Workday (WDAY) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 16, 2026, with voting on seven key proposals, including director elections, auditor ratification, executive compensation, equity plan amendments, and two shareholder proposals.

• Fiscal 2026 saw $9.6B in revenue (up 13%), $8.8B in subscription revenue (up 14%), and $2.9B in operating cash flow (up 19%).

• Strategic focus on AI innovation, operational excellence, and responsible business practices, with a strong emphasis on employee-centric culture and sustainability.

Voting matters and shareholder proposals

• Election of four Class II directors to serve until 2029.

• Ratification of Ernst & Young LLP as independent auditor for fiscal year ending January 31, 2027.

• Advisory vote on executive compensation (Say-on-Pay).

• Approval sought for amendments to the 2022 Equity Incentive Plan (+20M shares) and 2012 Employee Stock Purchase Plan (+7M shares).

• Shareholder proposals: (1) disclosure of employee retention rates by demographic (Board recommends AGAINST); (2) disclosure of voting results by share class (Board recommends AGAINST).

Board of directors and corporate governance

• Board consists of 11 members, 10 of whom are independent; 55% are women or minorities.

• Board committees: Audit, Compensation, Nominating & Governance, and Investment, all fully independent.

• Ongoing board refreshment, annual evaluations, and robust stock ownership guidelines.

• Lead Independent Director role rotated recently; strong focus on board diversity, skills, and experience.