DEFA14A 1 tm261347d4_defa14a.htm DEFA14A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant x Filed by a Party other than the Registrant ¨

Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under § 240.14a-12

WORKDAY, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee paid previously with preliminary materials.

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

Smartphone users Point your camera here and vote without entering a control number For complete information and to vote, visit www.ProxyVote.com Control # V95768-P46616 Your Vote Counts! *Please check the meeting materials for any special requirements for meeting attendance. WORKDAY, INC. 6110 STONERIDGE MALL ROAD PLEASANTON, CA 94588 WORKDAY, INC. 2026 Annual Meeting Vote by June 15, 2026 11:59 PM EDT You invested in WORKDAY, INC. and it’s time to vote! You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy materials for the stockholder meeting to be held on June 16, 2026. Vote Online at the Virtual Meeting* June 16, 2026 9:00 a.m. Pacific Daylight Time Access the Virtual Meeting at: www.virtualshareholdermeeting.com/WDAY2026 Get informed before you vote View the Combined Proxy Statement and Annual Report online OR you can receive a free paper or email copy of the material(s) by submitting a request prior to June 2, 2026. If you would like to request a copy of the material(s) for this and/or future stockholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639, or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy of the materials.

THIS IS NOT A VOTABLE BALLOT This is an overview of the proposals being presented at the upcoming stockholder meeting. Please follow the instructions on the reverse side to vote these important matters. Vote at www.ProxyVote.com Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Delivery Settings”. Voting Items Board Recommends V95769-P46616 1. Election of Class II Directors. 1a. Wayne A.I. Frederick, M.D. For 1b. Mark J. Hawkins For 1c. Rhonda J. Morris For 1d. George J. Still, Jr. For 2. To ratify the appointment of Ernst & Young LLP as Workday’s independent registered public accounting firm for the fiscal year ending January 31, 2027. For 3. To approve, on an advisory basis, the compensation of our named executive officers as disclosed in the Proxy Statement. For 4. To approve the amendment and restatement of our 2022 Equity Incentive Plan to increase the number of shares of common stock reserved for issuance. For 5. To approve the amendment and restatement of our 2012 Employee Stock Purchase Plan to increase the number of shares of common stock reserved for issuance. For 6. To consider and vote upon a stockholder proposal regarding disclosure of employee retention rates by demographic category. Against 7. To consider and vote upon a stockholder proposal regarding disclosure of voting results based on share class. Against

SEC Form DEFA14A filed by Workday Inc.