Workday amends bylaws for universal proxy rules, DGCL changes, and other updates

Workday, Inc.

Updated advance notice provisions for director nominations and stockholder proposals, requiring additional background and disclosure.
Clarified universal proxy rules: no solicitation for non-Board nominees unless Rule 14a-19 is complied with.
Revised exclusive forum provision to designate Delaware Court of Chancery (or federal district court) for corporate law claims.
Added emergency bylaw provision for director quorum and authority during crises preventing normal meetings.

Key facts

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Workday, Inc.: Amended and restated bylaws effective immediately, updating advance notice provisions, universal proxy rules, stockholder meeting conduct, proxy card color, DGCL procedural matters, emergency bylaws, indemnification terms, and exclusive forum provision (effective 2023-01-26).

Change: bylaw amendment
Effective: 2023-01-26

Exact text from the filing

On January 26, 2023, in connection with the effectiveness of new Securities and Exchange Commission (the “SEC”) rules regarding universal proxy cards, certain recent changes to the Delaware General Corporation Law (the “DGCL”), and a periodic review of the bylaws of Workday, Inc. (“Workday”), the Board of Directors of Workday (the “Board”) approved and adopted Workday’s amended and restated bylaws (the “Amended and Restated Bylaws”), effective immediately, to, among other things: · update and revise the advance notice provisions for the nomination of directors or the proposal of other business at meetings of stockholders

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Source: SEC EDGAR

accession 0001104659-23-007534

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