What changed in this filing

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Item 9A. Controls and Procedures

2024-03-08 compared with 2023-02-27 · 43 added, 43 removed, 138 unchanged (38% 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 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.

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.

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.

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.

(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 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.

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.

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(f) and 15d-15(f) 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 2024 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

3 unchanged sentences

OTHER INFORMATION

Insider Trading Arrangements

During the three months ended January 31, 2024, no directors and/or officers of Workday adopted or terminated a “Rule 10b5-1 trading arrangement,” as defined in item 408(a) of Regulation S-K intending to satisfy the affirmative defense of Rule 10b5-1(c).

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

4 unchanged sentences

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.

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.

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

52 unchanged sentences

10.5† 2022 Equity Incentive Plan forms of Award Agreements

S-8 333-265766 June 22, 2022 4.5

10.6† Amended and Restated 2012 Employee Stock Purchase Plan

1 unchanged sentence

10.7† Amended and Restated 2012 Employee Stock Purchase Plan forms of Award Agreements, as amended

S-8 333-265766 June 22, 2022 4.7

10.8† Adaptive Insights, Inc.

5 unchanged sentences

10.10† Workday, Inc.

Change in Control Policy

10-Q 001-35680 May 26, 2021 10.1

10.11† Offer Letter between James J.

Bozzini and the Registrant dated December 4, 2006

10-K 001-35680 March 31, 2014 10.9

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

10-K 001-35680 March 3, 2020 10.11

10.13† Offer Letter between Luciano G.

Fernandez and the Registrant dated August 26, 2020

10-Q 001-35680 August 28, 2020 10.1

10.14† Offer Letter between Barbara Larson and the Registrant dated June 30, 2014

10-K 001-35680 February 28, 2022 10.13

10.15† Offer Letter between Doug Robinson and the Registrant dated June 3, 2010

10-K 001-35680 February 28, 2022 10.14

Executive Severance and Change in Control Policy

001-35680 December 1, 2023 10.1

Letter Agreement between Carl Eschenbach and the Registrant dated December 20, 2022

10-K 001-35680 February 27, 2023 10.16

Offer Letter between Zane Rowe and Workday, Inc.

dated May 23, 2023

8-K 001-35680 May 25, 2023 10.1

Separation and Transition Services Agreement between Barbara Larson and Workday, Inc.

dated May 24, 2023

8-K 001-35680 May 25, 2023 10.2

Workday, Inc.

Omnibus Bonus Plan

8-K 001-35680 March 3, 2023 10.1

2022 Equity Incentive Plan Global Notice of Performance Restricted Stock Unit Award for Carl Eschenbach

10-K 001-35680 February 27, 2023 10.17

10.16 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

17 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

31.2 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

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

97 C ompensation Recovery Policy

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

10 unchanged sentences

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 27th day of February, 2023.

WORKDAY, INC.

/s/ Barbara Larson

Barbara Larson

/s/ Zane Rowe

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 Barbara Larson or Richard H.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Zane Rowe 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.

1 unchanged sentence

Signature Title Date

/s/ Aneel Bhusri Co-Chief Executive Officer February 27, 2023

Aneel Bhusri (Principal Executive Officer)

Eschenbach Co-Chief Executive Officer February 27, 2023

Chief Executive Officer

March 8, 2024

Eschenbach (Principal Executive Officer)

/s/ Barbara Larson Chief Financial Officer February 27, 2023

Barbara Larson (Principal Financial and Accounting Officer)

/s/ Zane Rowe

Chief Financial Officer March 8, 2024

Zane Rowe (Principal Financial and Accounting Officer)

/s/ Aneel Bhusri

Director March 8, 2024

/s/ Thomas F.

Bogan Director February 27, 2023

/s/ Ann-Marie Campbell Director February 27, 2023

Director March 8, 2024

/s/ Ann-Marie Campbell

Director March 8, 2024

Ann-Marie Campbell

/s/ Christa Davies Director February 27, 2023

/s/ Christa Davies

Director March 8, 2024

Christa Davies

Doughtie Director February 27, 2023

Director March 8, 2024

/s/ Wayne A.I.

Frederick, M.D.

Director February 27, 2023

Director March 8, 2024

Frederick, M.D.

Director March 8, 2024

/s/ Michael M.

McNamara Director February 27, 2023

Director March 8, 2024

/s/ George J.

Director February 27, 2023

Styslinger III Director February 27, 2023

Styslinger III

/s/ Jerry Yang Director February 27, 2023

Director March 8, 2024

/s/ Jerry Yang

Director March 8, 2024

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