WORKIVA INC

8-K · wk-20260528.htm iXBRL

0001445305 2026-05-28 2026-05-28

 UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 ___________________________________
 FORM 8-K
 ___________________________________
 CURRENT REPORT
 Pursuant to Section 13 or 15(d)
 of the Securities Exchange Act of 1934

 May 28, 2026
 Date of Report (date of earliest event reported)
 ___________________________________
 WORKIVA INC .
 (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 , IA 50010
 ( 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.

 Item 9.01 - Financial Statements and Exhibits.
 (d) Exhibits

 Exhibit
 Number
 Description

 10.1 Workiva Inc. 2014 Equity Incentive Plan (As Amended and Restated May 28, 2026)

 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, 2026.

 WORKIVA INC.

 By:
 /s/ Brandon E. Ziegler
 Name:
 Brandon E. Ziegler
 Title:
 Executive Vice President, Chief Legal and Administrative Officer and Corporate Secretary