Item 5.02 - Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On and effective February 23, 2021, the Board of Directors (the "Board") of
Workday, Inc. ("Workday") appointed Lynne M. Doughtie as a Class I director, the
class of directors that will stand for election at Workday's 2022 Annual Meeting
of Stockholders. Ms. Doughtie is the former U.S. Chairman and Chief Executive
Officer of KPMG LLP ("KPMG"), a global leader in audit, tax, transaction, and
advisory services, where she had been employed since 1985. Ms. Doughtie served
as KPMG's U.S. Chairman and Chief Executive Officer from July 2015 to June 2020.
Prior to that, she served in many leadership roles during her extensive career
at KPMG, including Vice Chair of the firm's U.S. Advisory business from October
2011 to June 2015. Ms. Doughtie has served on the board of The Boeing Company,
one of the largest aerospace companies, since January 2021, serves on the board
of directors of several nonprofit organizations, and serves on the board of
advisors of various private companies and educational organizations.
Ms. Doughtie received a bachelor of science degree in accounting from Virginia
Tech University. Ms. Doughtie brings to our Board extensive experience in risk
management and information security from her many years at KPMG. Her experience
effectively advising organizations on complex global business matters and
strategies across industries provides a valuable resource to our Board.
In connection with her election to the Board, Ms. Doughtie will receive a
one-time grant of restricted stock units in the amount of $750,000, one-fourth
of which will vest on March 15, 2022, and the balance of which will vest in
equal quarterly installments over the following twelve quarters, assuming
continuous service through the applicable vesting dates. Ms. Doughtie has
entered into Workday's customary indemnification agreement for its directors.
Ms. Doughtie has not yet been named to serve on any committee of the Board, and
there are no arrangements or understandings between Ms. Doughtie and any other
persons pursuant to which she was elected as a director. The Board has
determined that Ms. Doughtie is independent in accordance with the applicable
rules of the Nasdaq Stock Market.
Item 5.03 - Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On February 23, 2021, the Board amended and restated Workday's bylaws (the
"Amended and Restated Bylaws") to implement a majority voting standard in
uncontested director elections. Section 1.7 of the Amended and Restated Bylaws
provides that an uncontested election will be decided by the affirmative vote of
a majority of the votes properly cast for or against such matter and sets forth
the determination of what would constitute a contested election. Section 2.3 of
the Amended and Restated Bylaws provides that if an incumbent director fails, in
an uncontested election, to receive the vote required to be elected in
accordance with Section 1.7, then such director shall tender his or her
resignation in accordance with the procedures determined by the Nominating and
Governance Committee of the Board. However, in the event of a contested election
of directors, directors shall continue to be elected by the highest number of
votes, or a plurality of votes, cast.
The foregoing summary and description of the provisions of the Amended and
Restated Bylaws does not purport to be complete and is qualified in its entirety
by reference to the full text of the Amended and Restated Bylaws, a copy of
which is filed as Exhibit 3.1 with this Current Report on Form 8-K and is
incorporated herein by reference.
Workday's Corporate Governance Guidelines (the "Guidelines") provide for a
procedure whereby a director who receives more "against" votes than "for" votes
in an uncontested election will submit his or her offer of resignation for
consideration by the Nominating and Governance Committee, and the Nominating and
Governance Committee will consider all of the relevant facts and circumstances
and recommend to the Board the action to be taken with respect to such offer of
resignation. In this regard, conforming amendments were made to the Guidelines
to reflect the change to a majority voting standard in uncontested director
elections.
Item 9.01 - Financial Statements and Exhibits
(d) Exhibits
Exhibit
Number Description
3.1 Amended and Restated Bylaws
104 Cover Page Interactive Data File (the cover page XBRL tags are
embedded within the inline XBRL document)
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