Item 5.02 - Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On August 26, 2020, the Board of Directors (the "Board") of Workday, Inc.
(together with its subsidiaries, "Workday") appointed Luciano G. Fernandez as
co-Chief Executive Officer, effective August 27, 2020. Mr. Fernandez will serve
as co-Chief Executive Officer with Aneel Bhusri, Workday's co-founder and
co-Chief Executive Officer, with Robynne Sisco serving as Workday's President
and Chief Financial Officer.
Mr. Fernandez, 51, joined Workday in 2014 as President, EMEA and has served as
co-President since February 2018. Since joining Workday, Mr. Fernandez has
served in various leadership roles within the sales organization, including
Executive Vice President, Global Field Operations from February 2017 to February
2018 and President, EMEA and APJ from February 2016 until February 2017.
In connection with his appointment as co-Chief Executive Officer,
Mr. Fernandez's base salary was increased from 249,700 GBP to 470,000 GBP,
effective as the date of his appointment. His annual target bonus will remain at
100% of his base salary and will be determined under Workday's discretionary
cash bonus plan for key employees. Mr. Fernandez will also receive a grant of
restricted stock units in the amount of $15,000,000 in connection with his
appointment, one-fourth of which will vest on September 15, 2021, and the
balance of which will vest in equal quarterly installments over the following
twelve quarters, assuming continuous service through the applicable vesting
dates.
Other information regarding Mr. Fernandez required by Items 401(b), (d), (e) and
Item 404(a) of Regulation S-K was previously disclosed in Workday's proxy
statement filed with the Securities and Exchange Commission on April 27, 2020.
A copy of the press release announcing Mr. Fernandez's appointment is attached
hereto as Exhibit 99.1. The information in the press release attached hereto
shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to
the liabilities of that section, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act.
Item 5.03 - Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On August 26, 2020, the Board of Directors of Workday amended and restated
Workday's bylaws (the "Amended and Restated Bylaws") to allow for up to two
Chief Executive Officers of Workday under Article IV of the Amended and Restated
Bylaws.
The foregoing summary and description of the provisions of the Amended and
Restated Bylaws does not purport to be complete and is qualified in its entirety
by reference to the full text of the Amended and Restated Bylaws, a copy of
which is filed as Exhibit 3.1 with this Current Report on Form 8-K and is
incorporated herein by reference.
Item 9.01 - Financial Statements and Exhibits
(d) Exhibits
Exhibit
Number Description
3.1 Amended and Restated Bylaws
99.1 Press Release dated August 27, 2020
104 Cover Page Interactive Data File (the cover page XBRL tags are
embedded within the inline XBRL document)
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