WORKDAY INC CLASS A (WDAY)

Sector: Information Technology

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2026 Annual Meeting Analysis

WORKDAY INC CLASS A · Meeting: June 16, 2026

Policy v1.2high confidenceView Filing ↗
For informational purposes only. This AI-generated analysis applies a published voting policy to publicly available proxy filings. It does not constitute investment advice, proxy voting advice, or a solicitation of any kind. AI analysis may be incomplete or inaccurate — always review the actual filing and make your own independent decision.

Directors FOR

2

Directors AGAINST

2

Say on Pay

AGAINST

Auditor

FOR

Director Elections

Election of Class II Directors

2 FOR/2 AGAINST

Against Analysis

✗ AGAINST
Wayne A.I. Frederick, M.D.3-year TSR trigger: WDAY -30.8% vs peer median +14.6%, gap of -45.4pp exceeds 20pp threshold for negative absolute TSR5-year TSR does not cure: WDAY -45.1% vs peer median -8.8%, gap of -36.3pp exceeds 20pp thresholddirector joined 2022, tenure overlaps full underperformance periodoverboarding: holds 3 current public company board seats (Humana, Insulet, Tempus AI) — below the 4-seat threshold, no overboarding flagattendance: attended 74% of meetings, below 75% policy threshold

Dr. Frederick joined the board in 2022 and his full tenure coincides with severe stock underperformance — Workday's shares fell about 31% over the past three years while the company's peer group gained roughly 15%, a gap of more than 45 percentage points that far exceeds the policy trigger; the five-year record does not provide a mitigating longer-term track record, as the gap remains above threshold; additionally, his meeting attendance of 74% fell just below the 75% minimum required by policy.

✗ AGAINST
George J. Still, Jr.3-year TSR trigger: WDAY -30.8% vs peer median +14.6%, gap of -45.4pp exceeds 20pp threshold for negative absolute TSR5-year TSR does not cure: WDAY -45.1% vs peer median -8.8%, gap of -36.3pp exceeds 20pp thresholddirector joined 2009, tenure fully overlaps underperformance period

Mr. Still has served on Workday's board since 2009 and bears full accountability for the company's sustained underperformance — over the past three years, Workday's stock declined roughly 31% while the peer group gained about 15%, a gap of more than 45 percentage points that exceeds the policy's 20-point trigger for negative absolute returns; checking the five-year window does not rescue the vote, as the five-year gap of approximately 36 percentage points also exceeds the threshold, confirming this is not a transient short-term trough.

For Analysis

✓ FOR
Mark J. Hawkins3-year TSR trigger fires on tenure basis, but director joined 2023 — within 24-month exemption window at time of measurement

Mr. Hawkins joined the board in 2023, which is within the 24-month new-director exemption period; he is therefore exempt from the TSR underperformance trigger, and no other disqualifying factors — overboarding, attendance problems, or independence concerns — are present.

✓ FOR
Rhonda J. Morrisdirector joined 2025 — within 24-month new-director exemption

Ms. Morris joined the board in 2025 and falls squarely within the 24-month new-director exemption from the TSR trigger; she brings relevant human resources and executive leadership experience, no attendance or independence concerns are noted, and she holds no other public company board seats.

Two of the four nominees — Dr. Frederick and Mr. Still — warrant an AGAINST vote because Workday's stock has fallen roughly 31% over three years while its disclosed peer group gained about 15%, a gap of 45 percentage points that triggers the policy's TSR underperformance threshold; the five-year record does not provide relief. Dr. Frederick also missed the 75% meeting attendance threshold. Mr. Hawkins and Ms. Morris are both within the 24-month new-director exemption and receive FOR votes.

Say on Pay

✗ AGAINST

CEO

Aneel Bhusri

Total Comp

$18,104,519

Prior Support

N/A

pay-for-performance misalignment: variable pay above benchmark while 3-year TSR underperforms peer median by 45.4pp (threshold: 20pp for negative absolute TSR)estimated 75% of unaffiliated Class A shareholders voted against Say-on-Pay in 2024 per NYC Comptroller's analysisCEO total compensation of $18.1M at a company whose stock has declined 31% over three years and 45% over five yearsprior year shareholder opposition has been substantial (2022-2025) with limited structural response disclosed

CEO Aneel Bhusri received total compensation of approximately $18.1 million while Workday's stock fell roughly 31% over the past three years — a period during which the company's own disclosed peer group gained about 15% on average, representing a 45-percentage-point gap that far exceeds the policy's 20-point trigger for pay-for-performance misalignment. The NYC Comptroller estimates that approximately 75% of unaffiliated Class A shareholders voted against Say-on-Pay in 2024, and the proxy indicates substantial opposition persisted from 2022 through 2025 without clearly sufficient structural changes to the compensation program in response. Under our policy, above-benchmark incentive pay paired with this degree of sustained TSR underperformance relative to peers warrants a NO vote.

Auditor Ratification

✓ FOR

Auditor

Ernst & Young LLP

Tenure

18 yrs

Audit Fees

$11,128,618

Non-Audit Fees

$2,812,978

Ernst & Young has audited Workday since 2008 (approximately 18 years), which is below the 25-year tenure threshold that would trigger a concern; non-audit fees (audit-related fees of $1,486,008 plus tax fees of $1,326,970 = $2,812,978) represent about 25% of audit fees, well below the 50% threshold; no material restatements were disclosed; and EY is a Big 4 firm appropriate for a company of Workday's size and complexity.

Stockholder Proposals

2 proposals submitted by shareholders

Proposal 6

Stockholder Proposal Regarding Disclosure of Employee Retention Rates by Demographic Category

✗ AGAINST
Filed by:As You Sow, on behalf of Corning 2 E W 5A (S) and Laird Norton Family FoundationIdeological — ProgressiveDisclosure
Board recommends: AGAINST
ideological filer: As You Sow is a well-known progressive ESG advocacy organization whose proposals serve advocacy goals rather than neutral fiduciary interests

As You Sow is a recognized ESG and progressive advocacy organization, not a neutral institutional investor, and under our policy proposals from ideological filers are voted against regardless of how the request is framed, because they serve political or advocacy goals rather than pure shareholder interests. Even setting aside filer identity, the proposal asks Workday to publish employee retention rates broken down by demographic categories — a disclosure that goes beyond what the company currently provides in its Global Impact Report and that the company argues would risk mischaracterizing its skills-based talent strategy; the absence of any prior-year vote history on this proposal means there is no shareholder mandate signal to override the filer-identity determination.

Proposal 7

Stockholder Proposal Regarding Disclosure of Voting Results Based on Share Class

✓ FOR
Filed by:Office of the Comptroller of the City of New York, as custodian and trustee of the New York City Employees' Retirement System, the New York City Teachers' Retirement System, the New York City Police Pension Fund, and the New York City Board of Education Retirement SystemInstitutional PensionDisclosure
Board recommends: AGAINST
credible institutional pension filer (NYC Comptroller)disclosure ask with low bar to supportWorkday has dual-class structure giving co-founders ~70% of total voting powerestimated 75% of unaffiliated Class A shareholders voted against Say-on-Pay in 2024 but aggregate reporting obscures thiscompany opposition is weak — existing disclosures let shareholders calculate but do not directly provide class-by-class vote results

The NYC Comptroller's office — representing four major public pension funds — is a credible institutional fiduciary investor, not an ideological filer, and its ask is a straightforward transparency improvement: simply publish vote results broken down by share class so that ordinary Class A shareholders can see without complex modeling whether fellow unaffiliated investors support or oppose management proposals. Workday's dual-class structure gives the two co-founders roughly 70% of total voting power through Class B shares (10 votes each) that are not publicly traded, meaning aggregate vote totals can show majority support even when the vast majority of independent Class A shareholders are voting against — a real information gap that the company's opposition statement does not credibly close by pointing to ownership disclosure that requires significant additional calculation. The disclosure ask is low-cost, consistent with best practices endorsed by the nonpartisan Council of Institutional Investors, and directly serves the interests of the public shareholders reading this ballot.

Overall Assessment

This ballot presents significant governance concerns at Workday: the stock has fallen roughly 31% over three years while the company's own peer group gained about 15%, triggering AGAINST votes on Say-on-Pay and on two of the four director nominees (long-tenured George Still and attendance-deficient Wayne Frederick) who bear accountability for that underperformance. The most important stockholder proposal — the NYC Comptroller's request for class-by-class vote disclosure — warrants support because Workday's dual-class structure effectively allows the co-founders to pass any proposal over the objections of the vast majority of public Class A shareholders, and disaggregated reporting is a minimal, cost-free step toward transparency.

Filing date: May 5, 2026·Policy v1.2·high confidence

Compensation Peer Group

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