Workday, Inc. (WDAY) June 16, 2026 Annual General Meeting Transcript

Welcome to Workday's 2026 Annual Stockholders Meeting. This meeting is being presented live and is being recorded for future playback. With that, I would like to hand the call over to Anil Bushri, Workday's co-founder and chief executive officer and chair. Please go ahead.

Good morning and thank you for joining us today for Workday's Annual Stockholders It is 9 a.m. and the meeting will now come to order. My name is Anil Bushri and I will be presiding as the chair over this meeting. Today's virtual meeting is a live audio webcast, allowing for participation by workday our stockholders and other entrusted parties, regardless of their location. In addition to listening to the meeting online, stockholders can also submit questions and vote their shares online via the annual meeting portal before the polls close. Stockholders who would like to ask a question may do so by typing and submitting the question online, where indicated in the annual meeting portal. Stockholders who would like to vote can do so on the portal as well where indicated for As a reminder, only stockholders as of the record date of April 17, 2026 may submit a question or vote via the annual meeting portal. The polls are currently open and remain open through the general question and answer session of our meeting. I would like to now introduce our directors and other members of Workday Management who are present on today's call. The directors on the call, along with myself, are Dr. Wayne Frederick, Mark Hawkins, Rhonda Morris, and George Still, the four nominees for Class II directors whom we will be voting on at today's meeting. Tom Bogan, Elizabeth Santoni, Lynn Doughty, Michael Mara, Michael Spicer, and Jerry Yang. Also present on today's call are Zane Rowe, our Chief Financial Officer, Rich Sauer, our Chief Legal Officer, Head of Corporate Affairs and Secretary, Anne Baughden, Senior Investor Relations Manager, and Juliana Capata, Workday's Vice President, Deputy General Counsel, and Assistant Secretary, who will be acting as our Inspector of Elections and tabulating the voting results. In addition, Hala Martin has joined us from Ernst & Young LLP, Workday's Independent Auditors, and will be available to address stockholder questions as well. This morning, our program will proceed as follows. First, I will commence the official business portion of the 2026 annual meeting, including reviewing the proxy proposals before our stockholders that were set forth in our notice of annual meeting and proxy statement dated May 5, 2026. During this time, we address any questions or comments that relate to the formal business at hand. Following that, I will open the meeting to a general question and answer session. Lastly, Juliana will report on the results for the proxy voting. At this time, I'll turn over to Juliana to review our Q&A guidelines. Juliana?

Thank you, Anil. A few matters of protocol will help our Q&A process run smoothly. First, as Anil mentioned, only stockholders or their legal representatives may ask a question or make a comment. Second, questions addressed during the official business portion of the meeting should be relevant to the proposals being voted on. Third, the meeting chair may rule as out-of-order stockholder proposals that did not meet the advance notice provisions of Workday's bylaws or proposals that are inappropriate for stockholder action. Fourth, out of consideration for others, please limit yourself to two questions or comments. And finally, questions will be answered at the discretion of the meeting chair, based on determinations of relevancy or appropriateness and as time permits.

We will now proceed to the official business portion of this meeting. Julianne, would you please report on the notice of the meeting and the quorum's determination?

Sure. The board fixed the close of business on April 17, 2026, as the record date for this meeting. We have received an affidavit from Broadridge Financial Solutions certifying that, beginning on or about May 5, 2026, each stockholder of record and each identifiable beneficial owner as of the record date was made of the official notice of this meeting, together with a proxy card and Workday's 2026 Annual Report and Proxy Statement or instructions about how to access these materials online. On the record date, a total of 203,712,072 shares of Class A common stock, representing one vote per share, and a total of 45,973,479 shares of Class B common stock, representing 10 votes per share, were outstanding. The holders of not less than 234,935,667 shares of common stock are present at today's meeting, in person or by proxy. Approximately 97.58% of the voting power of the outstanding shares is present at the meeting. Accordingly, the forum is present.

Thank you, Juliana. On the basis of the inspector's report, the meeting is duly convened. As a reminder, the polls are open. Stockholders may vote their shares online anytime during this meeting before the polls close, which will be following our general question and answer session. First matter being voted upon is the election of four Class II directors to the Board of Directors. Dr. Wayne Frederick, Mark Hawkins, Rhonda Morris, and George Still have been nominated as Class II directors to serve for a three-year term expiring at the 2029 Annual Meeting of Stockholders until his or her successor is duly elected and qualified. No other nominations for directors were received from stockholders within the period required by Workday's bylaws, therefore the nominations are closed. The Board of Directors recommends a vote for proposal number one to elect each of the four nominees as class two directors. The second order of business is the ratification of the appointment of Workday's independent registered public accounting firm. The Board of Directors has appointed Ernst & Young LLP as Workday's independent registered public accounting firm for the fiscal year ending January 31st, 2027, and our stockholders have been asked to ratify their appointment. The Board of Directors recommends a vote for proposal number two to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending January 31st, 2027. The third order of business is the advisory non-binding stockholder vote to approve the compensation awarded to our named executive officers in the last fiscal year as described in the proxy statement, including the compensation discussion and analysis section, compensation tables, and narrative disclosures. The Board of Directors recommends a vote for proposal number three to approve on an advisory basis the compensation paid to Workday's named executive officers. The fourth order of business is approval of the amendment and restatement of our 2022 Equity Incentive Plan to increase the number of shares of common stock reserved for issuance. Our board of directors approved the amended and restated 2022 Equity Incentive Plan on April 24, 2026, subject to the approval by our stockholders at this annual meeting. The board of directors recommends a vote for proposal number four to approve our amended and restated 2022 Equity Incentive Plan. The fifth order of business is the approval of the amended and restated 2012 Employee Stock Purchase Plan to increase the number of shares of common stock reserve for issuance. Our Board of Directors approved the amended and restated 2012 Employee Stock Purchase Plan on April 24, 2026, subject to the approval by our stockholders at this annual meeting. Board of Directors recommends a vote for Proposal No. 5 to approve our amended and restated 2012 Employee Stock Purchase Plan. The sixth order of business is a consideration of a stockholder proposal entitled Diversity Data Disclosure regarding disclosure of our employee retention rates by demographic category are properly presented at this annual meeting. A representative of this proponent, other opponent of the stockholder proposal entitled Diversity Data Disclosure will now present the proposal. Operator, please play the proponent's pre-recorded statement.

My name is Lamisa Hassan. I am here on behalf of the nonprofit advocacy organization, As You Sow, and the consultancy with SoStop Capital. I formally moved Proposal X asking for Workday to publish employee retention rates broken down by the categories the companies already require to track under applicable state and federal law, such as age, gender, race, veteran status, and disability status. There is a particular irony in bringing this request. Workday's business is built on the premise that workforce data ensures effective human capital management. Workday develops the tools required to measure, analyze, and disclose retention outcomes across demographic groups, and yet it does not disclose retention rate data for its own workforce. In its 2025 annual report, Workday has stated that employees are our number one core value. Furthermore, Workday affirms that inclusion and belonging for everyone is core to everything we do. However, shareholders today have no way to evaluate whether these commitments translate into measurable workforce outcomes because the data is kept private. Workday's objection that reporting such data requires context, such as distinguishing voluntary from involuntary departures, further proves the need for disclosure since Workday's products are built to provide exactly this kind of contextualized analysis. Also, Workday has confirmed that its board regularly reviews these metrics, meaning a summarized version for shareholders is feasible. There is a clear business case of disclosing retention rates. Retention rates are an important operational and financial metric. They measure workforce stability, management effectiveness, and organizational health. Gallup research puts the cost of replacing a single employee at 40% to 200% of annual salary. On an aggregate basis, annual employee turnover is estimated to cost U.S. businesses approximately $1 trillion per year. Furthermore, Morgan Stanley has stated that employee retention above industry peer averages can signal competitive advantage. Hence, understanding why employees leave is essential to Workday's future success. Disclosure of retention rate data by key demographic groups is no longer unusual amongst large companies. More than 250 companies report retention rates by gender and over 70 disclose them by race. This should be a straightforward ask for a company whose products make reporting streamlined. Workday should be held to the same standard of transparency it promotes to its clients, and investors need this data to assess whether Workday is successfully managing one of its most important assets, its people. We urge shareholders to vote yes.

The Board of Directors recommends a vote against this proposal for the reasons set forth in the company's statement of opposition to the proposal included in our proxy statement. The seventh and last order of business is a consideration of a stockholder proposal entitled Disclosure of Voting Results Based on Share Class. Regarding disclosure of our voting results based on share class, to properly present at this annual meeting, a representative of the proponent of the stockholder proposal entitled Disclosure of Voting Results Based on Share Class will now present the proposal. Operator, please open the proponent's line.

Good morning, Mr. Chairman, members of the board, and fellow shareholders. My name is Emily Law, and I am presenting Proposal 7 on behalf of the New York City controller Mark Levine and the four New York City pension funds, long-term investors in Workday. Proposal 7 asks the board to adopt a policy requesting that Workday disclose the voting results on proposals according to the class of shares. The impact of the Workday dual-class share structure with unequal voting rights is evident from the following examples. As some management proposals have passed, despite having received majority opposition from the independent shareholders. Based on our estimates, a majority of independent shareholders appears to have consistently opposed workday state-on-pay proposal every year since 2022, with opposition reaching the highest level in 2024. That year, about 75% of independent shareholders opposed the proposal. proposal. In 2022, a management proposal to approve an equity incentive plan received about 60% opposition from independent shareholders. This estimate highlights why Workday should disclose voting results by share class. One of our goals in terms of this disclosure is to ensure that the concerns of independent shareholders are communicated appropriately lead to the board without the need to perform complex, resource-intensive analysis. Finally, we are concerned that the company did not engage with the proponent after this shareholder proposal was filed. To our knowledge, Workday has not reached out to the proponent to discuss this proposal. Constructive shareholder engagement is a fundamental principle of good corporate governance and And the absence of shareholder engagement undermines accountability. For these reasons, we urge you to vote for Proposal 7.

Thank you.

Thank you. The Board of Directors recommends a vote against this proposal for the reasons set forth in the company's statement of opposition to the proposal included in our proxy statement. We'll now pause for a brief moment to allow the voting and to determine whether any questions related to proxy proposals at hand have been submitted via the annual meeting portal. Ann, do we have any questions related to the proposals?

We have not received any questions related to the proposals. As we have no further questions related to the proposals, I'll turn it back to you, Thanks, Ann.

As a reminder, it's not necessary to vote online if you've already sent in a completed proxy card or voted online or by telephone, unless you wish to change your vote. Stockholders who would like to vote now may do so online by submitting your vote where indicated in the annual meeting portal. The polls remain open during our general Q&A session, which we'll turn to next. Anne?

Thank you, Anil. Before we get started, we want to emphasize that this question and answer session may include forward-looking statements about our business, operations, results, and other matters. These forward-looking statements are subject to risks, uncertainties, assumptions, and changes in circumstances that can cause actual events or results to differ materially from those in forward-looking statements. We encourage you to read our periodic reports and filings with the SEC for a discussion of these potential risks, uncertainties, and potential changes in circumstances, including, without limitation, those mentioned in Workday's quarterly report on Form 10-Q for the fiscal quarter ended April 30, 2026, under the heading Risk Factors and in our most recent annual and current reports. As a reminder, we will follow the rules of order for this Q&A session that Juliana reviewed earlier. We will now pause for a brief moment to determine whether any questions have been submitted via the annual meeting portal. As there are no questions, our question and answer session is concluded. I will now turn it back over to Neil to continue with the business agenda for this meeting.

Thanks, Anne. It is now 9.16 a.m., and the polls are now closed. The next item on the agenda is the preliminary report of the inspector of elections. Any votes collected before the polls close but not reflected in the preliminary report will now be reflected in the final report of the inspector, which will be filed with the SEC on Form 8-K within four business days. Juliana, please present your preliminary report.

Thank you, Anil. I have determined that Dr. Wayne Frederick, Mark Hawkins, Rhonda Morris, and George Dill each have received affirmative votes in excess of 84% of the votes cast for election of each of the Class II Directors. Further, I have determined that more than 99% of the votes present in person or represented by proxy were cast in favor of the ratification of the appointment of Ernst & Young LLP. In addition, I have determined that more than 87% of the votes present in person or represented by proxy were cast in favor of advisory vote to approve the compensation paid to Workday's named Executive Officers. I have also determined that more than 90% of the votes present in person or represented by proxy were cast in favor of the amendment and restatement of our 2022 Equity Incentive Plan. Further, I have determined that more than 91% of the votes present in person or represented by proxy were cast in favor of the amendment and restatement of our 2012 Employee Stock Purchase plan. I have determined that more than 96% of the votes present in person or represented by proxy were cast against the stockholder proposal entitled Diversity Data Disclosure regarding disclosure of our employee retention rates by demographic category. Last, I have determined that more than 85% of the votes present in person or represented by proxy were cast against the stockholder proposal entitled Disclosure of Voting Results Based on Chair Class regarding disclosure of our pending results based on chair class. Back to you, Anil.

Thank you, Juliana. Based upon Juliana's preliminary report as Inspector of Elections, I declare that Dr. Wayne Frederick, Mark Hawkins, Rhonda Morris, and George Still are elected as class two directors. They serve for a three-year term expiring at the 2029 annual meeting of stockholders or until a successor is duly elected and qualified. I further declare that the appointment of Ernst & Young LLP as Workday's independent registered public accounting firm is the fiscal year ended January 3rd, 2027 is ratified. In addition, I declare that the compensation paid to Workday's named executive officers in the last fiscal year is approved on an advisory basis. I further declare that the amended and restated 2022 equity incentive plan is approved. In addition, I declare that the amended and restated 2012 employee stock purchase plan is approved. I also declare that the stockholder proposal entitled diversity data disclosure is not approved. Last, I declare that the stockholder proposal entitled Disclosure of Voting Results Based on Share Class is not approved. This concludes Workday's 2026 annual meeting of stockholders. Thank you for participation in our annual meeting.

Thank you for attending Workday's 2026 annual meeting. You may now disconnect.