UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

June 20, 2017

Date of Report (Date of earliest event reported)

 

 

Workday, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-35680   20-2480422

(State or other jurisdiction

of incorporation or organization)

 

(Commission

File No.)

 

(I.R.S. employer

identification number)

6230 Stoneridge Mall Road

Pleasanton, California 94588

(Address of principal executive offices, including zip code)

(925) 951-9000

(Registrant’s telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 5.07 Submission of Matters to a Vote of Security Holders.

Workday, Inc. (“Workday”) held its Annual Meeting of Stockholders on June 20, 2017 (the “Annual Meeting”). At the Annual Meeting, Workday’s stockholders voted on three proposals, each of which is described in more detail in Workday’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 28, 2017. Present at the Annual Meeting in person or by proxy were holders representing 195,207,636 shares of Common Stock, representing 861,064,662 votes and 98.01% of the eligible votes, constituting a quorum. The following is a brief description of each matter voted upon and the certified results, including the number of votes cast for or against each matter and the number of abstentions, if applicable, and broker non-votes with respect to each matter.

The stockholders of Workday voted on the following items at the Annual Meeting:

 

  1. To elect three Class II directors to serve until the 2020 annual meeting of stockholders and until their successors are elected and qualified, subject to earlier resignation or removal;

 

  2. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2018; and

 

  3. To conduct an advisory vote regarding named executive officer compensation.

The nominees for director proposed by Workday were elected to serve until Workday’s 2020 Annual Meeting of Stockholders and until their successors are elected and qualified, subject to earlier resignation or removal. The voting results were as follows:

 

Director Name:

   Votes For      Votes Withheld      Broker Non-Votes      Percentage
of Votes in
Favor
 

Christa Davies

     830,495,063        16,889,384        13,680,215        98.01

Michael A. Stankey

     845,298,979        2,085,468        13,680,215        99.75

George J. Still

     831,896,778        15,487,669        13,680,215        98.17

Stockholders ratified the appointment of Ernst & Young LLP as Workday’s independent registered public accounting firm for Workday’s fiscal year ending January 31, 2018. The voting results were as follows:

 

Votes For

   Votes Against      Abstentions      Broker Non-Votes      Percentage
of Votes in
Favor
 

860,274,258

     728,374        62,030        —        99.90

Stockholders voted for an advisory vote regarding named executive officer compensation. The voting results were as follows:

 

Votes For

   Votes Against      Abstentions      Broker Non-Votes      Percentage
of Votes in
Favor
 

841,639,862

     5,515,614        228,971        13,680,215        99.32


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    Workday, Inc.
Date: June 22, 2017     By:  

/s/ James P. Shaughnessy

      James P. Shaughnessy
      Senior Vice President, General Counsel and Secretary