Current Report Filing (8-k)
January 27 2023 - 04:18PM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
Date of Report (date of earliest event reported):
January 26, 2023
WORKDAY, INC.
(Exact name of Registrant as specified in its charter)
Delaware |
|
001-35680 |
|
20-2480422 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.
R. S. Employer
Identification
No.) |
6110 Stoneridge Mall Road
Pleasanton,
California
94588
(Address of principal executive offices)
Registrant’s telephone number, including area code: (925)
951-9000
N/A
(Former name or former address, if changed since last
report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):
¨ |
Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ |
Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
¨ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each
class |
|
Trading
Symbol(s) |
|
Name of each exchange
on which registered |
Class A Common Stock, par value $0.001 |
|
WDAY |
|
The Nasdaq Stock Market LLC
(Nasdaq Global Select
Market)
|
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
¨
Item 5.03 - Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal
On January 26, 2023, in connection with the effectiveness of new
Securities and Exchange Commission (the “SEC”) rules regarding
universal proxy cards, certain recent changes to the Delaware
General Corporation Law (the “DGCL”), and a periodic review of the
bylaws of Workday, Inc. (“Workday”), the Board of Directors of
Workday (the “Board”) approved and adopted Workday’s amended and
restated bylaws (the “Amended and Restated Bylaws”), effective
immediately, to, among other things:
|
· |
update and revise the
advance notice provisions for the nomination of directors or the
proposal of other business at meetings of stockholders, including
requiring additional background information and disclosures
regarding proposing stockholders, proposed nominees and business,
and other persons related to a stockholder’s solicitation of
proxies, such as additional information about the ownership of
securities and material litigation, relationships and interests in
material agreements with or involving Workday or a competitor of
Workday; |
|
· |
address the universal
proxy rules adopted by the SEC by clarifying that no person may
solicit proxies in support of a director nominee other than the
Board’s nominees unless such person has complied with Rule 14a-19
under the Securities Exchange Act of 1934, as amended, including
applicable notice and solicitation requirements; |
|
· |
update the provision
related to the conduct of stockholder meetings, including
clarifying that the presiding person of a stockholder meeting may
set additional attendance or other procedures for meeting attendees
and Rule 14a-18 proponents; |
|
· |
require that any
stockholder directly or indirectly soliciting proxies from other
stockholders use a proxy card color other than white; |
|
· |
address procedural
matters in light of recent amendments to the DGCL, such as
adjournment and lists of stockholders entitled to vote at
stockholder meetings; |
|
· |
add an emergency bylaw
provision to provide clarity and authority to directors and certain
officers during an emergency situation that would otherwise prevent
a quorum of the Board or a committee thereof from being
achieved; |
|
· |
provide clarity
regarding the terms and procedures for Workday’s indemnification of
its directors and officers; |
|
· |
revise the exclusive
forum provision to provide for the Delaware Court of Chancery (or,
absent jurisdiction, the federal district court for the District of
Delaware) as the exclusive forum for certain corporate law-related
claims; and |
|
· |
make various other
conforming, technical, modernizing and clarifying
changes. |
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 |
|
|
104 |
|
Cover
Page Interactive Data File (the cover page XBRL tags are embedded
within the inline XBRL document) |
Signature
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly
authorized.
Dated: January 27, 2023
|
Workday,
Inc. |
|
|
|
/s/ Richard H. Sauer
|
|
Richard H. Sauer |
|
Chief Legal Officer, Head of
Corporate Affairs, and Corporate Secretary |
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