SCHEDULE 13G/A: Workday Co-Founder David Duffield Discloses 19.30% Beneficial Ownership Stake in Latest SEC Filing
Beneficial Ownership Statement
Workday, Inc. co-founder David A. Duffield has filed an updated Schedule 13G, reporting beneficial ownership of 19.30% of the company's Class A Common Stock as of December 31, 2024, including shares subject to a voting agreement with Aneel Bhusri.
Summary
- David A. Duffield, co-founder of Workday, Inc., beneficially owns an aggregate of 51,191,345 shares of the company's Class A Common Stock as of December 31, 2024.
- This ownership represents 19.30% of the Class A Common Stock, calculated assuming the conversion of all Class B Common Stock held by Mr. Duffield and Mr. Aneel Bhusri into Class A Common Stock.
- Mr. Duffield directly holds 42,887,902 shares of Class A and Class B Common Stock, primarily through The David A. Duffield Trust, exercising sole voting and dispositive power over these shares.
- An additional 172,000 shares of Class A Common Stock are held indirectly by Mr. Duffield through the Dave & Cheryl Duffield Foundation, for which he exercises shared voting and dispositive power.
- The beneficial ownership also includes 8,131,443 shares of Class B Common Stock held by Mr. Aneel Bhusri, which are subject to a Voting Agreement with Mr. Duffield.
- Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the holder's option and automatically converts upon certain transfers or specific future events.
- Automatic conversion of all Class A and Class B Common Stock into a single class will occur upon the earliest of: election by majority Class B holders, Class B shares falling below 9% of total outstanding shares, October 17, 2032, or nine months after the death of the later of David A. Duffield and Aneel Bhusri.
- The Voting Agreement, established on September 28, 2012, between Mr. Duffield and Mr. Bhusri, grants a designated proxy holder the right to exercise voting and consent rights for their Class B shares following death or incapacity, ensuring continuity of control.
Sentiment
Score: 5
Explanation: The document is a routine beneficial ownership filing (Schedule 13G) and provides factual information about shareholdings and voting arrangements, without indicating positive or negative operational or financial performance.
Future Outlook
NA
Industry Context
This filing is a routine disclosure of beneficial ownership and does not provide information related to broader industry trends or competitive analysis. It focuses solely on the ownership structure of Workday, Inc. by a key co-founder.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Existing Corporate Structure | Workday, Inc. operates with a dual-class share structure comprising Class A and Class B Common Stock. Each Class B share is convertible into one Class A share at the holder's option and automatically converts upon certain transfers or events, including if Class B shares fall below 9% of total outstanding shares, or by October 17, 2032, or nine months after the death of the later of David A. Duffield and Aneel Bhusri. | Ongoing | This dual-class structure concentrates significant voting power with holders of Class B shares, primarily the co-founders, potentially limiting the influence of Class A shareholders on corporate governance and strategic decisions. |
| Voting Agreement | A Voting Agreement, dated September 28, 2012, exists between David A. Duffield and Aneel Bhusri concerning their Class B Common Stock. This agreement grants a designated proxy holder the right to exercise voting and consent rights for their Class B shares following death or incapacity. Initially, Mr. Duffield designated Mr. Bhusri, and Mr. Bhusri designated Mr. Duffield as proxy holders. The agreement is irrevocable upon death/incapacity and cannot be unilaterally terminated. | September 28, 2012 | The Voting Agreement ensures continuity of voting control by the co-founders or their designated proxies, providing stability in leadership but also reinforcing the concentrated voting power inherent in the dual-class structure. |
Related Party Transactions
- 172,000 shares of Class A Common Stock are held indirectly by Mr. Duffield through the Dave & Cheryl Duffield Foundation, for which Mr. Duffield exercises shared voting and dispositive power.
- A Voting Agreement dated September 28, 2012, exists between David A. Duffield and Aneel Bhusri, governing the voting rights of their respective Class B Common Stock holdings, ensuring continuity of control.
Stakeholder Impact
- Shareholders: The dual-class share structure and the voting agreement concentrate significant voting power with the co-founders, potentially limiting the influence of other shareholders on corporate decisions.
Key Dates
| Date | Description |
|---|---|
| September 28, 2012 | Date of the Voting Agreement between David A. Duffield and Aneel Bhusri. |
| October 17, 2032 | Latest date for automatic conversion of all Class A and Class B Common Stock into a single class, unless other conditions are met earlier. |
| December 31, 2024 | Date of the event which required the filing of this statement (reporting period end date). |
| February 11, 2025 | Date the Schedule 13G Amendment No. 12 was signed and filed. |
Keywords
Workday, David A. Duffield, Aneel Bhusri, Schedule 13G, beneficial ownership, Class A Common Stock, Class B Common Stock, voting agreement, corporate governance, SEC filing
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