8-K

 

 

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 1, 2016

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))

 

 

 


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

Workday, Inc. (“Workday”) held its Annual Meeting of Stockholders on June 1, 2016 at its corporate offices, located at 6160 Stoneridge Mall Road, Pleasanton, California (the “Annual Meeting”). At the Annual Meeting, Workday’s stockholders voted on four 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 21, 2016. Present at the Annual Meeting in person or by proxy were holders representing 195,933,592 shares of Common Stock, representing 896,823,478 votes and 97.54% 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 I directors to serve until the 2019 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, 2017;

 

 

3.

To conduct an advisory vote regarding named executive officer compensation; and

 

 

4.

To approve a limit on annual awards to non-employee directors under the 2012 Equity Incentive Plan.

The nominees for director proposed by Workday were elected to serve until Workday’s 2019 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
 

A George (Skip) Battle

     853,329,999         8,270,925         13,168,707         99.04

Michael M McNamara

     858,256,566         3,344,358         13,168,707         99.61

Jerry Yang

     859,028,828         2,572,096         13,168,707         99.70

Stockholders ratified the appointment of Ernst & Young LLP as Workday’s independent registered public accounting firm for Workday’s fiscal year ending January 31, 2017. The voting results were as follows:

 

Votes For

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

874,129,262

   483,524    156,845    —      99.92%

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

843,738,194

   17,821,736    40,994    13,168,707    97.92%

Stockholders voted to approve a limit on annual awards to non-employee directors under the 2012 Equity Incentive Plan. The voting results were as follows:

 

Votes For

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

832,875,676

   28,692,367    32,881    13,168,707    96.66%


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 6, 2016   By:  

/s/ James P. Shaughnessy

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