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DEF 14A 1 workivaproxy2022.htm DEF 14A Document

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 Registrant ý

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))

ý			Definitive 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):


ý			No 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

2900 University Blvd.

Ames, IA 50010

Telephone: (888) 275-3125

April 18, 2022

Fellow Stockholders:

You are cordially invited to attend our 2022 Annual Meeting of Stockholders, which will be held virtually via live webcast on Wednesday, June 1, 2022 at 10:00 a.m. (Central Time).

All Workiva stockholders of record at the close of business on April 4, 2022 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.

On behalf of the Board of Directors and our leadership team, I would like to express our appreciation for your continued interest in the business of Workiva.


						Sincerely,

						Martin J. Vanderploeg Chief Executive Officer and Director

Workiva Inc.

2900 University Blvd.

Ames, IA 50010

___________________________________________________

Notice of Annual Meeting of Stockholders

___________________________________________________

Wednesday, June 1, 2022

10:00 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.Approve the Amendment and Restatement of the 2014 Workiva Inc. Equity Incentive Plan to increase the number of shares that may be issued under the Plan;

4.Ratify the appointment of Ernst & Young LLP ("EY") as our independent registered public accounting firm for the fiscal year ending December 31, 2022; and

5.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 4, 2022, by visiting www.meetnow.global/MHHUS9K 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. Ziegler Executive Vice President, Chief Legal and Administrative Officer and Corporate Secretary

April 18, 2022

Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting of Stockholders to be held on June 1, 2022:

The Notice of Annual Meeting, Proxy Statement and our 2021 Annual Report to Stockholders
are available electronically at www.envisionreports.com/wk

TABLE OF CONTENTS


Questions and Answers						1
Proposal No. 1 - Election of Directors						9
Corporate Governance						15
Director Compensation						24
Ownership of Common Stock						26
Executive Officers						28
Executive Compensation						32
Compensation Discussion and Analysis						32
Compensation Tables						53
Potential Payments upon Termination or Change in Control						58
CEO Pay Ratio						63
Equity Compensation Plan Information						64
Certain Relationships and Related-Party and Other Transactions						64
Proposal No. 2 - Advisory Vote to Approve Named Executive Officer Compensation						65
Proposal No. 3 - Approval of Amendment and Restatement of Equity Plan						66
Audit Committee Report						76
Proposal No. 4 - Ratification of Appointment of Independent Registered Public Accounting Firm						75
Availability of Annual Report on Form 10-K						77
Other Business						77
Appendix A - Workiva Inc. 2014 Equity Incentive Plan (As Amended and Restated)						79


			Via the Internet: You may vote by proxy via the Internet by following the instructions found on the Proxy Card, Email or Notice of Availability of Proxy Materials that you received.
			By Telephone: You may vote by proxy by calling the toll-free number found on the Proxy Card.
			By Mail: You may vote by proxy by filling out the Proxy Card and returning it in the envelope provided.
			At the Meeting: You may vote your shares electronically during the annual meeting by clicking on the “Vote” icon on the Meeting Center site.


	Audit Committee	Compensation Committee	Nominating and Governance Committee

Chair	$20,000	$15,000	$10,000
Each other member	$10,000	$7,500	$5,000


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)	All Other Compensation ($)	Total ($)
Brigid A. Bonner	68,792	185,000	—	253,792
Michael M. Crow, Ph.D.	61,208	185,000	—	246,208
Robert H. Herz	65,000	185,000	—	250,000
David S. Mulcahy	105,000	185,000	—	290,000
Suku Radia	77,097	185,000	—	262,097
Eugene S. Katz(1)	12,083	—	—	12,083


	Shares Beneficially Owned				% of total voting power
	Class A Common Stock		Class B Common Stock
Name of Beneficial Owner	Number	%	Number	%

Named Executive Officers and Directors:
Martin J. Vanderploeg, Ph.D.(1)	557,835	1.2	1,264,204	32.5	15.1
Julie Iskow	35,081	*	—	*	*
Jill Klindt(2)	47,032	*	—	*	*
Jeffrey Trom, Ph.D.(3)	220,611	*	491,270	12.6	5.9
Mithun Banarjee	—	*	—	*	*
J. Stuart Miller	12,597	*	—	*	*
Michael M. Crow, Ph.D.(4)	18,943	*	—	*	*
Robert H. Herz(5)	86,093	*	—	*	*
David S. Mulcahy	195,168	*	—	*	*
Suku Radia	31,909	*	—	*	*
Brigid A. Bonner	516	*	—	*	*
All executive officers and directors as a group (11 persons)(6)	1,211,406	2.5	1,755,474	45.1	21.4

SEC Form DEF 14A filed by Workiva Inc.