WDAY Workday

Filed: 18 Mar 19, 4:45pm

As filed with the Securities and Exchange Commission on March 18, 2019

RegistrationNo. 333-






Washington, D.C. 20549










(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.)

6110 Stoneridge Mall Road

Pleasanton, California 94588

(Address of Principal Executive Offices) (Zip Code)

2012 Equity Incentive Plan

(Full Title of the Plan)



Robynne D. Sisco

Co-President and Chief Financial Officer

Workday, Inc.

6110 Stoneridge Mall Road

Pleasanton, California 94588

(Name and Address of Agent For Service)


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



Copies to:

David A. Bell, Esq.

Fenwick & West LLP

Silicon Valley Center

801 California Street

Mountain View, California 94041




Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act.


Large accelerated filer   Accelerated filer  
Non-accelerated filer   Smaller reporting company  
   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 7(a)(2)(B) of the Securities Act.  ☐






Title of Securities

To Be Registered



To Be

Registered (1)





Per Share





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

 11,102,603 (2) $184.12 (3) $2,044,211,264.36 (3) $247,758.41 (3)


 11,102,603 N/A $2,044,211,264.36 $247,758.41




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.


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


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 Nasdaq Global Select Market on March 11, 2019.






Pursuant to General Instruction E of FormS-8, Workday, Inc. (the “Registrant”) is filing this Registration Statement with the SEC to register 11,102,603 additional shares of Class A Common Stock under the Registrant’s 2012 Equity Incentive Plan (the “Plan”), pursuant to the provisions of the Plan providing for an automatic increase in the number of shares reserved for issuance under the Plan. This Registration Statement hereby incorporates by reference the contents of the Registrant’s prior registration statements on FormS-8 filed with the Securities and Exchange Commission (the “Commission”) on October 12, 2012 (RegistrationNo. 333-184395), April 2, 2013 (RegistrationNo. 333-187665), March 31, 2014 (RegistrationNo. 333-194934), March 25, 2015 (RegistrationNo. 333-203004), March 22, 2016 (RegistrationNo. 333-210330), March 20, 2017 (RegistrationNo. 333-216834), March 14, 2018 (RegistrationNo. 333-223656), and August 17, 2018 (RegistrationNo. 333-226907). In accordance with the instructional note to Part I of FormS-8 as promulgated by the Commission, the information specified by Part I of FormS-8 has been omitted from this Registration Statement.


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:



the Registrant’s Annual Report on Form10-K for the fiscal year ended January 31, 2019 filed with the Commission on March 18, 2019 pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);



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



the description of the Registrant’s Class A Common Stock contained in the Registrant’s Registration Statement on Form8-A (RegistrationNo. 001-35680) filed with the Commission on September 19, 2017, 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 whichde-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 Form8-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 Description

  Incorporated by Reference  Filed
  Form  File No.  Exhibit  Filing Date
  4.1 Restated Certificate of Incorporation of the Registrant.  10-Q  001-35680  3.1  December 7, 2012  
  4.2 Amended and Restated Bylaws of the Registrant.  8-K  001-35680  3.1  June 5, 2015  
  4.3 Form of Registrant’s Class A common stock certificate.  S-1/A  333-183640  4.1  October 1, 2012  
  4.4 2012 Equity Incentive Plan.  S-8  333-187665  4.4  April 2, 2013  
  4.5 2012 Equity Incentive Plan Forms of Award Agreements, as amended.  10-K  001-35680  10.4  March 18, 2019  
  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 (included on the signature page of this Registration Statement).          X


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 FormS-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 15th day of March, 2019.


Workday, Inc.

By: /s/ Robynne D. Sisco

Robynne D. Sisco


Co-President and Chief Financial Officer


KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officers and directors of Workday, Inc., a Delaware corporation, do hereby constitute and appoint Robynne D. Sisco,Co-President and Chief Financial Officer and Juliana Capata, Deputy General Counsel, and each of them, the lawfulattorneys-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, bothpre-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.







/s/ Aneel Bhusri

Aneel Bhusri

  Chief Executive Officer and Director March 15, 2019
  (Principal Executive Officer) 

/s/ Robynne D. Sisco

  Co-President and Chief Financial Officer March 15, 2019
Robynne D. Sisco  

(Principal Financial Officer and Principal

Accounting Officer)


/s/ A. George Battle

A. George Battle

  Director March 15, 2019

/s/ Christa Davies

Christa Davies

  Director March 15, 2019

/s/ David A. Duffield

David A. Duffield

  Director March 15, 2019

/s/ Carl M. Eschenbach

Carl M. Eschenbach

  Director March 15, 2019

/s/ Michael M. McNamara

Michael M. McNamara

  Director March 15, 2019






/s/ Michael A. Stankey

Michael A. Stankey

  Director March 15, 2019

/s/ George J. Still, Jr.

George J. Still, Jr.

  Director March 15, 2019

/s/ Lee Styslinger III

Lee Styslinger III

  Director March 15, 2019

/s/ Jerry Yang

Jerry Yang

  Director March 15, 2019