Form 8-K - Current report

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): December 3, 2024

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 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On December 3, 2024, the Board of Directors (the “Board”) of Workday, Inc. (“Workday”) appointed Elizabeth Centoni as a Class III director, the class of directors that will next stand for election at Workday’s 2027 Annual Meeting of Stockholders. The Board has determined that Ms. Centoni is independent in accordance with the applicable rules of the Nasdaq Stock Market. Ms. Centoni has served as Executive Vice President and Chief Customer Experience Officer of Cisco, Inc. (“Cisco”) since March 2024. Prior to that, she served as Executive Vice President, Chief Strategy Officer, and GM of Applications of Cisco from March 2020 to March 2024, and as Senior Vice President and General Manager of Computing Systems from March 2018 to March 2020. Prior to that, Ms. Centoni has held senior engineering leadership roles of increasing responsibility at Cisco since 2000. She has served on the Supervisory Board of Mercedes-Benz AG since April 2021. Ms. Centoni received a bachelor’s degree in chemistry from the University of Mumbai and a master’s degree in business administration from the University of San Francisco. She brings to the Board extensive strategic, operational, and customer success experience in the technology industry and expertise in artificial intelligence and machine learning technologies.

In connection with her election to the Board, Ms. Centoni will receive a one-time grant of restricted stock units (“RSUs”) in the amount of $750,000, one-fourth of which will vest on December 5, 2025, and the balance of which will vest in equal quarterly installments over the following twelve quarters, assuming continuous service through the applicable vesting dates. Workday entered into its standard form of indemnification agreement with Ms. Centoni. Ms. Centoni has not yet been named to serve on any committee of the Board and there are no arrangements or understandings between Ms. Centoni and any other persons pursuant to which she was elected as a director. Cisco is a customer of Workday and made payments to Workday of approximately $13.1 million in the fiscal year ended January 31, 2024, and approximately $10.1 million in the nine months ended October 31, 2024. These transactions were based on arms-length agreements entered into in the ordinary course of business.

A copy of the press release announcing Ms. Centoni’s appointment is attached hereto as Exhibit 99.1. The information in the press release attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01 – Financial Statements and Exhibits

(d) Exhibits


Exhibit Number						Description
99.1						Press release dated December 3 , 2024
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: December 3, 2024


			Workday, Inc.
			/s/ Richard H. Sauer
			Richard H. Sauer
			Chief Legal Officer, Head of Corporate Affairs, and Corporate Secretary

Exhibit 99.1

Workday Appoints Liz Centoni to its Board of Directors

Centoni, EVP and Chief Customer Experience Officer at Cisco, Brings Proven Expertise in Elevating Customer Success

PLEASANTON, CA – Dec. 3, 2024 – Workday, Inc. (NASDAQ: WDAY), a leading provider of solutions to help organizations manage their people and money, today announced the election of Liz Centoni, executive vice president and chief customer experience officer at Cisco, to its board of directors.

Centoni is a seasoned leader who has a passion for leveraging technology to drive customer success and deliver unparalleled experiences. Throughout her career, Centoni has been spearheading initiatives that have significantly enhanced customer satisfaction and loyalty.

“Liz’s passion for championing customer success aligns perfectly with our unwavering commitment to delivering exceptional customer experiences, making her an ideal addition to our Board,” said Carl Eschenbach, CEO, Workday. “Her expertise will be instrumental in ensuring that we continue to exceed customer expectations as we innovate and grow.”

Centoni has held a range of senior engineering and strategy roles during her 24 years at Cisco. In 2024, she led the company’s $28 billion acquisition of Splunk, positioning Cisco at the forefront of the AI revolution. Centoni was also instrumental in developing Cisco’s responsible AI framework, and has advocated for equity in tech at events including World Economic Forum’s Annual Meeting. She is an active mentor and sponsor of underrepresented groups, including serving as Cisco’s global executive sponsor for the Women in Science and Engineering (WISE) program.

“Joining Workday’s board is an exciting opportunity to collaborate with a company that shares my passion for empowering people and organizations through innovative technology and AI,” said Liz Centoni, executive vice president and chief customer experience officer, Cisco. “I'm eager to leverage my experience to further strengthen Workday’s customer-centric approach and contribute to its continued growth.”

Centoni’s appointment is effective as of today.

About Workday

Workday is a leading enterprise platform that helps organizations manage their most important assets – their people and money. The Workday platform is built with AI at the core to help customers elevate people, supercharge work, and move their business forever forward. Workday is used by more than 10,500 organizations around the world and across industries – from medium-sized businesses to more than 60% of the Fortune 500. For more information about Workday, visit workday.com.

© 2024 Workday, Inc. All rights reserved. Workday and the Workday logo are registered trademarks of Workday, Inc. All other brand and product names are trademarks or registered trademarks of their respective holders.

Forward-Looking Statements

This press release contains forward-looking statements including, among other things, statements regarding Workday’s plans, beliefs, and expectations. These forward-looking statements are based only on currently available information and our current beliefs, expectations, and assumptions. Because forward-looking statements relate to the future, they are subject to inherent risks, uncertainties, assumptions, and changes in circumstances that are difficult to predict and many of which are outside of our control. If the risks materialize, assumptions prove incorrect, or we experience unexpected changes in circumstances, actual results could differ materially from the results implied by these forward-looking statements, and therefore you should not rely on any forward-looking statements. Risks include, but are not limited to, risks described in our filings with the Securities and Exchange Commission (“SEC”), including our most recent report on Form 10-Q or Form 10-K and other reports that we have filed and will file with the SEC from time to time, which could cause actual results to vary from expectations. Workday assumes no obligation to, and does not currently intend to, update any such forward-looking statements after the date of this release, except as required by law.

Any unreleased services, features, or functions referenced in this document, our website, or other press releases or public statements that are not currently available are subject to change at Workday’s discretion and may not be delivered as planned or at all. Customers who purchase Workday services should make their purchase decisions based upon services, features, and functions that are currently available.

SOURCE Workday, Inc.

For further information:

Investor Relations Contact: ir@workday.com

Media Contact: media@workday.com

Document and Entity Information	Dec. 03, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Dec. 03, 2024
Entity Registrant Name	WORKDAY, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-35680
Entity Tax Identification Number	20-2480422
Entity Address, Address Line One	6110 Stoneridge Mall Road
Entity Address, City or Town	Pleasanton
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94588
City Area Code	925
Local Phone Number	951-9000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock, par value $0.001
Trading Symbol	WDAY
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001327811
Amendment Flag	false