12 unchanged sentences
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(f) and 15d-15(f) under the Exchange Act) that occurred during our most recently completed fiscal quarter.
−Removed: 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 2022 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.
−Removed: We are continually monitoring and assessing the potential impact of the COVID-19 pandemic on the design and operating effectiveness of our internal controls.
+Added: 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 2023 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
(d) Limitations on Effectiveness of Controls and Procedures and Internal Control over Financial Reporting
2 unchanged sentences
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.
−Removed: Table of Conten t s
OTHER INFORMATION
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
−Removed: Table of Conten t s
DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
−Removed: 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.
+Added: The information concerning our directors, our Audit Committee, and any changes to the process by which stockholders may recommend nominees to the Board of Directors required by this Item are incorporated herein by reference to information contained in the Proxy Statement, including “Proposal No.
Election of Directors” and “Directors and Corporate Governance.”
3 unchanged sentences
The Code of Conduct is available on our website at www.workday.com/codeofconduct.
−Removed: 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.
+Added: A copy may also be obtained without charge by contacting Investor Relations, Workday, Inc., 6110 Stoneridge Mall Road, Pleasanton, California 94588 or by emailing ir@workday.com.
We plan to post on our website at the address described above any future amendments or waivers of our Code of Conduct.
8 unchanged sentences
Ratification of Appointment of Independent Registered Public Accounting Firm.”
−Removed: Table of Conten t s
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
9 unchanged sentences
3.2 Amended and Restated Bylaws of the Registrant
−Removed: 8-K 001-35680 February 28, 2022 3.1
+Added: 8-K 001-35680 January 26, 2023 3.1
4.1 Form of Registrant’s Class A common stock certificate
10 unchanged sentences
8-K 001-35680 January 2, 2018 4.4
+Added: 4.7 Indenture, dated as of April 1, 2022, between Workday and U.S.
+Added: Bank Trust Company National Association, as trustee
+Added: 8-K 001-35680 April 1, 2022 4.1
+Added: 4.8 Form of 3.500% Note due 2027
+Added: 8-K 001-35680 April 1, 2022 4.3
+Added: 4.9 Form of 3.700% Note due 2029
+Added: 8-K 001-35680 April 1, 2022 4.4
+Added: 4.10 Form of 3.800% Note due 2032
+Added: 8-K 001-35680 April 1, 2022 4.5
10.1 Form of Indemnification Agreement
S-1 333-183640 August 30, 2012 10.1
−Removed: 10.2† 2005 Stock Plan, as amended
−Removed: 10-Q 001-35680 June 5, 2013 10.12
10.2† 2012 Equity Incentive Plan, as amended
2 unchanged sentences
10-K 001-35680 March 3, 2020 10.4
−Removed: 10.5† 2012 Employee Stock Purchase Plan, as amended
−Removed: 10-Q 001-35680 December 3, 2018 10.1
+Added: 10.4† 2022 Equity Incentive Plan
+Added: S-8 333-265766 June 22, 2022 4.4
+Added: 10.5† 2022 Equity Incentive Plan forms of Award Agreements
+Added: S-8 333-265766 June 22, 2022 4.5
+Added: 10.6† Amended and Restated 2012 Employee Stock Purchase Plan
+Added: S-8 333-265766 June 22, 2022 4.6
+Added: 10.7† Amended and Restated 2012 Employee Stock Purchase Plan forms of Award Agreements, as amended
+Added: S-8 333-265766 June 22, 2022 4.7
10.8† Adaptive Insights, Inc.
10 unchanged sentences
10-K 001-35680 March 31, 2014 10.9
−Removed: 10.10† Offer Letter between Robynne Sisco and the Registrant dated August 23, 2012
−Removed: 10-Q 001-35680 June 1, 2016 10.11
10.12† Offer Letter between Richard Sauer and the Registrant dated April 6, 2019
10-K 001-35680 March 3, 2020 10.11
−Removed: Table of Conten t s
10.13† Offer Letter between Luciano G.
2 unchanged sentences
10.14† Offer Letter between Barbara Larson and the Registrant dated June 30, 2014
+Added: 10-K 001-35680 February 28, 2022 10.13
10.15† Offer Letter between Doug Robinson and the Registrant dated June 3, 2010
+Added: 10-K 001-35680 February 28, 2022 10.14
+Added: 10.16† Letter Agreement between Carl Eschenbach and the Registrant dated December 20, 2022
+Added: 10.17† 2022 Equity Incentive Plan Global Notice of Performance Restricted Stock Unit Award for Carl Eschenbach
10.18 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
11 unchanged sentences
8-K 001-35680 September 15, 2017 99.4
−Removed: 10.21 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.
−Removed: Bank National Association and the other L/C Issuers and Lenders party thereto
+Added: 10.24 Credit Agreement, dated as of April 6, 2022, among Workday, certain subsidiaries of Workday, Bank of America, N.A., Wells Fargo Bank, National Association, and the other L/C Issuers and Lenders party thereto
8-K 001-35680 April 7, 2022 10.1
9 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
−Removed: Table of Conten t s
32.3* Certification of Chief Financial Officer Pursuant to 18 U.S.C.
10 unchanged sentences
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.
−Removed: Table of Conten t s
FORM 10-K SUMMARY
Not applicable.
−Removed: Table of Conten t s
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 27th day of February, 2023.
7 unchanged sentences
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.
−Removed: Table of Conten t s
Signature Title Date
1 unchanged sentence
Aneel Bhusri (Principal Executive Officer)
−Removed: /s/ Luciano Fernandez Gomez Co-Chief Executive Officer February 28, 2022
−Removed: Luciano Fernandez Gomez (Principal Executive Officer)
+Added: Eschenbach Co-Chief Executive Officer February 27, 2023
+Added: Eschenbach (Principal Executive Officer)
/s/ Barbara Larson Chief Financial Officer February 27, 2023
7 unchanged sentences
Doughtie Director February 27, 2023
−Removed: Eschenbach Director February 28, 2022
+Added: /s/ Wayne A.I.
+Added: Frederick, M.D.
+Added: Director February 27, 2023
+Added: Frederick, M.D.
/s/ Michael M.
6 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.