Workday, Inc. Announces Amendment to Executive Severance and Change in Control Policy

Workday, Inc. (NASDAQ: WDAY) has filed an 8-K report dated April 24, 2026, announcing a significant amendment and restatement of its Executive Severance and Change in Control Policy, effective April 20, 2026. The Board of Directors approved these changes, which are designed to revise and clarify the benefits provided to executives and other designated employees in the event of qualifying terminations, both outside and during a Change in Control (“CIC”) scenario.

Key Points of the Announcement

• Policy Amendment Date: The Executive Severance and Change in Control Policy was most recently amended on April 20, 2026.
• Scope: The Policy applies to Section 16 Officers (executive officers for purposes of the Exchange Act), other Executive Vice Presidents, and certain designated employees as determined by the Board or Compensation Committee.

Details of Severance Benefits

1. Benefits Upon Non-CIC Qualifying Termination

A Non-CIC Qualifying Termination is defined as an involuntary termination of employment (other than for “Cause,” death, or disability) occurring outside of a Change in Control period. Upon such termination, and contingent upon the participant’s execution and non-revocation of a release within 60 days, executives are entitled to receive:

• If the participant was serving as CEO immediately prior to the termination:
  • A lump sum cash payment, which may include a bonus equivalent payment for the prior fiscal year if the termination occurs after the year-end but before the bonus payout date, calculated at 100% of the individual performance percentage and actual achievement.
• Other designated employees may receive benefits as determined by the policy and board discretion.

2. Benefits Upon CIC Qualifying Termination

A CIC Qualifying Termination occurs in connection with a Change in Control event and includes involuntary terminations or resignations for “Good Reason.” Upon such termination, and with the execution and non-revocation of a release within 60 days, participants receive:

• If the participant was serving as CEO immediately prior to the Change in Control:
  • A lump sum cash payment equal to two times the CEO’s annual base salary (using the higher of the salary immediately prior to the CIC or immediately prior to any reduction in salary that would trigger Good Reason), less applicable taxes.
  • Additional bonus and equity acceleration benefits may be provided as specified in the policy.

Definition of Change in Control

A Change in Control is triggered by any of the following events:

• A person (other than Workday’s founders or their estate planning vehicles) becomes the beneficial owner of 50% or more of Workday’s voting securities.
• The sale or disposition of all or substantially all of Workday’s assets.
• The consummation of a merger or consolidation where Workday’s voting securities do not continue to represent at least a majority of the surviving entity.

Other Severance Arrangements

Participants are entitled to receive the greater of:

• (a) the total payments, equity acceleration, and benefits provided under this Policy, or
• (b) the total payments, equity acceleration, and benefits under any pre-existing arrangements entered into prior to the effective date of this Policy.

The value of these benefits will be calculated and determined by Workday at its discretion.

Potential Shareholder Impact

• Material Change to Executive Compensation: The revised policy could increase severance liabilities, especially in a Change in Control scenario, potentially affecting future cash flows and shareholder equity.
• Change in Control Protections: Enhanced protections for executives may influence shareholder perceptions regarding takeover defenses and executive retention.
• Price Sensitivity: Amendments to severance and CIC benefits are often considered price-sensitive, as they may affect acquisition attractiveness and costs, and could be viewed as either positive (executive stability) or negative (potentially higher costs in a takeover).

Additional Information

The full text of the amended policy is available as Exhibit 10.1 to the Form 8-K and is incorporated by reference.

Corporate Signature

The report was signed by Richard H. Sauer, Chief Legal Officer, Head of Corporate Affairs, and Corporate Secretary of Workday, Inc.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should review the complete SEC filing and consult with their financial advisors before making any investment decisions. The information herein is based on public filings as of April 24, 2026.

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