(Exact name of registrant as specified in its charter)
___________________________________
Delaware
(State or other jurisdiction of incorporation or organization)
001-36773
(Commission File Number)
47-2509828
(I.R.S. Employer Identification Number)
2900 University Blvd
Ames, IA50010
(888) 275-3125
(Address of principal executive offices and zip code)
(888) 275-3125
(Registrant's telephone number, including area code)
___________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Class A common stock, par value $.001
WK
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Exchange Act (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amendment and Restatement of Workiva Inc. 2014 Equity Incentive Plan
At the Annual Meeting of Stockholders on May 28, 2026 (the “Annual Meeting”), the stockholders of Workiva Inc. (the “Company”) approved the amendment and restatement of the Workiva Inc. Amended and Restated 2014 Equity Incentive Plan (the “Amended and Restated Plan”) to increase the number of shares that may be issued under the Plan from 17,760,000 to 21,660,000.
As a result, an additional 3,900,000 shares of Class A common stock are now available for issuance under the Amended and Restated Plan. The Amended and Restated Plan amends and restates the 2014 Equity Incentive Plan, as previously amended and restated in May 2024, and all future awards granted thereunder will be subject to the terms of the 2014 Equity Incentive Plan as amended and restated. This summary is not a complete description of all the Amended and Restated Plan's provisions and is qualified in its entirety by reference to the Amended and Restated Plan, which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.
Item 5.07 - Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Stockholders on May 28, 2026. The results for each matter voted on by the stockholders at that meeting were as follows:
Proposal 1: Election of three Class III directors
Director
Term Expiring
For
Withhold
Broker Non-Votes
Michael M. Crow, Ph.D.
2029
57,647,311
16,396,024
4,805,109
R. Scott Herren
2029
73,726,838
316,497
4,805,109
Julie Iskow
2029
53,595,260
20,448,075
4,805,109
As a result, each of Dr. Crow, Mr. Herren and Ms. Iskow was elected for a term expiring at the 2029 Annual Meeting of Stockholders.
Proposal 2: Advisory approval of the compensation of the named executive officers
For
Against
Abstain
Broker Non-Votes
51,575,404
22,289,983
177,948
4,805,109
As a result, the proposal of the compensation of the named executive officers was approved.
Proposal 3: Approval of 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
For
Against
Abstain
Broker Non-Votes
62,218,607
11,806,408
18,320
4,805,109
As a result, 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 was approved.
Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 2nd day of June, 2026.
WORKIVA INC.
By:
/s/ Brandon E. Ziegler
Name:
Brandon E. Ziegler
Title:
Executive Vice President, Chief Legal and Administrative Officer and Corporate Secretary