Workday, Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES (a) Evaluation of Disclosure Controls and Procedures 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 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 Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Management conducted an assessment of the effectiveness of our internal control over financial reporting based on the criteria set forth in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on the assessment, management has concluded that its internal control over financial reporting was effective as of January 31, 2021, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. Our independent registered public accounting firm, Ernst & Young LLP, has issued an audit report with respect to our internal control over financial reporting, which appears in Part II, Item 8 of this Annual Report on Form 10-K, and is incorporated herein by reference. (c) Changes in 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 In designing and evaluating the disclosure controls and procedures and internal control over financial reporting, management recognizes that any 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 and internal control over financial reporting must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs. See Management’s Report on Internal Control over Financial Reporting above and the Report of Independent Registered Public Accounting Firm on our internal control over financial reporting in Item 8, which are incorporated herein by reference. 90 Table of Contents ITEM 9B. OTHER INFORMATION None. 91 Table of Contents PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE The information concerning our directors, our Audit Committee, and any changes to the process by which stockholders may recommend nominees to the Board required by this Item are incorporated herein by reference to information contained in the Proxy Statement, including “Proposal No. 1: Election of Directors” and “Directors and Corporate Governance.” 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, 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. A copy may also be obtained without charge by contacting Investor Relations, Workday, Inc., 6110 Stoneridge Mall Road, Pleasanton, California 94588 or by calling (925) 951-9000. We plan to post on our website at the address described above any future amendments or waivers of our Code of Conduct. ITEM 11. EXECUTIVE COMPENSATION The information required by this Item is incorporated herein by reference to information contained in the Proxy Statement, including “Directors and Corporate Governance” and “Executive Compensation.” ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by this Item is incorporated herein by reference to information contained in the Proxy Statement, including “Equity Compensation Plan Information” and “Security Ownership of Certain Beneficial Owners and Management.” ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE The information required by this Item is incorporated herein by reference to information contained in the Proxy Statement, including “Directors and Corporate Governance,” “Related Party Transactions,” and “Employment Arrangements and Indemnification Agreements.” ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The information required by this Item is incorporated herein by reference to information contained in the Proxy Statement, including “Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm.” 92 Table of Contents PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 1. Consolidated Financial Statements See Index to Consolidated Financial Statements at Item 8 herein. 2. Financial Statement Schedules All schedules have been omitted because they are not required, not applicable, or not present in amounts sufficient to require submission of the schedule. 3. Exhibits Exhibit No. Exhibit Incorporated by Reference Filed Herewith Form File No. Filing Date Exhibit No. 3.1 Restated Certificate of Incorporation of the Registrant 10-Q 001-35680 December 7, 2012 3.1 3.2 Amended and Restated Bylaws of the Registrant 8-K 001-35680 February 24, 2021 3.1 4.1 Form of Registrant’s Class A common stock certificate S-1/A 333-183640 October 1, 2012 4.1 4.2 Form of Registrant’s Class B common stock certificate S-8 333-184395 October 12, 2012 4.9 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. and Wells Fargo Bank, National Association 8-K 001-35680 June 17, 2013 4.2 4.5 2022 Indenture dated September 15, 2017 between Workday, Inc. and Wells Fargo Bank, National Association 8-K 001-35680 September 15, 2017 4.1 4.6 Supplemental Indenture to the 2020 Indenture dated January 2, 2018 between Workday, Inc. and Wells Fargo Bank, National Association 8-K 001-35680 January 2, 2018 4.3 4.7 Supplemental Indenture to the 2022 Indenture dated January 2, 2018 between Workday, Inc. and Wells Fargo Bank, National Association 8-K 001-35680 January 2, 2018 4.4 4.8 Second Supplemental Indenture to the 2020 Indenture dated April 27, 2018 between Workday, Inc. and Wells Fargo Bank, National Association 10-Q 001-35680 June 1, 2018 4.1 10.1 Form of Indemnification Agreement S-1 333-183640 August 30, 2012 10.1 10.2† 2005 Stock Plan, as amended 10-Q 001-35680 June 5, 2013 10.12 10.3† 2012 Equity Incentive Plan, as amended DEF 14A 001-35680 April 27, 2018 Annex A 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 10-Q 001-35680 December 3, 2018 10.1 10.6† Adaptive Insights, Inc. 2013 Equity Incentive Plan S-8 333-226907 August 17, 2018 99.1 10.7† Adaptive Insights, Inc. 2013 Equity Incentive Plan Forms of Award Agreements 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 93 Table of Contents 10.9† Offer Letter between James J. Bozzini and the Registrant dated December 4, 2006 10-K 001-35680 March 31, 2014 10.9 10.10† Offer Letter between Robynne Sisco and the Registrant dated August 23, 2012 10-Q 001-35680 June 1, 2016 10.11 10.11† Offer Letter between Richard Sauer and the Registrant dated April 6, 2019 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 10-K 001-35680 March 31, 2014 10.11 10.14 Stock Restriction Agreement, by and among the Registrant, David A. Duffield and Aneel Bhusri S-1/A 333-183640 October 1, 2012 10.11 10.15 Form of Convertible Bond Hedge Confirmation (2020) 8-K 001-35680 June 17, 2013 99.3 10.16 Form of Warrant Confirmation (2020) 8-K 001-35680 June 17, 2013 99.4 10.17 Form of Additional Convertible Bond Hedge Confirmation (2020) 8-K 001-35680 June 24, 2013 99.3 10.18 Form of Additional Warrant Confirmation (2020) 8-K 001-35680 June 24, 2013 99.4 10.19 Form of Convertible Bond Hedge Confirmation (2022) 8-K 001-35680 September 15, 2017 99.1 10.20 Form of Warrant Confirmation (2022) 8-K 001-35680 September 15, 2017 99.2 10.21 Form of Additional Convertible Bond Hedge Confirmation (2022) 8-K 001-35680 September 15, 2017 99.3 10.22 Form of Additional Warrant Confirmation (2022) 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 X 23.1 Consent of Independent Registered Public Accounting Firm X 24.1 Power of Attorney (incorporated by reference to the signature page of this Annual Report on Form 10-K) X 31.1 Certification of Periodic Report by Principal Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002 X 31.2 Certification of Periodic Report by Principal Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002 X 94 Table of Contents 31.3 Certification of Periodic Report by Principal Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002 X 32.1* 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 X 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 X 32.3* Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 101.INS XBRL Instance Document - Instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document X 101.SCH Inline XBRL Taxonomy Extension Schema Document X 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) X † 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 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. 95 Table of Contents ITEM 16. FORM 10-K SUMMARY Not applicable. 96 Table of Contents SIGNATURES 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 2nd day of March, 2021. WORKDAY, INC. /s/ Robynne D. Sisco Robynne D. Sisco President and Chief Financial Officer (Principal Financial and Accounting Officer) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robynne D. Sisco or Richard H. Sauer, or any of them, his or her attorneys-in-fact, for such person in any and all capacities, to sign any amendments to this report and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that either of said attorneys-in-fact, or substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. 97 Table of Contents Signature Title Date /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 President and Chief Financial Officer March 2, 2021 Robynne D. Sisco (Principal Financial and Accounting Officer) /s/ Ann-Marie Campbell Director March 2, 2021 Ann-Marie Campbell /s/ Christa Davies Director March 2, 2021 Christa Davies Director Lynne M. Doughtie /s/ David A. Duffield Director March 2, 2021 David A. Duffield /s/ Carl M. Eschenbach Director March 2, 2021 Carl M. Eschenbach /s/ Michael C. Bush Director March 2, 2021 Michael C. Bush /s/ Michael M. McNamara Director March 2, 2021 Michael M. McNamara /s/ Michael A. Stankey Director March 2, 2021 Michael A. Stankey /s/ George J. Still, Jr. Director March 2, 2021 George J. Still, Jr. /s/ Lee J. Styslinger III Director March 2, 2021 Lee J. Styslinger III /s/ Jerry Yang Director March 2, 2021 Jerry Yang 98