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WDAY > SEC Filings for WDAY > Form 8-K on 15-May-2014All Recent SEC Filings

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Form 8-K for WORKDAY, INC.


15-May-2014

Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws


Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 13, 2014, Aneel Bhusri was appointed the sole Chief Executive Officer of Workday, Inc. ("Workday"), David A. Duffield was appointed the Chairman of the Board, and George J. Still, Jr. was appointed the Vice Chairman of the Board. Prior to May 13, 2014, Mr. Duffield and Mr. Bhusri served as co-Chief Executive Officers and Mr. Bhusri served as Chairman of the Board. Mr. Bhusri will remain a director of the Board, Mr. Duffield will remain an executive officer, and Mr. Still will remain Lead Independent Director of the Board. The changes reflect an evolution in the roles that Mr. Duffield and Mr. Bhusri fulfill. Both executives will continue to provide executive leadership to Workday employees and meet with prospects, customers and other key constituencies. Mr. Bhusri focuses on strategy, products, operating results and company-wide execution of our business plans. Mr. Duffield focuses on our Education and Government business, the development and launch of our Student Initiative, and on maintaining and enhancing Workday's culture and values.



Item 5.03 - Amendments to Articles of Incorporation or Bylaws; Change in fiscal Year

On May 13, 2014, the Board of Directors of Workday adopted an amendment (the "Amendment") to the Bylaws of Workday. The Amendment became effective immediately upon its adoption. The Amendment:

amended Section 1.2 of the Bylaws "Special Meetings" to clarify that special meetings of stockholders may be called only by the Chairman of the Board of Directors, the Chief Executive Officer, the Lead Independent Director, the President, or at the direction of the Board of Directors pursuant to a resolution adopted by a majority of the total number of authorized directors of the Board of Directors;

amended Section 1.6 of the Bylaws "Organization" to clarify that meetings of stockholders may be presided over by such person as the Board may designate, or by the Chairman of the Board of Directors, the Chief Executive Officer, the Lead Independent Director, the President, or such person as is chosen by a majority of stockholders;

amended Section 2.1 of the Bylaws "Number; Qualifications" to delete the statement that directors need not be stockholders of Workday;

added Section 2.2 of the Bylaws "Chairman and Vice Chairman of the Board of Directors" to provide that the Board of Directors may appoint a Chairman and Vice Chairman of the Board, and determine their powers and duties in addition to those set forth in the Bylaws. This section also provides that if the Chairman of the Board is not an independent director, the Board will also appoint a Lead Independent Director and determine their powers and duties in addition to those set forth in the Bylaws;

amended Sections 2.4 and 2.5 of the Bylaws "Regular Meetings" and "Special Meetings" to clarify that meetings may be held at such paces, dates and times as determined by the Chairman of the Board of Directors, the Lead Independent Director, the Chief Executive Officer, the Secretary, or by a majority of the Board of Directors;

amended Section 2.8 of the Bylaws "Organization" to clarify that meetings of the Board may be presided over by the Chairman of the Board of Directors, the Lead Independent Director, the Chief Executive Officer, or such person as is chosen by the Board of Directors at the meeting;

amended Section 4.1 of the Bylaws to provide that if the Chairman of the Board is also an employee of Workday, the Chairman of the Board will also be an officer of Workday;

amended Section 4.2 of the Bylaws "Chief Executive Officer" to provide for a singular Chief Executive Officer (various conforming changes made throughout the Bylaws to reflect singular Chief Executive Officer) and to provide that the Chief Executive Officer may also sign share certificates;

amended Section 5.1 of the Bylaws "Certificates" to provide that the Chief Executive Officer may also sign share certificates.



Item 9.01 Financial Statements and Exhibits

(d) Exhibits

3.1 Amended and Restated Bylaws of Workday, Inc. as adopted May 13, 2014.


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