WORKIVA INC
For the period ended May 28, 2026. Filed Apr 17, 2026.
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May 28, 2026 · Filed Apr 17, 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¨
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| ¨ | Preliminary Proxy Statement |
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| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ý | Definitive Proxy Statement |
| ¨ | Definitive Additional Materials |
| ¨ | Soliciting Material Pursuant to §240.14a-12 |
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Proxy
Statement
Telephone: (888) 275-3125
April 17, 2026
Dear Fellow Stockholders:
Fiscal 2025 was another year of strong execution for Workiva. We delivered 22% subscription revenue growth and 20% total revenue growth for the
full year while driving meaningful expansion in operating leverage. We delivered progress toward our 2027 medium-term model targets, with a non-
GAAP operating margin of 9.9%, 440 basis points above the guidance we set at the start of the year and 560 basis points above full-year 2024. We
also delivered a free cash flow margin of 15.6%, exceeding our guide by 360 basis points and improving by over 390 basis points year over year.
That performance is supported by the strength of our customer relationships. Our more than 6,600 customers create meaningful expansion
opportunities, and our 97% gross retention rate reflects the durability of our business. We increased the number of customers with ACV above
$300,000 by 42% year over year, while customers with ACV above $500,000 grew 37%. These gains reflect deeper adoption of Workiva as a multi-
solution platform.
AI was a prevailing topic in 2025. For our customers, AI has shifted from interest to a requirement as teams navigated financial transformation,
evolving regulations, and increased investor scrutiny. Everything we do with AI is focused on bringing intelligence where our customers need it most
so they can realize tangible impact they can trust. That is where Workiva stands apart. Weoperate where data must be trusted, traceable,
defensible, and audit-ready. In an AI-driven world, what matters most to a CFO is trust and confidence in their data.
We are not bolting AI onto a legacy architecture, it is embedded directly into the core of the Workiva platform. In 2025, we accelerated AI product
innovation, delivering capabilities that help customers analyze and query data within the platform, automate evidence ingestion and validation for
Governance, Risk and Compliance workflows, and generate narrative insights for financial reporting. Our roadmap extends these capabilities from
intelligent assistance to agentic workflow execution across finance, risk, and sustainability, enabling customers to automate work within the secure,
governed environment they require. We remain bullish on our future opportunities as we continue to address the large global reporting market that
we see before us.
On behalf of the Board of Directors and our leadership team, I’d like to invite you to attend the 2026 Workiva Inc. Annual Meeting of Stockholders.
The meeting will be held virtually via live webcast on Thursday, May 28, 2026, at 8:00 a.m. (Central Time).
All Workiva stockholders of record at the close of business on March 31, 2026, 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.
I'd like to take this opportunity to thank David Mulcahy for his service on our Board. I would also like to welcome to our Board Scott Herren, former
EVP and Chief Financial Officer of Cisco; and Mark Peek, former EVP, CFO, and Co-President of Workday. Scott and Mark’s extensive experience
scaling high-growth public technology companies and driving operational excellence will be instrumental as we execute on our market opportunity
to deliver sustained growth and long-term shareholder value.
Thank you for your trust in and ongoing support of Workiva as wecontinue to execute on the opportunity ahead.
Julie IskowPresident & Chief Executive Officer
Thursday, May 28, 2026
8:00 a.m. Central Time
Notice of Annual Meeting
of Stockholders
The principal business of the Annual Meeting will be to:
Elect three Class III 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, 2026; 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 March 31, 2026, by visiting
www.meetnow.global/M4XY2RG 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, 2026
Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting of Stockholders to be held on May 28, 2026:
The Notice of Annual Meeting, Proxy Statement and our 2025 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 ................................................................................................................................................ | 36 |
| Potential Payments upon Termination or Change in Control ......................................................................... | 39 |
| CEO Pay Ratio ............................................................................................................................................................. | 42 |
| Pay Versus Performance .......................................................................................................................................... | 43 |
| Equity Compensation Plan Information ................................................................................................................ | 45 |
| Certain Relationships and Related-Party and Other Transactions ............................................................... | 45 |
| Proposal No. 2 - Advisory Vote to Approve Named Executive Officer Compensation ............................ | 46 |
| Proposal No. 3 - Approval of Amendment and Restatement of Equity Plan .............................................. | 47 |
| Audit Committee Report ........................................................................................................................................... | 51 |
| Proposal No. 4 - Ratification of Appointment of Independent Registered Public Accounting Firm ........ | 52 |
| Availability of Annual Report on Form 10-K ........................................................................................................ | 52 |
| Other Business ............................................................................................................................................................ | 52 |
| Appendix A - Workiva Inc. 2014 Equity Incentive Plan (As Amended and Restated) .............................. | 54 |
WORKIVA INC. | 2026 PROXY STATEMENT 1
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