What changed in this filing

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Item 9A. Controls and Procedures

2021-03-02 compared with 2020-03-03 · 33 added, 21 removed, 149 unchanged (27% of the section changed)

1 unchanged sentence

(a) Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this report.

Under the supervision and with the participation of our management, including our principal executive officers and principal financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of the end of the period covered by this report.

In designing and evaluating our disclosure controls and procedures, management recognizes that any disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Based on management’s evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are designed to, and are effective to, provide assurance at a reasonable level that the information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures.

Based on management’s evaluation, our principal executive officers and principal financial officer concluded that our disclosure controls and procedures are designed to, and are effective to, provide assurance at a reasonable level that the information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officers and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures.

(b) Management’s Report on Internal Control Over Financial Reporting

4 unchanged sentences

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(d) and 15d-15(d) under the Exchange Act) that occurred during our most recently completed fiscal quarter.

Based on that evaluation, our principal executive officer and principal financial officer concluded that there has not been any material change in our internal control over financial reporting during the fourth quarter of fiscal 2020, that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Under the supervision and with the participation of our management, including our principal executive officers and principal financial officer, we conducted an evaluation of any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(d) and 15d-15(d) under the Exchange Act) that occurred during our most recently completed fiscal quarter.

Based on that evaluation, our principal executive officers and principal financial officer concluded that there has not been any material change in our internal control over financial reporting during the fourth quarter of fiscal 2021 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting, despite the fact that the majority of our employees are continuing to work remotely due to the COVID-19 pandemic.

We are continually monitoring and assessing the COVID-19 situation on our internal controls to understand the potential impact on their design and operating effectiveness.

(d) Limitations on Effectiveness of Controls and Procedures and Internal Control over Financial Reporting

7 unchanged sentences

The information concerning our executive officers required by this Item is incorporated herein by reference to information contained in the Proxy Statement including “Executive Officers and Other Executive Management.”

With regard to the information required by this Item regarding compliance with Section 16(a) of the Exchange Act, we will provide disclosure of delinquent Section 16(a) reports, if any, in our Proxy Statement related to the 2020 Annual Meeting of Stockholders, and such disclosure, if any, is incorporated herein by reference.

We have adopted a code of ethics, our Code of Conduct, which applies to all employees, including our principal executive officer, our principal financial officer, and all other executive officers.

With regard to the information required by this Item regarding compliance with Section 16(a) of the Exchange Act, we will provide disclosure of delinquent Section 16(a) reports, if any, in our Proxy Statement, and such disclosure, if any, is incorporated herein by reference.

We have adopted a code of ethics, our Code of Conduct, which applies to all employees, including our principal executive officers, our principal financial officer, and all other executive officers.

The Code of Conduct is available on our website at www.workday.com/codeofconduct.

18 unchanged sentences

Filing Date Exhibit No.

2.1+ Agreement and Plan of Merger dated June 11, 2018, as amended on July 31, 2018

8-K 001-35680 August 1, 2018 2.1

3.1 Restated Certificate of Incorporation of the Registrant

1 unchanged sentence

3.2 Amended and Restated Bylaws of the Registrant

8-K 001-35680 June 5, 2015 3.1

8-K 001-35680 February 24, 2021 3.1

4.1 Form of Registrant’s Class A common stock certificate

3 unchanged sentences

4.3 Description of Securities

10-K 001-35680 March 3, 2020 4.3

4.4 2020 Indenture dated June 17, 2013 between Workday, Inc.

20 unchanged sentences

10.4† 2012 Equity Incentive Plan Forms of Award Agreements, as amended

10-K 001-35680 March 3, 2020 10.4

10.5† 2012 Employee Stock Purchase Plan, as amended

6 unchanged sentences

S-8 333-226907 August 17, 2018 99.2

10.8† Workday, Inc.

Change in Control Policy

10-Q 001-35680 November 20, 2020 10.1

10.9† Offer Letter between James J.

3 unchanged sentences

10-Q 001-35680 June 1, 2016 10.11

10.10† Offer Letter between Luciano Fernandez Gomez and the Registrant dated December 12, 2013 and related employment arrangements

10-K 001-35680 March 18, 2019 10.11

10.11† Offer Letter between Richard Sauer and the Registrant dated April 6, 2019

10.12 Office Lease Agreement, dated September 18, 2008, between Registrant and 6200 Stoneridge Mall Road Investors, LLC

S-1 333-183640 August 30, 2012 10.8

10-K 001-35680 March 3, 2020 10.11

10.12† Offer Letter between Luciano G.

Fernandez and the Registrant dated August 26, 2020

10-Q 001-35680 August 28, 2020 10.1

10.13 Restated and Amended Pleasanton Ground Lease by and between San Francisco Bay Area Rapid Transit District and CREA/Windstar Pleasanton, LLC and related assignment agreement dated January 30, 2014

19 unchanged sentences

8-K 001-35680 September 15, 2017 99.4

10.23 Credit Agreement, dated as of April 2, 2020, among Workday, certain subsidiaries of Workday, Bank of America, N.A., Wells Fargo Bank, National Association, Truist Bank, U.S.

Bank National Association and the other L/C Issuers and Lenders party thereto

8-K 001-35680 April 6, 2020 10.1

21.1 List of Subsidiaries of the Registrant

2 unchanged sentences

31.1 Certification of Periodic Report by Principal Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002

31.2 Certification of Periodic Report by Principal Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002

31.3 Certification of Periodic Report by Principal Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002

1 unchanged sentence

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2* Certification of Chief Executive Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.3* Certification of Chief Financial Officer Pursuant to 18 U.S.C.

7 unchanged sentences

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) X

+ The Company has omitted schedules and similar attachments to the merger agreement pursuant to Item 601(b) of Regulation S-K.

The Company will furnish a copy of any omitted schedule or similar attachment to the Securities and Exchange Commission upon request.

Indicates a management contract or compensatory plan.

These exhibits are furnished with this Annual Report on Form 10-K and are not deemed filed with the Securities and Exchange Commission and are not incorporated by reference in any filing of Workday, Inc.

under the Securities Act of 1933 or the Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in such filings.

These exhibits are furnished with this Annual Report on Form 10-K and are not deemed filed with the SEC and are not incorporated by reference in any filing of Workday, Inc.

under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in such filings.

FORM 10-K SUMMARY

Not applicable.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pleasanton, State of California, on this 3rd day of March, 2020.

WORKDAY, INC.

/s/ Robynne D.

Co-President and Chief Financial Officer (Principal Financial and Accounting Officer)

President and Chief Financial Officer (Principal Financial and Accounting Officer)

POWER OF ATTORNEY

4 unchanged sentences

Signature Title Date

/s/ Aneel Bhusri Chief Executive Officer March 3, 2020

/s/ Aneel Bhusri Co-Chief Executive Officer March 2, 2021

Aneel Bhusri (Principal Executive Officer)

/s/ Luciano Fernandez Gomez Co-Chief Executive Officer March 2, 2021

Luciano Fernandez Gomez (Principal Executive Officer)

/s/ Robynne D.

Sisco Co-President and Chief Financial Officer March 3, 2020

Sisco President and Chief Financial Officer March 2, 2021

Sisco (Principal Financial and Accounting Officer)

5 unchanged sentences

Eschenbach Director March 2, 2021

/s/ Michael C.

Bush Director March 2, 2021

/s/ Michael M.

8 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures