UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 |