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Workiva (NYSE: WK) investors back larger equity plan and 2029 board terms

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Workiva Inc. reported results of its annual stockholder meeting, including approval of changes to its long‑term incentive plan and director elections. Stockholders approved an amendment and restatement of the 2014 Equity Incentive Plan, increasing the total shares authorized under the plan from 17,760,000 to 21,660,000, so an additional 3,900,000 Class A shares may be issued as equity awards. Three Class III directors—Michael M. Crow, Ph.D., R. Scott Herren, and Julie Iskow—were elected to terms expiring at the 2029 annual meeting. Stockholders also gave advisory approval to the compensation of named executive officers.

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Insights

Workiva expanded its equity plan and confirmed board, a routine governance step.

Stockholders approved an amendment to the 2014 Equity Incentive Plan, raising shares available for awards from 17,760,000 to 21,660,000. This adds 3,900,000 Class A shares that can be granted to employees, directors, and other service providers under the plan.

The vote support was solid, with 62,218,607 shares voting for the plan change and 11,806,408 against. Advisory approval of named executive officer pay also passed, as did the election of three Class III directors to terms ending at the 2029 annual meeting. These outcomes suggest continuity in Workiva’s compensation and governance framework.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Equity plan total share authorization 21,660,000 shares Shares that may be issued under 2014 Equity Incentive Plan after amendment
Additional equity plan shares 3,900,000 shares New Class A shares added to Workiva’s equity incentive pool
Say-on-pay votes for 51,575,404 votes Advisory approval of named executive officer compensation
Say-on-pay votes against 22,289,983 votes Advisory approval of named executive officer compensation
Equity plan amendment votes for 62,218,607 votes Approval of amended and restated 2014 Equity Incentive Plan
Equity plan amendment votes against 11,806,408 votes Approval of amended and restated 2014 Equity Incentive Plan
Director election support for R. Scott Herren 73,726,838 votes Votes for Class III director term expiring 2029
Broker non-votes on proposals 4,805,109 shares Broker non-votes recorded on key annual meeting proposals
Equity Incentive Plan financial
"approved the amendment and restatement of the Workiva Inc. Amended and Restated 2014 Equity Incentive Plan"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
Broker Non-Votes financial
"For | Withhold | Broker Non-Votes Michael M. Crow, Ph.D."
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
advisory approval financial
"Proposal 2: Advisory approval of the compensation of the named executive officers"
named executive officers financial
"Advisory approval of the compensation of the named executive officers"
Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.
amended and restated regulatory
"approved the amendment and restatement of the Workiva Inc. Amended and Restated 2014 Equity Incentive Plan"
Annual Meeting of Stockholders financial
"At the Annual Meeting of Stockholders on May 28, 2026"
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Understanding 8-K Material Events →
FALSE000144530500014453052026-05-282026-05-28

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 classTrading SymbolName of each exchange on which registered
Class A common stock, par value $.001WKNew 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

DirectorTerm ExpiringForWithholdBroker Non-Votes
Michael M. Crow, Ph.D.202957,647,31116,396,0244,805,109
R. Scott Herren202973,726,838316,4974,805,109
Julie Iskow202953,595,26020,448,0754,805,109
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

ForAgainstAbstainBroker Non-Votes
51,575,40422,289,983177,9484,805,109
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


ForAgainstAbstainBroker Non-Votes
62,218,60711,806,40818,3204,805,109
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)
104Cover 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


Source: View Original Filing on SEC EDGAR

FAQ

What did Workiva (WK) stockholders approve regarding the 2014 Equity Incentive Plan?

Stockholders approved an amendment and restatement of Workiva’s 2014 Equity Incentive Plan, increasing authorized shares from 17,760,000 to 21,660,000. This adds 3,900,000 Class A shares available for future equity awards under the updated plan.

How many additional Workiva (WK) shares are available for equity awards after the meeting?

Following stockholder approval, an additional 3,900,000 shares of Workiva Class A common stock are available for issuance under the amended 2014 Equity Incentive Plan. This expands the pool for future stock options, restricted stock, or similar equity incentives.

Which directors were elected at Workiva’s 2026 annual meeting and for how long?

Stockholders elected Michael M. Crow, Ph.D., R. Scott Herren, and Julie Iskow as Class III directors. Each director’s term runs until the 2029 annual meeting of stockholders, maintaining continuity on Workiva’s board of directors for the next three-year cycle.

Was Workiva (WK) executive compensation approved by stockholders at the 2026 meeting?

Yes. Stockholders gave advisory approval to the compensation of Workiva’s named executive officers, with 51,575,404 votes for, 22,289,983 against, and 177,948 abstentions. There were also 4,805,109 broker non-votes recorded on this advisory pay proposal.

How did Workiva (WK) stockholders vote on the amended equity plan proposal?

For the equity plan amendment, 62,218,607 shares voted for, 11,806,408 against, and 18,320 abstained, with 4,805,109 broker non-votes. This approval allows increased share capacity under Workiva’s 2014 Equity Incentive Plan for future stock-based compensation.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

Other Documents