S-8

As filed with the Securities and Exchange Commission on March 22, 2016

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

WORKDAY, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	20-2480422
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

6230 Stoneridge Mall Road

Pleasanton, California 94588

(Address of Principal Executive Offices) (Zip Code)

2012 Equity Incentive Plan

2012 Employee Stock Purchase Plan

(Full Title of the Plans)

Mark S. Peek

Co-President and Chief Financial Officer

Workday, Inc.

6230 Stoneridge Mall Road

Pleasanton, California 94588

(Name and Address of Agent For Service)

(925) 951-9000

(Telephone Number, including area code, of agent for service)

Copies to:

Jeffery R. Vetter, Esq.

Fenwick & West LLP

Silicon Valley Center

801 California Street

Mountain View, California 94041

(650) 988-8500

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨ (Do not check if a smaller reporting company)	Smaller reporting company	¨

CALCULATION OF REGISTRATION FEE

Title of Securities To Be Registered	Amount To Be Registered (1)	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Class A Common Stock, $0.001 par value per share, reserved for issuance pursuant to the 2012 Equity Incentive Plan	9,723,968 (2)	$70.67(3)	$687,144,198.72 (3)	$69,195.42(3)
Class A Common Stock, $0.001 par value per share, reserved for issuance pursuant to the 2012 Employee Stock Purchase Plan	1,944,794 (4)	$60.07(5)	$116,814,537.81(5)	$11,763.22(5)
TOTAL	11,668,762	N/A	$803,958,736.53	$80,958.64

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s Class A Common Stock that become issuable in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of the outstanding shares of the Registrant’s Class A Common Stock.

(2) Represents additional shares reserved for issuance under the 2012 Equity Incentive Plan as of the date of this Registration Statement.

(3) Calculated solely for the purposes of this offering under Rules 457(c) and (h) of the Securities Act on the basis of the average of the high and low prices of the Registrant’s Class A Common Stock as reported on the New York Stock Exchange on March 15, 2016.

(4) Represents additional shares reserved for issuance under the 2012 Employee Stock Purchase Plan as of the date of this Registration Statement.

(5) Calculated solely for the purposes of this offering under Rules 457(c) and (h) of the Securities Act on the basis of the average of the high and low prices of the Registrant’s Class A Common Stock as reported on the New York Stock Exchange on March 15, 2016. In the case of the 2012 Employee Stock Purchase Plan, this price per share is multiplied by 85%, which is the percentage of the price per share applicable to purchases under the 2012 Employee Stock Purchase Plan.

REGISTRATION OF ADDITIONAL SHARES

PURSUANT TO GENERAL INSTRUCTION E

Pursuant to General Instruction E of Form S-8, Workday, Inc. (the “Registrant”) is filing this Registration Statement with the SEC to register 9,723,968 additional shares of Class A Common Stock under the Registrant’s 2012 Equity Incentive Plan and 1,944,794 additional shares of Class A Common Stock under the Registrant’s 2012 Employee Stock Purchase Plan, pursuant to the provisions of those plans providing for an automatic increase in the number of shares reserved for issuance under such plans. This Registration Statement hereby incorporates by reference the contents of the Registrant’s prior registration statements on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on October 12, 2012 (Registration No. 333-184395), April 1, 2013 (Registration No. 333-187665), March 31, 2014 (Registration No. 333-194934) and March 25, 2015 (Registration No. 333-203004). In accordance with the instructional note to Part I of Form S-8 as promulgated by the Commission, the information specified by Part I of Form S-8 has been omitted from this Registration Statement.

II-1

PART II

Information Required in the Registration Statement

Item 3. Incorporation of Documents by Reference.

The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed with the Commission:

(a) the Registrant’s Annual Report on Form 10-K for the fiscal year ended January 31, 2016 filed with the Commission on March 22, 2016 pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);

(b) all other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant’s Annual Report referred to in (a) above; and

(c) the description of the Registrant’s Class A Common Stock contained in the Registrant’s Registration Statement on Form 8-A (Registration No. 001-35680) filed with the Commission on October 3, 2012, including any amendments or reports filed for the purpose of updating such description.

All reports and definitive proxy or information statements filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which de-registers all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of the filing of such documents, except as to documents or information deemed to have been furnished and not filed in accordance with the rules of the Commission. Unless expressly incorporated into this Registration Statement, a report furnished on Form 8-K prior or subsequent to the date hereof shall not be incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement.

Item 8. Exhibits.

Exhibit Number	Exhibit Description	Incorporated by Reference				Filed Herewith
		Form	File No.	Exhibit	Filing Date
4.1	Restated Certificate of Incorporation of the Registrant, as currently in effect.	10-Q	001-35680	3.1	December 7, 2012
4.2	Amended and Restated Bylaws of the Registrant, as currently in effect.	8-K	001-35680	3.1	June 5, 2015
4.3	Specimen of Class A Common Stock Certificate of the Registrant.	S-1/A	333-183640	4.1	October 1, 2012
4.4	2012 Equity Incentive Plan.	S-8	333-187665	4.4	April 1, 2013
4.5	Forms of Award Agreements to the 2012 Equity Incentive Plan	S-1	333-183640	10.3	August 30, 2012
4.6	2012 Employee Stock Purchase Plan	S-8	333-194934	4.6	March 31, 2014
5.1	Opinion and Consent of Fenwick & West LLP.					X
23.1	Consent of independent registered public accounting firm.					X

II-2

Exhibit Number	Exhibit Description	Incorporated by Reference				Filed Herewith
		Form	File No.	Exhibit	Filing Date
23.2	Consent of Fenwick & West LLP (contained in Exhibit 5.1).					X
24.1	Power of Attorney (incorporated by reference to Page II-4 of this Registration Statement).					X

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pleasanton, State of California, on this 22^nd day of March, 2016.

Workday, Inc.
By:	/s/ Mark S. Peek
	Mark S. Peek
	Co-President and Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officers and directors of Workday, Inc., a Delaware corporation, do hereby constitute and appoint Mark S. Peek, Co-President and Chief Financial Officer, Aneel Bhusri, Chief Executive Officer, and James P. Shaughnessy, Senior Vice President, General Counsel and Secretary, and each of them, the lawful attorneys-in-fact and agents with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and any one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms that all said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Aneel Bhusri Aneel Bhusri	Chief Executive Officer	March 22, 2016
	(Principal Executive Officer)
/s/ Mark S. Peek	Co-President and Chief Financial Officer	March 22, 2016
Mark S. Peek	(Principal Financial Officer and Principal Accounting Officer)
/s/ A. George (“Skip”) Battle A. George (“Skip”) Battle	Director	March 22, 2016

II-4

Signature	Title	Date
/s/ Christa Davies Christa Davies	Director	March 22, 2016
/s/ David A. Duffield David A. Duffield	Director	March 22, 2016
/s/ Michael M. McNamara Michael M. McNamara	Director	March 22, 2016
/s/ Michael A. Stankey Michael A. Stankey	Director	March 22, 2016
/s/ George J. Still George J. Still	Director	March 22, 2016
/s/ Jerry Yang Jerry Yang	Director	March 22, 2016

II-5

EXHIBIT INDEX

Exhibit Number		Incorporated by Reference				Filed Herewith
	Exhibit Description	Form	File No.	Exhibit	Filing Date
4.1	Restated Certificate of Incorporation of the Registrant, as currently in effect.	10-Q	001-35680	3.1	December 7, 2012
4.2	Amended and Restated Bylaws of the Registrant, as currently in effect.	8-K	001-35680	3.1	June 5, 2015
4.3	Specimen of Class A Common Stock Certificate of the Registrant.	S-1/A	333-183640	4.1	October 1, 2012
4.4	2012 Equity Incentive Plan.	S-8	333-187665	4.4	April 1, 2013
4.5	Forms of Award Agreements to the 2012 Equity Incentive Plan	S-1	333-183640	10.3	August 30, 2012
4.6	2012 Employee Stock Purchase Plan	S-8	333-194934	4.6	March 31, 2014
5.1	Opinion and Consent of Fenwick & West LLP.					X
23.1	Consent of independent registered public accounting firm.					X
23.2	Consent of Fenwick & West LLP (contained in Exhibit 5.1).					X
24.1	Power of Attorney (incorporated by reference to Page II-4 of this Registration Statement).					X

EX-5.1

EXHIBIT 5.1

[Fenwick & West LLP Letterhead]

March 22, 2016

Workday, Inc.

6230 Stoneridge Mall Road

Pleasanton, California 94588

Gentlemen/Ladies:

At your request, we have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by Workday, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “Commission ”) on or about March 22, 2016 in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 11,668,762 shares of Workday’s Class A Common Stock, $0.001 par value per share (the “Stock”), subject to issuance by Workday (a) stock options and restricted stock units to be granted under Workday’s 2012 Equity Incentive Plan and (b) purchase rights to be granted under Workday’s 2012 Employee Stock Purchase Plan. The plans referred to in clauses (a) through (b) in the preceding sentence are collectively referred to in this letter as the “Plans.” In rendering this opinion, we have examined such matters of fact as we have deemed necessary in order to render the opinion set forth herein, which included examination of the following:

(1) Workday’s Restated Certificate of Incorporation, as filed with the Delaware Secretary of State on October 11, 2013 and certified by the Delaware Secretary of State on March 22, 2016 (the “Restated Certificate”);

(2) Workday’s Amended and Restated Bylaws, certified by Workday’s Secretary on June 4, 2015 (the “ Bylaws ”);

(3) the Registration Statement, together with the Exhibits filed as a part thereof or incorporated therein by reference;

(4) the Plans and related forms of Plan agreements;

(5) the prospectuses prepared in connection with the Registration Statement (the “Prospectuses”);

(6) the following minutes of meetings and actions by written consent of Workday’s Board of Directors (the “Board”) and stockholders at which, or pursuant to which, the Restated Certificate and Bylaws were approved: (i) the minutes of meetings of the Board held on August 28, 2012 and March 8, 2013, at which resolutions were adopted by the Board adopting and approving the Restated Certificate and the Bylaws and (ii) the Action by Written Consent of the stockholders of Workday, dated September 17, 2012, in which resolutions were adopted by the stockholders of Workday adopting and approving the Restated Certificate and the Bylaws;

March 22, 2016

Page 2

(7) the following minutes of meetings and actions by written consent of the Board and stockholders at which, or pursuant to which, the Board and stockholders of Workday adopted and approved the Plans, the reservation of the Stock for sale and issuance pursuant to the Plans and the filing of the Registration Statement: (i) the minutes of meetings of the Board held on August 28, 2012, March 8, 2013, March 24, 2015 at which resolutions were adopted by the Board, (ii) the Actions by the Board by Unanimous Written Consent dated April 1, 2013, March 28, 2014, March 30, 2014 and March 22, 2016 in which resolutions were adopted by the Board, (iii) the Action by Written Consent of the stockholders of Workday, dated September 17, 2012, in which resolutions were adopted by the stockholders of Workday, and (iv) the Annual Meeting of the stockholders on May 23, 2013, at which resolutions were adopted by the stockholders of Workday;

(8) the stock records that Workday has provided to us (consisting of a certificate from Workday’s transfer agent verifying the number of Workday’s issued and outstanding shares of capital stock as of February 29, 2016 and a statement prepared by Workday as to the number of issued and outstanding options, warrants and rights to purchase shares of Workday’s capital stock and any additional shares of capital stock reserved for future issuance in connection with Workday’s stock option and stock purchase plans and all other plans, agreements or rights as of February 29, 2016);

(9) a Certificate of Good Standing issued by the Secretary of State of the State of Delaware dated March 22, 2016 (the “Certificate of Good Standing”); and

(10) an Opinion Certificate addressed to us and dated of even date herewith executed by Workday containing certain factual representations (the “Opinion Certificate”).

In our examination of documents for purposes of this opinion, we have assumed, and express no opinion as to, the genuineness of all signatures on original documents, the authenticity and completeness of all documents submitted to us as originals, the conformity to originals and completeness of all documents submitted to us as copies, the legal capacity of all persons or entities executing the same, the lack of any undisclosed termination, modification, waiver or amendment to any document reviewed by us and the due authorization, execution and delivery of all documents where due authorization, execution and delivery are prerequisites to the effectiveness thereof. We have also assumed that the certificates representing the Stock will be, when issued, properly signed by authorized officers of Workday or their agents.

As to matters of fact relevant to this opinion, we have relied solely upon our examination of the documents referred to above and have assumed the current accuracy and completeness of the information obtained from the documents referred to above and the representations and warranties made by representatives of Workday to us, including but not limited to those set forth in the Opinion Certificate. We have made no independent investigation or other attempt to verify the accuracy of any of such information or to determine the existence or non-existence of any other factual matters.

March 22, 2016

Page 3

We render this opinion only with respect to, and express no opinion herein concerning the application or effect of the laws of any jurisdiction other than, the existing laws of the United States of America, of the State of California and of the Delaware General Corporation Law, the Delaware Constitution and reported judicial decisions relating thereto.

With respect to our opinion expressed in paragraph (1) below as to the valid existence and good standing of Workday under the laws of the State of Delaware, we have relied solely upon the Certificate of Good Standing and representations made to us by Workday.

In accordance with Section 95 of the American Law Institute’s Restatement (Third) of the Law Governing Lawyers (2000), this opinion letter is to be interpreted in accordance with customary practices of lawyers rendering opinions in connection with the filing of a registration statement of the type described herein.

Based upon the foregoing, it is our opinion that:

(1) Workday is a corporation validly existing, in good standing, under the laws of the State of Delaware; and

(2) The 11,668,762 shares of Stock that may be issued and sold by Workday in connection with (a) stock options or restricted stock units to be granted under Workday’s 2012 Equity Incentive Plan and (b) purchase rights to be granted under Workday’s 2012 Employee Stock Purchase Plan, when issued, sold and delivered in accordance with the applicable Plan and purchase agreements to be entered into thereunder and in the manner and for the consideration stated in the Registration Statement and the relevant Prospectus, will be validly issued, fully paid and nonassessable.

We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us, if any, in the Registration Statement, the Prospectus constituting a part thereof and any amendments thereto.

This opinion is intended solely for use in connection with issuance and sale of shares subject to the Registration Statement and is not to be relied upon for any other purpose. This opinion is rendered as of the date first written above and based solely on our understanding of facts in existence as of such date after the aforementioned examination. We assume no obligation to advise you of any fact, circumstance, event or change in the law or the facts that may hereafter be brought to our attention whether or not such occurrence would affect or modify the opinions expressed herein.

Very truly yours,

FENWICK & WEST LLP

By: /s/ Fenwick & West LLP

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2012 Equity Incentive Plan and 2012 Employee Stock Purchase Plan of Workday, Inc. of our reports dated March 22, 2016, with respect to the consolidated financial statements of Workday, Inc. and the effectiveness of internal control over financial reporting of Workday, Inc. included in its Annual Report (Form 10-K) for the year ended January 31, 2016, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

San Francisco, CA

March 22, 2016