Workiva Inc. filed SEC Form 8-K: Leadership Update, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Computer Software: Prepackaged Software
Technology
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
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Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
An amended form of grant for restricted stock units, or RSUs, to be issued to non-employee directors pursuant to the Workiva Inc. Amended and Restated 2014 Equity Incentive Plan, is included as an exhibit to this report.
Item 5.03 - Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As reported below under Item 5.07, on May 29, 2025, the stockholders of Workiva Inc., a Delaware corporation (the "Company"), approved an amendment (the "Amendment") to the Company's Certificate of Incorporation to allow for the exculpation of officers as permitted by Delaware law, as described in additional detail in Proposal No. 4 of the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 17, 2025. The Amendment was previously approved by the Board of Directors of the Company (the "Board") and became effective upon the filing of the Company's Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on May 29, 2025. The Amended and Restated Certificate of Incorporation also includes certain other technical and conforming revisions. The foregoing summary of the Amended and Restated Certificate of Incorporation does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended and Restated Certificate of Incorporation, which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 5.07 - Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Stockholders on May 29, 2025. The results for each matter voted on by the stockholders at that meeting were as follows:
Proposal 1: Election of three Class II directors
| Director | Term Expiring | For | Withhold | Broker Non-Votes | ||||||||||
| Astha Malik | 2028 | 77,619,559 | 3,139,605 | 3,280,720 | ||||||||||
| Suku Radia | 2028 | 67,843,271 | 12,915,893 | 3,280,720 | ||||||||||
| Martin J. Vanderploeg, Ph.D. | 2028 | 66,814,848 | 13,944,316 | 3,280,720 | ||||||||||
As a result, each of Ms. Malik, Mr. Radia and Mr. Vanderploeg was elected for a term expiring at the 2028 Annual Meeting of Stockholders.
Proposal 2: Advisory approval of the compensation of the named executive officers
| For | Against | Abstain | Broker Non-Votes | ||||||||||||||
| 73,717,452 | 6,974,930 | 66,782 | 3,280,720 | ||||||||||||||
As a result, the proposal of the compensation of the named executive officers was approved.
Proposal 3: Advisory approval on the frequency of stockholder advisory votes on executive compensation
| One Year | Two Years | Three Years | Abstain | Broker Non-Votes | |||||||||||||
| 80,641,867 | 4,245 | 48,065 | 64,987 | 3,280,720 | |||||||||||||
As a result, the proposal to hold future stockholder votes to approve the compensation of our named executive officers every year was approved by stockholders. The Company’s Board of Directors, who recommended a one-year frequency, has determined that the Company will hold its advisory executive compensation vote every year.
Proposal 4: Approval of the amendment of our Certificate of Incorporation to allow for the exculpation of officers as permitted by Delaware law
| For | Against | Abstain | Broker Non-Votes | ||||||||||||||
| 60,647,582 | 20,029,516 | 82,066 | 3,280,720 | ||||||||||||||
As a result, the proposal of the amendment of our Certificate of Incorporation was approved.
Proposal 5: Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025
| For | Against | Abstain | ||||||||||||
| 83,807,542 | 190,099 | 42,243 | ||||||||||||
As a result, the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025 was ratified.
Item 9.01 - Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number | Description | |||||||
3.1(a) | ||||||||
3.1(b) | ||||||||
| 10.1 | ||||||||
| 104 | 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, 2025.
WORKIVA INC. | |||||
By: | /s/ Brandon E. Ziegler | ||||
Name: | Brandon E. Ziegler | ||||
Title: | Executive Vice President, Chief Legal and Administrative Officer and Corporate Secretary | ||||