Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On December 14, 2022, the Board of Directors (the "Board") of Workday, Inc. ("Workday") appointed Carl M. Eschenbach as co-Chief Executive Officer ("co-CEO") of Workday, effective December 20, 2022 (the "Effective Date"). Mr. Eschenbach will remain a member of the Board and continue to sit on the Investment Committee of the Board. He resigned from the Compensation Committee, effective as of the Effective Date. Mr. Eschenbach will serve as co-CEO alongside Aneel Bhusri, Workday's co-CEO, co-founder, and chair, through January 2024, Workday's fiscal year end. At that time, Mr. Bhusri and the Board expect that Mr. Eschenbach will assume sole CEO responsibilities, with Mr. Bhusri assuming a full-time role as executive chair and continuing as chair of the Board.

On December 14, 2022, Luciano G. Fernandez informed the Board of his intention to resign from his position as Workday's co-CEO and a member of the Board, effective as of the Effective Date. Mr. Fernandez's decision to resign as a director was not due to any disagreements with Workday on any matter relating to Workday's operations, policies, or practices. Mr. Fernandez is expected to remain active with the company through April 2023, at which point he will transition towards retiring from Workday.

Mr. Eschenbach, 52, has served as a member of the Board since February 2018. Mr. Eschenbach served as a general partner at Sequoia Capital Operations, LLC, a venture capital firm, from April 2016 to December 2022, where he will continue in a venture partner capacity. Prior to that, Mr. Eschenbach spent 14 years at VMware, Inc., a leading innovator in enterprise software, where he held a number of leadership roles in operations, most recently as its President and Chief Operating Officer. Prior to that, Mr. Eschenbach held various sales management positions with Inktomi Corporation, 3Com Corporation, Lucent Technologies, Inc., and EMC Corporation. He has served as a director of Aurora Innovation, Inc. since March 2019, UiPath, Inc. since December 2020, Snowflake Inc. since May 2019, Zoom Video Communications, Inc. since November 2016, and Palo Alto Networks, Inc. since May 2013, and is also a director of several private companies. After a transition period, Mr. Eschenbach is expected to resign as a member of all outside for-profit boards of directors, except for two public company boards. Mr. Eschenbach received an electronics technician diploma from DeVry University.

Mr. Eschenbach is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

In connection with his appointment, Mr. Eschenbach entered into an employment agreement with Workday dated December 20, 2022 (the "Employment Agreement").

The Employment Agreement provides for, among other things, (i) an initial annual base salary of $1,000,000, (ii) eligibility for an annual target cash bonus up to 150% of the amount of his then-current base salary beginning in Workday's fiscal year 2024, and (iii) certain equity awards as described below.

Pursuant to the Employment Agreement, Mr. Eschenbach will be granted the equity awards described below under Workday's 2022 Equity Incentive Plan. He will not be eligible for additional equity awards until April 2024.

? A restricted stock unit award to acquire a number of shares of Workday's Class

A Common Stock equal to $50,000,000, divided by the trailing simple moving

average stock price of Workday's Class A Common Stock on The Nasdaq Global

Select Market for the twenty (20) trading days ending on December 20, 2022, the

day that the Employment Agreement was signed (such average, the "20-day

Average"), rounded up to the nearest whole share (the "New Hire RSU"). The New

Hire RSU will be granted on the fifth trading day following the public

announcement of his appointment (the "Grant Date"). The New Hire RSU will vest

as to 1/16th of the shares underlying the New Hire RSU on each quarterly

anniversary of the 5th day of the month during which the Grant Date occurs (the

"Vesting Start Date"), subject to Mr. Eschenbach's continued service on each


   time-based vesting date.

? A performance-based restricted stock unit award to acquire such number of

shares of Workday's Class A Common Stock equal to the same number of shares as

are subject to the New Hire RSU (the "PVU Award"), which will be divided into

three equal tranches (each, a "Tranche") each of which will require achievement

of a stock price target (each a "Price Hurdle") as described below during such

Tranche's specific performance period, as well as Mr. Eschenbach's continued

service on each time-based vesting date of the PVU Award.

The PVU Award performance metrics are subject to an overall five (5) year performance period commencing on the Grant Date. Tranche 1 requires a 25% increase from the Baseline Price (as defined below) during years 1 through 3; Tranche 2 requires a 50% increase from the Baseline Price during years 2 through 4; and Tranche 3 requires a 75% increase from the Baseline Price during years 3 through 5.

Testing for achievement of each Price Hurdle will be measured monthly by calculating the percentage increase of (i) the trailing simple moving average stock price of Workday's Class A Common Stock over the 45 consecutive trading days (the "45-day Average Stock Price") ending on the 20th of each month over (ii) the 45-day Average Stock Price ending on December 20, 2022, the day that the Employment Agreement was signed (the "Baseline Price").

A Tranche's Price Hurdle may not be achieved prior to such Tranche's performance period, other than as a result of a change in control transaction as described below. If unachieved during its applicable performance period, Tranche 1 and/or Tranche 2 may be earned in a later performance period, but only if the higher Price Hurdle for such later performance period is also achieved.

If a Tranche's Price Hurdle is achieved during such Tranche's performance period, 1/60th of such Tranche's PVU shares will vest on each of the monthly anniversaries of the Vesting Start Date, subject to Mr. Eschenbach's continued service to Workday.

? A restricted stock unit award to acquire such number of shares of Workday's

Class A Common Stock equal to $10,000,000, divided by the 20-day Average,

rounded up to the nearest whole share (the "Special RSU"), which will vest and

settle over one (1) year in equal installments on each quarterly anniversary of

the Vesting Start Date, subject to Mr. Eschenbach's continued service to

Workday. Notwithstanding the foregoing, if Mr. Eschenbach is terminated by

Workday for Cause (as defined in the Employment Agreement) or resigns without

Good Reason (as defined in Workday's Change in Control Policy) prior to the

second anniversary of the Effective Date, he will be required to repay to

Workday a cash amount equal to the grant date value of the Special RSU.

? A restricted stock unit award to acquire such number of shares of Workday's

Class A Common Stock equal to $5,000,000 divided by the 20-day Average, rounded

up to the nearest whole share (the "Additional Special RSU"); provided,

however, that such Additional Special RSU will not vest unless Mr. Eschenbach

purchases $2,000,000 worth of shares of Workday's Class A Common Stock on the

public market within twelve (12) months following the Effective Date (the

"Stock Purchase Requirement"). The Additional Special RSU will vest over one

(1) year in equal installments on each quarterly anniversary of the Vesting

Start Date (each, a "Quarterly Vest Date"); provided that (i) no portion of the

Additional Special RSU will vest until after the completion of the Stock

Purchase Requirement; and (ii) continual vesting will be subject to Mr.

Eschenbach's continued service to Workday on the applicable Quarterly Vesting

Date. Notwithstanding the foregoing, if Mr. Eschenbach is terminated by Workday

for Cause or resigns without Good Reason prior to the second anniversary of the

Effective Date, he will be required to repay to Workday a cash amount equal to

the grant date value of the Additional Special RSU.

If Mr. Eschenbach's employment is terminated without Cause within two years following the Effective Date, other than in connection with a Change in Control (as defined in the Change in Control Policy), and Mr. Eschenbach delivers a release of claims in favor of Workday, he will be entitled to receive: (i) 12 months of his base salary; (ii) a cash incentive plan payout equal to 150% of his base salary; and (iii) accelerated vesting of such number of shares subject to each of the New Hire RSU, the PVU Award (provided that the PVU Award will accelerate only to the extent an applicable Price Hurdle has previously been achieved or is achieved as of the date of his termination), the Special RSU, the Additional Special RSU (if the Stock Purchase Requirement has been satisfied), and any future annual RSUs, if any, that would have vested in the 12 months following such termination.

In addition, Mr. Eschenbach will participate in Workday's Change in Control Policy, as modified by the Employment Agreement, such that in the event that Mr. Eschenbach's employment is terminated without Cause or he resigns for Good Reason in connection with a Change in Control, and Mr. Eschenbach delivers a release of claims in favor of Workday, he will be entitled to receive: (i) 12 months of his base salary; (ii) full acceleration of all then-outstanding equity . . .

Item 7.01 Regulation FD Disclosure

A copy of the press release announcing Mr. Eschenbach's appointment is attached hereto as Exhibit 99.1. The information in the press release attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01 Financial Statements and Exhibits





(d) Exhibits



Exhibit
 Number    Description

  99.1       Press Release dated December 20, 2022

104        Cover Page Interactive Data File (the cover page XBRL tags are embedded
           within the inline XBRL document)

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