Workday Inc.
04/24/2026 | Press release | Distributed by Public on 04/24/2026 14:47
Management Change/Compensation (Form 8-K)
Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On April 20, 2026, the Board of Directors of Workday, Inc. ("Workday") amended and restated the Workday, Inc. Executive Severance and Change in Control Policy (the "Policy"). The purpose of the amendments to the Policy (the "Amendments") is to revise and provide the following benefits in the event of a participant's Non-CIC Qualifying Termination (as defined in the Policy):
•the reduction of the time period for the exclusion of equity awards from the acceleration benefit set forth in the Policy from awards granted within the twelve (12) months immediately prior to the date of the participant's termination to awards granted within the three (3) months immediately prior to the date of the participant's termination; and
•a change to the calculation of the lump sum cash payment provided to the participant in Section (i)(b) or (ii)(b) of the Section entitled Benefits Upon a Non-CIC Qualifying Termination such that:
◦if the termination occurs after the end of the prior fiscal year but before the payout date of the annual bonus for such prior fiscal year, a lump sum bonus equivalent payment for the prior fiscal year, based on an individual performance percentage of 100% and actual achievement of the company's performance goals, minus any portion of the annual bonus paid to the participant for the prior fiscal year; and
◦a lump sum cash payment equivalent to one times the participant's target bonus for the fiscal year in which the participant's termination occurs, pro rata based on the date of the termination, minus any portion of the annual bonus paid to the participant for the prior fiscal year.
Other than the Amendments, the compensation and benefits provided under the Policy are unchanged, and a description of the Policy has been previously included in the Forms 8-K filed by Workday on November 26, 2024, and December 1, 2023.
The above description of the Policy, as amended by the Amendments, does not purport to be complete and is qualified in its entirety by reference to the full text of the Policy, as amended by the Amendments, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
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