WORKDAY INC CLASS A (WDAY)
Sector: Information Technology
2026 Annual Meeting Analysis
WORKDAY INC CLASS A · Meeting: June 16, 2026
Directors FOR
2
Directors AGAINST
2
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Class II Directors
Against Analysis
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.
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
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.
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
✗ AGAINSTCEO
Aneel Bhusri
Total Comp
$18,104,519
Prior Support
N/A
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
✓ FORAuditor
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
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
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.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing