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AGM 2017

Jun 20, 2017

Operator

Welcome to Workday's 2017 Annual Meeting of Stockholders. This meeting is being presented live and is being recorded for future playback. With that, I will hand it over to Aneel Bhusri, Workday's Chief Executive Officer. Please go ahead.

Aneel Bhusri
CEO, Workday

Good morning, and thank you for joining us today for Workday's Annual Meeting of Stockholders. It is 9:01 A.M., and the meeting will now come to order. My name is Aneel Bhusri, and as the Chief Executive Officer at Workday, I will be presiding over this meeting. Today's virtual meeting is a live audio webcast allowing for participation by Workday, our stockholders, and other interested parties, regardless of their location. In addition to listening to the meeting online, stockholders can submit questions and vote their shares via the annual meeting web portal before the polls close. Stockholders who would like to ask a question may do so by presenting the question in writing where indicated on the webcast portal for the meeting. Stockholders who would like to vote can do so on the portal as where indicated for voting.

As a reminder, only stockholders may submit a question or vote via the annual meeting portal. The polls are currently open and will remain open through the general question-and-answer session of our meeting. I would like to now introduce our directors and other members of Workday management who are present today. The directors present are Dave Duffield, Skip Battle, Christa Davies, Mike McNamara, Mike Stankey, George Still, Lee Styslinger, and Jerry Yang. Christa Davies, Mike Stankey, and George Still are the nominees for Class II directors whom we will be voting on at today's meeting. I would also like to introduce Jim Shaughnessy, Workday's General Counsel and Secretary, who'll be acting as our inspector of elections and tabulating the voting results. Mike Magaro, our Vice President of Investor Relations, who will moderate our question-and-answer session. Mark Peek, our Co-President, and Chano Fernandez, our Executive Vice President, Global Field Operations.

In addition, David Cabral has joined us from Ernst & Young LLP, Workday's independent auditors, and will be available to address stockholder questions as well. This morning, our program will proceed as follows. First, I will commence the official business portion of the 2017 Annual Meeting, including reviewing the proxy proposals before our stockholders. During this time, we will address any questions or comments which relate to the formal business at hand. Following that, I will open the meeting to a general question-and-answer session. Lastly, Jim will report on the results of the proxy proposals. As a final housekeeping item, I will turn it over to Jim to review our Q&A guidelines. Jim?

James P. Shaughnessy
Senior Vice President, General Counsel and Secretary, Workday

Thank you, Aneel. A few matters of protocol will help our Q&A process run smoothly. One, as Aneel mentioned, only stockholders or their legal representatives may ask a question or make a comment. Two, questions addressed during the official business portion of the meeting should be relevant to the proposals being voted on. Three, the meeting chairman may rule as out of order stockholder proposals that did not meet the advance notice provisions of Workday's bylaws or proposals that are inappropriate for stockholder action. Four, out of consideration for others, please limit yourself to two questions or comments. Five, questions will be answered at the discretion of the CEO based on determinations of relevancy or appropriateness. Back to you, Aneel.

Aneel Bhusri
CEO, Workday

We will now proceed to the official business portion of this meeting. Jim, would you please report on the notice of the meeting and the quorum determination?

James P. Shaughnessy
Senior Vice President, General Counsel and Secretary, Workday

The board fixed April 21st, 2017, as the record date for this meeting. We've received an affidavit from Broadridge Financial Solutions certifying that beginning on April 28th, 2017, each stockholder of record and each identifiable beneficial owner as of the record date was mailed the official notice of this meeting, together with a proxy card and Workday's 2017 annual report and proxy statement or instructions about how to access these materials online. On the record date, a total of 131,104,121 shares of Class A common stock, representing one vote per share, and a total of 74,737,750 shares of Class B common stock, representing 10 votes per share, were outstanding. The holders of not less than 195,207,636 shares of common stock are present at today's meeting in person or by proxy. Approximately 98.01% of the voting power of the outstanding shares is present at the meeting. Accordingly, the quorum is present.

Aneel?

Aneel Bhusri
CEO, Workday

Thank you, Jim. On the basis of Jim's report, the meeting is duly convened. As a reminder, the polls are open, and stockholders may vote their shares online anytime during this meeting before the polls close, which will be following our general question-and-answer session. The first matter being voted upon is the election of three Class II directors to the board of directors for the coming year. Christa Davies, Michael Stankey, and George Still have been nominated as Class II directors to serve for a three-year term expiring at the 2020 annual meeting of stockholders until their successors are duly elected and qualified. No other nominations for directors were received from stockholders within the period required by Workday's bylaws. Therefore, the nominations are closed. The second order of business concerns the ratification of Workday's independent auditors.

The board of directors has appointed Ernst & Young LLP as Workday's independent auditors for the fiscal year ending January 31st, 2018, and our stockholders have been asked to ratify their appointment. The third order of business concerns the advisory non-binding stockholder vote to approve the compensation awarded to our named executive officers in the last fiscal year. We will now address any questions related to the proxy proposals at hand. Mike, do we have any questions related to the proposals?

Michael Magaro
VP of Investor Relations, Workday

We have received a question related to the proposal. The question, Aneel, is, does Workday plan to eventually declassify its board of directors?

Aneel Bhusri
CEO, Workday

We will take that input under advisement. It's something that we talk about during the nominating and governance committees. For now, it's going to remain as a classified board.

Michael Magaro
VP of Investor Relations, Workday

Great. As we have no further questions related to proposals, I'll turn it back to you, Aneel.

Aneel Bhusri
CEO, Workday

Thanks, Mike. As a reminder, it is not necessary to vote online if you have already sent in a completed proxy card or voted online or by telephone unless you wish to change your vote. Stockholders who would like to vote now may do so by submitting your vote where indicated on the webcast portal for the meeting. The polls will remain open during our general Q&A session, which we will turn to next. Mike?

Michael Magaro
VP of Investor Relations, Workday

Thank you, Aneel. This question-and-answer session may include various projections and forward-looking statements about Workday. These forward-looking statements involve risks and uncertainties that could cause actual events or results to differ materially from those in the forward-looking statements. We encourage you to read our periodic reports and filings with the SEC for a description of potential risks and uncertainties, including, without limitation, those mentioned in Workday's quarterly report on Form 10-Q for the fiscal quarter ended April 30th, 2017, under the heading Risk Factors, and in our subsequently filed annual, quarterly, and current reports. As a reminder, we will follow the rules of order for this Q&A session that Jim revealed and reviewed earlier. Aneel, we do have one question for you related to some of the sales activity over the past year. The question is, have we announced any Fortune 50 accounts in the past year?

If you could just provide some insight into the balance of our business between small and medium-sized businesses over the last year as well.

Aneel Bhusri
CEO, Workday

In the past 12 months, we have announced Walmart, Amazon, and Target, as well as Boeing, as Fortune 50 new Workday customers, which brings the total to 10 Fortune 50 accounts that are Workday customers, and we are very pleased with that result and expect more to choose Workday in the upcoming years. Our sales force and our company is divided along lines of large enterprise and medium enterprise. Medium enterprise typically focus on companies between 1,000 employees and 3,500 employees, and large enterprise, 3,500 employees and higher. More than half of our business comes from the large enterprise market, but the medium enterprise market continues to be a high-growth part of our business as well. To this point, we have really not focused on the small business market of less than 1,000 employees.

Michael Magaro
VP of Investor Relations, Workday

Great. Thank you, Aneel. As there are no further questions, our question-and-answer session is concluded. I will now turn the call back to you, Aneel, to continue with the business agenda for the meeting.

Aneel Bhusri
CEO, Workday

Thanks, Mike. It is now 9:09 A.M. The polls are now closed. The next item on the agenda is the preliminary report of the Inspector of Elections. Any votes collected before the polls closed but not reflected in the preliminary report will be reflected in the final report of the inspector. Jim, please present your preliminary report.

James P. Shaughnessy
Senior Vice President, General Counsel and Secretary, Workday

Thank you, Aneel. I've determined that Christa Davies, Mike Stankey, and George Still each have received at least 98% of votes cast for election of Class II directors. Further, I've determined that in excess of 99% of the votes present in person or represented by proxy were cast in favor of the ratification of the appointment of Ernst & Young LLP. I've also determined that in excess of 99% of the votes present in person or represented by proxy were cast in favor of the advisory vote to approve the compensation paid to Workday's named executive officers. Back to you, Aneel.

Aneel Bhusri
CEO, Workday

Thank you, Jim. Based upon Jim's preliminary report as Inspector of Elections, I declare that Christa Davies, Mike Stankey, and George Still are elected as Class II directors to serve for a three-year term expiring at the 2020 Annual Meeting of Stockholders and until their successors are duly elected and qualified. I further declare that the appointment of Ernst & Young LLP as Workday's independent registered public accounting firm for the fiscal year ending January 31st, 2018, is ratified. In addition, I declare that the compensation paid to Workday's named executive officers in the last fiscal year is approved on an advisory basis. This concludes Workday's 2017 Annual Meeting of Stockholders. Thank you for your participation in our annual meeting.

Operator

Thank you for attending Workday's 2017 Annual Meeting. You may now disconnect.