2013 Annual Stockholder Meeting Conference Call
May 23, 2013 12:00 pm ET
George Still – Norwest Venture Partners, Managing Partner
Jim Shaughnessy – Senior Vice President, Operations and Services
Good morning, ladies and gentlemen. Welcome to Workday’s Annual Stockholders Meeting. It is now 9:00 am and the meeting will now come to order. My name George Still and as Lead Independent Director of Workday’s Board I will be presiding over the meeting.
The printed program, which was on your chair when you came in, set forth today’s agenda and the procedures we will follow. I would like to begin by introducing our Directors, who are present today. As I call your name, please stand: Dave Duffield, Skip Battle, Christa Davies and Mike McNamara, who is stuck in traffic. Skip Battle and Mike McNamara are our nominees for Class 1 Directors, we will be voting on at today’s meeting.
I would like to introduce Jim Shaughnessy, our General Counsel and Secretary, who will be acting as our Independent Inspector of Elections and tabulating the voting results. Several other members of our executive team are also here today including Mike Stankey, our President and Chief Operating Officer; Mark Peek, our Chief Financial Officer; Christine Cefalo, our Vice President of Communications; and Mike Haase, our Vice President of Investor Relations. In addition, Andrew Cotton has joined us from Ernst & Young, Workday’s independent auditors.
This morning our program will proceed as follows. First, I will conduct the official business of the 2013 Annual Meeting. During this time, please limit any questions or comments you may have to those which relate to the formal business at hand. Following that I will open the meeting to a general question-and-answer session. We will now proceed to the official business portion of this meeting. Jim, would you please report on the notice of the meeting and the quorum determination.
Thank you, George. The board fixed March 25, 2013 as the record day of this meeting. We’ve received affidavit from Broadridge Financial Solutions Inc., certifying that beginning on April 2, 2013 each stockholder of record and each identifiable beneficial owner as of the record date was mailed the official notice of this meeting, together with a proxy card and Workday’s 2013 annual report proxy statement or instructions about how to access these materials online.
On the record date, a total of 37,654,209 shares of Class A common stock representing one vote per share and a total of 128,929,690 shares of Class B common stock representing 10 votes per share were outstanding. The holders of not less than 149,076,922 shares of common stock are present at today’s meeting in person or by proxy. Approximately 91.38% of the voting power (inaudible) is present at the meeting. Accordingly, a quorum is present.
Thank you, Jim. On the basis of Jim’s detailed report, the meeting is duly convened. The polls for each matter voted on at this meeting will open when the all the proposals have been presented and we will close when balloting is complete.
The first matter to be voted upon is the election of two Class 1 Directors to the Board of Directors for the coming year. Skip Battle and Mike McNamara have been nominated as Class 1 Directors to serve for a three year term, expiring at the 2016 Annual Meeting of the Stockholders and until their successors are duly elected and qualified. No other nominations for Directors were received from stockholders within the period required by Workday’s bylaws. Therefore, the nominations are closed.
The second order of business concerns the ratification of Workday’s independent auditors. The Board of Directors has appointed Ernst & Young as Workday’s independent auditors for the fiscal year ending January 31, 2014 and our stockholders have been asked to ratify their appointment.
The third order of business concerns the re-approval of Workday’s 2012 equity incentive plan for the purposes of 162(m) of the Internal Revenue Code. We are required to obtain re-approval of the plan to retain deductibility under section 162(m) of the Internal Revenue Code for compensation paid to covered executives under the plan.
Is there any discussion on any of the proposals? If not, we will now proceed to vote on the previously discussed motions. It is now seven minutes passed 9:00 and the polls are now open. It is not necessary for you to vote by ballot, if you have already sent in your completed proxy card voted online or by telephone unless you wish to change your vote or unless you have not yet voted and wish to do so now. If you would like to vote by ballot, please raise your hand and a ballot will be provided for you.
Please complete and sign the ballot and raise your hand and an attendant will collect it from you, as everyone who wishes to vote by ballot done so. If so, it is now 11 minutes passed 9 o'clock and the polls are now closed.
The next item on the agenda is the preliminary report of the Inspector of Elections. Any ballots collected before the polls closed but not reflected in the preliminary report will be reflected in the final report of the Inspector. Jim, please present your preliminary report.
Thank you, George. I determined that Skip Battle and Mike McNamara each have received in excess of 99% of the votes cast for election of Class 1 Directors. I’ve also determined that in excess of 99% of the votes present in person or represented by proxy were cast in favor of ratification of the appointment of Ernst & Young. Finally, I have determined that in excess of 97% of the votes present in person or represented by a proxy were cast in favor of the re-approval of Workday’s 2012 equity incentive plan for the purposes of Section 162(m) of the Internal Revenue Code.
Thank you, Jim. Based upon Jim’s preliminary report as Inspector of Elections, I declare that Skip Battle and Mike McNamara are elected as Class 1 Directors to serve for a three year term expiring at the 2016 Annual Meeting of Stockholders and until their successors are duly elected and qualified. I further declare that the appointment of Ernst & Young as Workday’s independent registered public accounting firm for the fiscal year ending January 31, 2014 is ratified and that the re-approval of Workday’s 2012 equity incentive plan for the purposes of 162(m) of the Internal Revenue Code is approved. The formal portion of this meeting is now concluded. Before we turn to any questions or comments from our stockholders, Jim will you briefly review the rules governing the questions-and-answer session.
Thank you, George. A few matters of protocol will help our Q&A process run smoothly. First, only stockholders or their legal representatives may ask question or make a comment. Second, if you wish to ask a question, please go to the microphone in the centre isle and wait to be recognized by the Chairman. Third, the Chairman may rule out as not of the order, stockholder proposals has not be the advance notice provisions of Workday’s bylaws and proposals that are inappropriate for stockholder action. Four, please limit your questions or comments to two and your time at the microphone to three minutes or less. Five, any person who is disorderly will be instructed to leave the meeting.
Before we begin, I would also like to make a brief statement regarding forward-looking statements. This question and answer session may include various progressions and forward-looking statements about Workday. These forward-looking statements involve risks and uncertainties that could cause actual events or results to differ materially from those in the forward-looking statements. We encourage you to read our periodic reports and filings with the SEC for descriptions of potential risks and uncertainties including without limitation those mentioned in Workday’s annual report on Form 10-K for the fiscal year ended January 31, 2013, under the heading Risk Factors.
Thank you, Jim. We may now commence the question-and-answer. Does anyone have any questions? Since there are no further questions, our question-and-answer is now concluded. Thank you for your participation in our Annual Meeting. Good morning.
[No Q&A session for this event]
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