Workday Inc.
04/25/2024 | Press release | Distributed by Public on 04/25/2024 14:06
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 22, 2024, Ann-Marie Campbell notified Workday, Inc. ("Workday") that she has decided not to stand for re-election to Workday's Board of Directors (the "Board") at Workday's 2024 Annual Meeting of Stockholders (the "Annual Meeting") and that she will resign effective as of the start of the Annual Meeting (the "Effective Time"). Ms. Campbell will continue to serve on the Board until the Effective Time. Ms. Campbell's decision to resign was not the result of any disagreement with management or the Board, or related to Workday's operations, policies, or practices.
On April 24, 2024, the Board completed a process to reclassify the membership of the Board's three director classes into three classes of as equal size as possible. In order to achieve an equal apportionment of membership among the Board's three classes of directors, the Board determined that one of its members should be reclassified from Class I (with a term expiring at Workday's 2025 Annual Meeting of Stockholders) to Class III (with a term expiring at the 2024 Annual Meeting). Accordingly, effective April 24, 2024, Lynne Doughtie resigned from her position as a Class I director, subject to and conditioned upon her simultaneous reappointment as a Class III director. The Board accepted Ms. Doughtie's resignation and simultaneously reappointed her as a Class III director. The resignation and reappointment of Ms. Doughtie was effected solely for the purpose of reclassifying the members of the Board into three classes of as equal size as possible, and for all other purposes, Ms. Doughtie's service on the Board is deemed to have continued uninterrupted. There were no changes to Ms. Doughtie's committee assignments as a result of the resignation as a Class I director and reappointment as a Class III director.