, with access to learning platforms, development opportunities, and regular individual feedback ​​​​​Committed to Our Values • Listed on JUST Capital’s 2026 JUST 100 and ranked in the top 5% overall and in the top 5% for Customers and Environment ​ • Demonstrated our commitment to the highest standards of ethical conduct by publishing a Human Rights Statement ​ • In fiscal 2026, employees logged over 35,000 volunteer hours ​​
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.