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AGM 2019

Jun 7, 2019

Operator

Welcome to today's 2019 annual stockholders meeting. 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 Co-Founder and Chief Executive Officer. Please go ahead, sir.

Aneel Bhusri
Co-Founder and CEO, Workday

Good morning, and thank you for joining us today for Workday's annual stockholders meeting. 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 of Workday, I'll be residing as the chairman 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 well, 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 now to introduce our directors and other members of Workday management team who are present today. The directors present are Carl Eschenbach, Michael McNamara, and Jerry Yang, our nominees for Class One directors, whom we'll be voting on at today's meetings. Dave Duffield, Christa Davies, Mike Stankey, George Still, Lee Styslinger, and Ann-Marie Campbell, our newest member of the board, are also here. George Skip Battle will not be standing for re-election at this meeting, and I would like to take a brief moment to thank Skip for his many years of service as a director of Workday.

Skip was elected a director of Workday in 2007 and has helped the company become what it is today. The board and I sincerely appreciate everything that Skip has done for Workday, and we wish him all the best. I would now like to introduce Juliana Capotosto, Workday's Deputy General Counsel and Assistant Secretary, who will 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 sessions, as well as Robynne Sisco, our Co-President and CFO, and Chano Fernandez, our Co-President, each of whom is also present at the meeting today. 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 2019 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, Juliana will report on the results of the proxy proposals. As a final housekeeping item, I will turn over to Juliana to review our Q&A guidelines. Juliana?

Juliana Capotosto
Deputy General Counsel and Assistant Secretary, Workday

Thank you, Aneel. A few matters of protocol will help our Q&A process run smoothly. First, as Aneel mentioned, only stockholders or their legal representatives may ask a question or make a comment. Second, questions addressed during the official business portion of the meeting should be relevant to the proposals being voted on. Third, 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. Fourth, out of consideration for others, please limit yourself to two questions or comments. Finally, questions will be answered at the discretion of the meeting chairman based on determinations of relevancy or appropriateness. Back to you, Aneel.

Aneel Bhusri
Co-Founder and CEO, Workday

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

Juliana Capotosto
Deputy General Counsel and Assistant Secretary, Workday

Of course. The board fixed the close of business on April 22nd, 2019, as the record date for this meeting. We have received an affidavit from Broadridge Financial Solutions certifying that beginning on about April 26th, 2019, each stockholder of record and each identifiable beneficial owner as of the record date was mailed the official notice of this meeting, together with the proxy card and Workday's 2019 annual report and proxy statement or instructions about how to access these materials online. On the record date, a total of 160,999,719 shares of Class A common stock, representing one vote per share, and a total of 64,392,241 shares of Class B common stock, representing 10 votes per share, were outstanding. The holders of not less than 215,631,063 shares of common stock are present at today's meeting in person or by proxy.

Approximately 98.36% of the voting power of the outstanding shares is present at the meeting. Accordingly, a quorum is present. Aneel.

Aneel Bhusri
Co-Founder and CEO, Workday

Thank you, Juliana. On the basis of the inspector'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, the election of three Class One directors to the board of directors for the coming year. Carl Eschenbach, Michael McNamara, and Jerry Yang have been nominated as Class One directors to serve for a three-year term expiring at the 2022 annual meeting of stockholders and until their successors are duly elected and qualified. No other nominations for directors received from stockholders within the period required by Workday's bylaws, therefore the nominations are closed. The second order of business is 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, 2020, and our stockholders have been asked to ratify their appointment. The third and final order of business is 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 you have any questions related to the proposals?

Mike Magaro
VP of Investor Relations, Workday

We have not received any questions related to the proposals.

Aneel Bhusri
Co-Founder and CEO, Workday

Thanks, Mike.

Mike Magaro
VP of Investor Relations, Workday

I'll turn it back to you.

Aneel Bhusri
Co-Founder and CEO, Workday

Thanks, Mike. As a reminder, it's 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 poll for the meeting. The polls will remain open during our general Q&A session, which we will turn to next. Mike?

Mike 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 risk, excuse me, risks and uncertainties, including, without limitation, those mentioned in Workday's quarterly report on Form 10-Q for the fiscal quarter ended April 30th, 2019, under the heading Risk Factors, and in our subsequently filed annual, quarterly, and current reports. As a reminder, we'll follow the rules of order for this Q&A session that Juliana reviewed earlier. As there are no questions, our question and answer session is concluded. I will now turn back over to Aneel to continue with the business agenda for the meeting.

Aneel Bhusri
Co-Founder and CEO, Workday

Thanks, Mike. It is now 9:00 A.M. and 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. Juliana, please present your preliminary report.

Juliana Capotosto
Deputy General Counsel and Assistant Secretary, Workday

Thank you, Aneel. I have determined that Carl Eschenbach, Michael McNamara, and Jerry Yang each have received in excess of 96% of the votes cast for election of Class I directors. Further, I have determined that more than 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. Finally, I have determined that more than 98% 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
Co-Founder and CEO, Workday

Thank you, Juliana. Based upon Juliana's preliminary report as Inspector of Elections, I declare that Carl Eschenbach, Michael McNamara, and Jerry Yang are elected as Class I directors to serve for a three-year term expiring at the 2022 Annual Meeting of Stockholders or 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, 2020, is ratified. Lastly, 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 2019 Annual Meeting of Stockholders. Thank you all for your participation in our annual meeting.

Operator

Thank you for attending Workday's 2019 annual meeting. You may now disconnect.