WORKIVA INC
For the period ended May 30, 2024. Filed Apr 17, 2024.
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May 30, 2024 · Filed Apr 17, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
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2900 University Blvd.
Ames, IA 50010
Telephone: (888) 275-3125
April 17, 2024
Dear Fellow Stockholders:
Workiva delivered strong financial results in 2023 for our stockholders, beating full year guidance on revenue and
operating margin. We delivered 20% subscription growth, improved operating margins, and achieved record cash flow.
Our performance was a direct result of our global team of talented and dedicated employees who continue to execute
on our strategy, take care of our customers and each other, and live by our company values.
Workiva set out to transform the world of financial reporting and disclosure. Today, we strive to fulfill our expanded
mission to power transparent reporting for a better world. We are a company of over 2,500 diverse and talented
professionals dedicated to amazing our customers and making a positive impact every day. Our company values and
leadership principles inspire everything we do—from how we build our software and secure our customers to how we
treat our employees, foster a culture of innovation, and positively impact our world.
As the regulatory environment continues to grow in scope and complexity, so does the need for transparency and
disclosure of financial and sustainability data. We deliver a unified platform offering financial and non-financial investor-
grade business reporting that is a unique and key differentiator that separates us from the competition. We shine where
data consistency, data integrity, and data accuracy are critical and narrative is required. We remain bullish on our future
opportunities as we continue to address the large global reporting market that we see before us.
Accordingly, on behalf of the Board of Directors and our leadership team, I’d like to invite you to attend the 2024
Workiva Inc. Annual Meeting of Stockholders. The meeting will be held virtually via live webcast on Thursday, May 30,
2024, at 9:00 a.m. (Central Time).
All Workiva stockholders of record at the close of business on April 1, 2024, are welcome to attend the Annual Meeting,
but it is important that your shares are represented at the Annual Meeting whether or not you plan to attend. To ensure
that you will be represented, we ask you to vote by telephone, by mail or over the Internet as soon as possible.
Thank you for your trust in and ongoing support of Workiva.
Julie IskowPresident & Chief Executive Officer
Notice of Annual Meeting
of Stockholders
2900 University Blvd. Thursday, May 30, 2024
Ames, IA 500109:00 a.m. Central Time
The principal business of the Annual Meeting will be to:
Elect two Class I directors for a three-year term;
Approve, on an advisory basis, the compensation of our named executive officers;
Approve the Amendment and Restatement of the Workiva Inc. 2014 Equity Incentive Plan to increase the number of
shares that may be issued under the Plan;
- Ratify the appointment of Ernst & Young LLP ("EY") as our independent registered public accounting firm for the fiscal
year ending December 31, 2024; and
- Transact any other business as may properly come before the meeting or any adjournment or postponement thereof.
You can vote at the Annual Meeting online or by proxy if you were a stockholder of record at the close of business on April 1, 2024, by
visitingwww.meetnow.global/M7SSHK9 and entering the 15-digit control number on the Proxy Card, Email or Notice of Availability
of Proxy Materials you previously received. You may revoke your proxy at any time prior to its exercise at the Annual Meeting.
We are electronically disseminating Annual Meeting materials to our stockholders, as permitted under the "Notice and Access" rules
approved by the Securities and Exchange Commission. Stockholders who have not opted out of Notice and Access will receive a
Notice of Internet Availability of Proxy Materials containing instructions on how to access Annual Meeting materials via the Internet.
The Notice also provides instructions on how to obtain paper copies if preferred.
By Order of the Board of Directors
Brandon E. ZieglerExecutive Vice President, Chief Legal and Administrative Officer and Corporate Secretary
April 17, 2024
Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting of Stockholders to be held on May 30, 2024:
The Notice of Annual Meeting, Proxy Statement and our 2023 Annual Report to Stockholders
are available electronically atwww.envisionreports.com/wk
TABLE OF CONTENTS
| Questions and Answers .................................................................................................................... | 1 |
|---|---|
| Proposal No. 1 - Election of Directors ........................................................................................... | 6 |
| Corporate Governance ...................................................................................................................... | 13 |
| Director Compensation ..................................................................................................................... | 19 |
| Ownership of Common Stock ......................................................................................................... | 20 |
| Executive Officers ............................................................................................................................... | 22 |
| Executive Compensation .................................................................................................................. | 23 |
| Compensation Discussion and Analysis ..................................................................................... | 23 |
| Compensation Tables ........................................................................................................................ | 35 |
| Potential Payments upon Termination or Change in Control ................................................. | 40 |
| CEO Pay Ratio ..................................................................................................................................... | 44 |
| Pay Versus Performance .................................................................................................................. | 45 |
| Equity Compensation Plan Information ........................................................................................ | 47 |
| Certain Relationships and Related-Party and Other Transactions ....................................... | 47 |
| Proposal No. 2 - Advisory Vote to Approve Named Executive Officer Compensation ........................................................................................................................ | 48 |
| Proposal No. 3 - Approval of Amendment and Restatement of Equity Plan ...................... | 49 |
| Audit Committee Report ................................................................................................................... | 54 |
| Proposal No. 4 - Ratification of Appointment of Independent Registered Public Accounting Firm ............................................................................................... | 55 |
| Availability of Annual Report on Form 10-K ................................................................................ | 55 |
| Other Business .................................................................................................................................... | 55 |
| Appendix A - Workiva Inc. 2014 Equity Incentive Plan (As Amended and Restated) ...... | 57 |
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