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WORKIVA INC

For the period ended May 29, 2025. Filed Apr 17, 2025.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 29, 2025 · Filed Apr 17, 2025

WK$72.76-14.9%Stored close · as of Nov 6, 2026
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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

Filed by the Registrantý

Filed by a Party other than the Registrant¨

Check the appropriate box:

¨Preliminary Proxy Statement
¨Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ýDefinitive Proxy Statement
¨Definitive Additional Materials
¨Soliciting Material Pursuant to §240.14a-12

WORKIVA INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

ýNo fee required.
¨Fee paid previously with preliminary materials.
¨Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Proxy

Statement

2900 University Blvd.

Ames, IA 50010

Telephone: (888) 275-3125

April 17, 2025

Dear Fellow Stockholders:

Fiscal 2024 was another strong year for Workiva and I am very proud of our team'sexecution. We achieved 20% year-over-year

subscription revenue growth, improved operating margins, and generated record cash flow. A healthy balance of new logo growth

and solution expansion with existing customers speaks to the significant opportunity ahead of us. We now have a global customer

base of over 6,300 organizations that trust Workiva with their most sensitive data.

With the shifting technology landscape around AI, an evolving regulatory environment, and continued pressure to realize operational

efficiencies, business leaders increasingly turn to Workiva as the trusted platform for transparency and disclosure of financial and

non-financial data. We deliver a unified platform offering financial and non-financial investor-grade business reporting, which 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.

We are a company of over 2,800 diverse and talented professionals dedicated to amazing our customers and making a positive

daily impact. Our company values and leadership principles inspire everything we do—from how we build our software and secure

ourcustomers' data to how we treat our employees and foster a culture of innovation.

Accordingly, on behalf of the Board of Directors and our leadership team, I’d like to invite you to attend the 2025 Workiva Inc. Annual

Meeting of Stockholders. The meeting will be held virtually via live webcast on Thursday, May 29, 2025, at 10:00 a.m. (Central

Time).

All Workiva stockholders of record at the close of business on March 31, 2025, 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

WORKIVA INC.

Notice of Annual Meeting

of Stockholders

2900 University Blvd. Thursday, May 29, 2025

Ames, IA 5001010:00 a.m. Central Time

The principal business of the Annual Meeting will be to:

  1. Elect three Class II directors for a three-year term;

  2. Approve, on an advisory basis, the compensation of our named executive officers;

  3. Indicate, on an advisory basis, the preferred frequency of stockholder advisory votes on the compensation of our named

executive officers;

  1. Approve the amendment of our Certificate of Incorporation to allow for the exculpation of officers as permitted by

Delaware law;

  1. Ratify the appointment of Ernst & Young LLP ("EY") as our independent registered public accounting firm for the fiscal

year ending December 31, 2025; and

  1. 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 March 31, 2025,

by visitingwww.meetnow.global/M7WP2J5 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, 2025

Important Notice Regarding the Availability of Proxy Materials for the

Annual Meeting of Stockholders to be held on May 29, 2025:

The Notice of Annual Meeting, Proxy Statement and our 2024 Annual Report to Stockholders

are available electronically atwww.envisionreports.com/wk

TABLE OF CONTENTS

Questions and Answers ....................................................................................................................1
Proposal No. 1 - Election of Directors ...........................................................................................7
Corporate Governance ......................................................................................................................14
Director Compensation .....................................................................................................................20
Ownership of Common Stock .........................................................................................................21
Executive Officers ...............................................................................................................................23
Executive Compensation ..................................................................................................................24
Compensation Discussion and Analysis .....................................................................................24
Compensation Tables ........................................................................................................................37
Potential Payments upon Termination or Change in Control .................................................41
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 - Advisory Vote on the Frequency of Stockholder Advisory Votes on Executive Compensation ...............................................................................................................................................49
Proposal No. 4 - Amendment of Certificate of Incorporation to Allow for Exculpation of Officers .............................................................................................................................................50
Audit Committee Report ...................................................................................................................51
Proposal No. 5 - Ratification of Appointment of Independent Registered Public Accounting Firm ..................................................................................................................................52
Availability of Annual Report on Form 10-K ................................................................................52
Other Business ....................................................................................................................................52
Appendix A - Proposed Amendment to the Certificate of Incorporation of Workiva Inc. ...........................................................................................................................................................54

WORKIVA INC. | 2025 PROXY STATEMENT 1

ContentsView on SEC.gov

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