Workday, Inc. | Disclose voting results based on share class at Workday, Inc.

Status
Filed
AGM date
Previous AGM date
Proposal number
7
Resolution details
Company ticker
WDAY
Resolution ask
Report on or disclose
ESG theme
  • Governance
ESG sub-theme
  • Shareholder rights
Filer type
Shareholder
Company sector
Technology
Company HQ country
United States
Resolved clause
Shareholders request that Workday, Inc. (“Workday”) disclose the voting results on matters subject to a shareholder vote according to the class of shares, specifically differentiating between shares carrying one vote per share and those carrying multiple votes per share, beginning with Workday’s 2026 annual meeting.
Supporting statement
Workday maintains a dual-class structure for its common stock. Its Class B common stock carries ten votes per share while its Class A common stock carries one vote per share.5 Currently, voting results are disclosed by Workday without any distinction by share class. It is important for results to be disclosed separately by share class to determine whether the concerns of each type of stockholder are aligned and communicated appropriately to the Board. Due to this share structure, a small group controls Workday’s voting rights. As of April 2025, co-founders David Duffield and Aneel Bhusri and their affiliates owned about 99% of the Class B common stock, giving them approximately 70% of the total voting power.6 Workday affirms that this outsized voting power gives the co-founders the ability “to control the outcome of matters submitted to our stockholders for approval, including the election of directors and any merger, consolidation, or sale of all or substantially all of our assets.”7 The co-founders’ control is expected to remain until at least October 2032, or until other specified conditions are met.8 As Workday affirms, this outsized influence “will limit or preclude the ability of non-affiliates to influence corporate matters for the foreseeable future.9 Because Class B stockholders can determine voting outcomes, aggregate reporting may mask substantial opposition from unaffiliated stockholders, [sic] Although Workday’s aggregated vote disclosure indicates majority shareholder support, investors must perform detailed modeling to approximate independent shareholder sentiment. Based on our analysis, we estimate that 75% of unaffiliated shareholders voted against Say-on-Pay in 2024 — in fact, a substantial majority voted against this proposal from 2022 through 2025, and against the 2022 equity plan. These estimates highlight why Workday should disclose vote results by class. Investors should not be required to devote specialized staff and repeated modeling simply to understand whether independent shareholders support or oppose management. Disaggregated vote reporting would allow Class A stockholders — and the Board — to assess whether the Board is responsive to the majority of unaffiliated shareholders without the need to perform complex, resource-intensive analysis. The nonpartisan Council of Institutional Investors includes class-based vote disclosure as a best practice, and companies such as Duluth Holdings Inc. and Salem Media Group already provide it. Workday should adopt this straightforward governance practice as it would benefit both unaffiliated investors and the Board. Vote FOR this proposal. ​ 5 https://www.sec.gov/Archives/edgar/data/1327811/000132781125000056/wday-20250131.htm ​ 6 https://www.sec.gov/Archives/edgar/data/1327811/000110465925038009/tm2428649-2_def14a.htm#tSOOC; co-founders also own a portion of Class A stock. ​ 7 https:/www.sec.gov/Archives/edgar/data/1327811/000132781125000056/wday-20250131.htm ​ 8 Ibid. ​ 9 Ibid.

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