Welcome to Workday's 2025 Annual Stockholders Meeting. This meeting is being presented live and is being recorded for future playback. With that, I will hand it over to Carl Eschenbach, Workday's Chief Executive Officer and member of the Board of Directors.
Good morning, and thank you for joining us today for Workday's Annual Stockholders Meeting. It's 9:00 A.M., and the meeting will now come to order. My name is Carl Eschenbach, and I will be presiding as the chair 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 also submit questions and vote their shares online via the Annual Meeting portal before the polls close. Stockholders who would like to ask a question may do so by typing and submitting questions online where indicated in the Annual Meeting portal. Stockholders who would like to vote can do so on the portal as well where indicated for voting.
As a reminder, only our stockholders, as of the record date of April 7, 2025, 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 the Workday management team who are present on today's call. The directors on the call are Michael McNamara, Michael Speiser, and Jerry Yang, who, along with myself, Carl Eschenbach, are the four nominees for Class 1 directors whom we'll be voting on at this meeting today. Aneel Bhusri, our Co-Founder and Executive Chair ; Tom Bogan, Elizabeth Centoni, Lynne Doughtie, Dr. Wayne Frederick, Mark Hawkins, Rhonda Morris, and George Still.
Also present on today's call are Zane Rowe, our Chief Financial Officer, Rich Sauer, our Chief Legal Officer, Head of Corporate Affairs and Secretary, Justin Furby, Vice President of Investor Relations, and Juliana Capata , Workday's Deputy General Counsel and Assistant Secretary, who will be acting as our lead inspector of elections and tabulating the voting results. In addition, Paula Martin has joined 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 2025 Annual Meeting, including reviewing the proxy proposal before our stakeholders—I'm sorry, our stockholders—that were set forth in our Notice of Annual Meeting and Proxy Statement dated April 23, 2025. During this time, we will address any questions or comments that 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 voting. At this time, I will turn it over to Juliana to review our Q&A guidelines. Juliana?
Thank you, Carl. A few matters of protocol will help our Q&A process run smoothly. First, as Carl 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 chair 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 chair based on determinations of relevancy or appropriateness and as time permits.
We will now proceed to the official business portion of this meeting. Juliana, will you please report on the Notice of the Meeting and the quorum determination?
The board fixed the close of business on April 7, 2025, as the record date for this meeting. We have received an affidavit from Broadridge Financial Solutions certifying that, beginning on or about April 23, 2025, 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 2025 Annual Report and Proxy Statement, or instructions about how to access these materials online. On the record date, a total of 216,635,333 shares of Class A common stock, representing one vote per share, and a total of 50,846,930 shares of Class B common stock, representing 10 votes per share, were outstanding. The holders of not less than 248,245,873 shares of common stock are present at today's meeting in person or by proxy.
Approximately 97.18% of the voting power of the outstanding shares is present at the meeting. Accordingly, a quorum is present.
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 is the election of four Class 1 directors to the Board of Directors. Michael McNamara, Michael Speiser, Jerry Yang, and myself, Carl Eschenbach, have been nominated as Class 1 directors to serve for a three-year term expiring at the 2028 Annual Meeting of Stockholders and until his successor is duly elected and qualified. No other nominations for director were received from stockholders within the period required by Workday's bylaws. Therefore, the nominations are closed. The Board of Directors recommends a vote for Proposal Number One to elect each of the four nominees as the Class 1 directors.
The second order of business is the ratification of the appointment of Workday's independent registered public accounting firm. The Board of Directors has appointed Ernst & Young LLP as Workday's independent registered public accounting firm for the fiscal year ending January 31, 2026, and our stockholders have been asked to ratify their appointment. The Board of Directors recommends a vote for Proposal Number Two to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2026. The third 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, as described in the proxy statement, including the compensation discussion and analysis section, compensation tables, and narrative disclosures.
The Board of Directors recommends a vote for Proposal Number Three to approve on an advisory basis the compensation paid to Workday's named executive officers. We will now pause for a brief moment for voting and to determine whether any questions related to the proxy proposals at hand have been submitted via the Annual Meeting portal. Justin, do we have any questions related to the proposals?
Thanks, Carl. We have received a question relating to the proposals. George Still, I'm going to ask that you address this question. The question is, how does the Compensation Committee use the compensation actually paid total compensation figures from the PVP table as part of its calculation of the CEO target total compensation award for the upcoming year?
Sure. Thank you for the question. Our Compensation Committee utilizes a variety of inputs in determining the CEO compensation, including the metrics reflected in the PVP table, as well as company and individual performance factors and peer data.
Thanks, George. I do not see any further questions. As we have no further questions related to the proposals, I'll turn it back to you, Carl.
Thanks, Justin. 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'd like to vote now may do so online by submitting your vote where indicated in the Annual Meeting portal. The polls will remain open during our general Q&A session, which we will turn to next. Justin?
Thank you, Carl. Before we get started, we want to emphasize that this question-and-answer session may include forward-looking statements about our business, operations, results, and other matters. These forward-looking statements are subject to risks, uncertainties, assumptions, and changes in circumstances 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 discussion of these potential risks, uncertainties, and potential changes in circumstances, including without limitation, those mentioned in Workday's quarterly report on Form 10-Q for the fiscal quarter ended April 30, 2025, under the heading Risk Factors and in our most recent annual and current reports. As a reminder, we will follow the rules of order for this Q&A session that Juliana reviewed earlier.
We will now pause for a brief moment to determine whether any questions have been submitted via the Annual Meeting portal. As there are no questions, our question-and-answer session is concluded. I will now turn it back over to Carl to continue with the business agenda for the meeting.
Thank you, Justin. It is now 9:12 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 poll close but not reflected in the preliminary report will be reflected in the final report of the inspector, which will be filed with the SEC on a Form 8-K within four business days. Juliana, please present your preliminary report.
Thank you, Carl. I have determined that Carl Eschenbach, Michael McNamara, Michael Speiser, and Jerry Yang each have received affirmative votes in excess of 87% of the votes cast for election of each of the Class 1 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. Lastly, I've determined that more than 86% 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, Carl.
Thank you, Juliana. Based on Juliana's preliminary report as inspector of elections, I declare that Michael McNamara, Michael Speiser, Jerry Yang, and myself, Carl Eschenbach, are elected as Class 1 directors to serve for a three-year term expiring at the end of the 2028 Annual Meeting of Stockholders or until a successor is 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 31, 2026, is ratified. Finally, I declare the compensation paid to Workday's named executive officers in the last fiscal year is approved on an advisory basis. This concludes Workday's 2025 Annual Meeting of Stockholders. Thank you for your participation in our Annual Meeting.
Thank you for attending Workday's 2025 Annual Meeting. You may now disconnect.