What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-03-11 compared with 2024-03-08 · 41 added, 41 removed, 140 unchanged (37% of the section changed)

16 unchanged sentences

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.

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 Part II, Item 8, which are incorporated herein by reference.

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).

During the three months ended January 31, 2025, 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 conditions of Rule 10b5-1(c).

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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 of Directors required by this Item are incorporated herein by reference to information contained in the Proxy Statement, which is expected to be filed with the SEC within 120 days after the end of the fiscal year ended January 31, 2025, including under the captions “Proposal No.

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.”

The information concerning our executive officers required by this Item is incorporated herein by reference to information contained in the Proxy Statement, including under the caption “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 officer, 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, our principal accounting 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 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.

We plan to post on our website at the address described above any amendments from or waivers to any provision of our Code of Conduct that applies to our principal executive officer, our principal financial officer, our principal accounting officer, and all other executive officers.

We have adopted an Insider Trading Policy governing the purchase, sale, and other transactions of Workday securities by our directors, officers, and employees, as well as Workday itself.

Workday believes that its Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any applicable listing standards.

A copy of the Workday Insider Trading Policy is filed as Exhibit 19.1 to this report.

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.”

The information required by this Item is incorporated herein by reference to information contained in the Proxy Statement, including under the captions “Directors and Corporate Governance," “Executive Compensation,” and “Summary Compensation Table.”

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.”

The information required by this Item is incorporated herein by reference to information contained in the Proxy Statement, including under the captions “Equity Compensation Plan Information” and “Security Ownership of Certain Beneficial Owners and Management.”

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.”

The information required by this Item is incorporated herein by reference to information contained in the Proxy Statement, including under the captions “Directors and Corporate Governance,” “Related Party Transactions,” and “Employment Arrangements and Indemnification Agreements.”

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.

The information required by this Item is incorporated herein by reference to information contained in the Proxy Statement, including under the caption “Proposal No.

Ratification of Appointment of Independent Registered Public Accounting Firm.”

7 unchanged sentences

Filing Date Exhibit No.

3.1 Restated Certificate of Incorporation of the Registrant

10-Q 001-35680 December 7, 2012 3.1

3.1 Restated Certificate of Incorporation of the Registrant, as amended

10-Q 001-35680 August 28, 2024 3.1

3.2 Amended and Restated Bylaws of the Registrant

6 unchanged sentences

10-K 001-35680 March 3, 2020 4.3

4.4 2022 Indenture dated September 15, 2017 between Workday, Inc.

and Wells Fargo Bank, National Association

8-K 001-35680 September 15, 2017 4.1

4.5 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

4.4 Indenture, dated as of April 1, 2022, between Workday and U.S.

26 unchanged sentences

10.10† Workday, Inc.

Executive Severance and Change in Control Policy

001-35680 December 1, 2023 10.1

Executive Severance and Change in Control Policy, as amended

001-35680 November 26, 2024 10.2

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

3 unchanged sentences

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

Offer Letter between Robert Enslin and Workday, Inc.

dated November 25, 2024

8-K 001-35680 November 26, 2024 10.1

Offer Letter between Gerrit Kazmaier and Workday, Inc.

dated February 24, 2025

8-K 001-35680 February 25, 2025 10.1

Workday, Inc.

8 unchanged sentences

S-1/A 333-183640 October 1, 2012 10.11

10.18 Form of Convertible Bond Hedge Confirmation (2022)

8-K 001-35680 September 15, 2017 99.1

10.19 Form of Warrant Confirmation (2022)

8-K 001-35680 September 15, 2017 99.2

10.20 Form of Additional Convertible Bond Hedge Confirmation (2022)

8-K 001-35680 September 15, 2017 99.3

10.21 Form of Additional Warrant Confirmation (2022)

8-K 001-35680 September 15, 2017 99.4

10.19 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

19.1 Insider Trading Policy

21.1 List of Subsidiaries of the Registrant

7 unchanged sentences

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

97 C ompensation Recovery Policy

97 Compensation Recovery Policy

001-35680 March 8, 2024 97

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

13 unchanged sentences

/s/ Zane Rowe

Chief Financial Officer (Principal Financial and Accounting Officer)

Chief Financial Officer (Principal Financial Officer)

/s/ Mark Garfield

Mark Garfield

Chief Accounting Officer (Principal Accounting Officer)

POWER OF ATTORNEY

3 unchanged sentences

Signature Title Date

Chief Executive Officer

March 8, 2024

Chief Executive Officer and Director March 11, 2025

Eschenbach (Principal Executive Officer)

1 unchanged sentence

Chief Financial Officer March 11, 2025

Zane Rowe (Principal Financial and Accounting Officer)

Zane Rowe (Principal Financial Officer)

/s/ Mark Garfield

Chief Accounting Officer March 11, 2025

Mark Garfield (Principal Accounting Officer)

/s/ Aneel Bhusri

2 unchanged sentences

Director March 11, 2025

/s/ Ann-Marie Campbell

Director March 8, 2024

Ann-Marie Campbell

/s/ Christa Davies

/s/ Elizabeth Centoni

Director March 11, 2025

Christa Davies

Elizabeth Centoni

Director March 11, 2025

6 unchanged sentences

Director March 11, 2025

/s/ Rhonda J.

Director March 11, 2025

/s/ Michael L.

Director March 11, 2025

/s/ George J.

3 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