Independent
Tenure on this board
11.5 yrs
3 nominees · 4 ballot items.
Elect three Class III directors; advisory approval of named executive officer compensation (Say-on-Pay); approve an amendment and restatement to increase shares under the 2014 Equity Incentive Plan; and ratify Ernst & Young LLP as the independent registered public accounting firm for fiscal 2026.
Elect three Class III directors—Michael M. Crow, Ph.D., R. Scott Herren and Julie Iskow—to serve three-year terms expiring in 2029.
Advisory (non-binding) vote to approve the compensation paid to the Company's named executive officers as disclosed in the proxy statement (Say-on-Pay).
This advisory proposal asks shareholders to approve, on a non-binding basis, the compensation disclosed for named executive officers in the proxy, including the CD&A and compensation tables. Management seeks shareholder endorsement as a validation of its pay philosophy and to demonstrate alignment between executive pay and company performance; the Board uses say-on-pay results as feedback for future compensation decisions. The company’s program emphasizes a mix of base salary, annual cash incentives tied to revenue growth, non-GAAP operating income and operating cash flow, and long-term equity (RSUs and PSUs) that vest over multi-year periods, thereby linking pay to short- and long-term performance. The filing highlights strong 2025 operating results (e.g., 19.7% revenue growth, improved non-GAAP operating income and operating cash flow) and says the Compensation Committee certified PSU outcomes accordingly, which underpins management’s recommendation. The Board also points to governance safeguards (independent Compensation Committee, consultant engagement, clawback policy, anti-hedging/pledging rules, stock ownership guidelines, and annual risk assessments) to argue that compensation practices are responsible and aligned with shareholder interests. Because the vote is advisory, it will not change contractual pay terms directly, but a negative vote would prompt the Board and Compensation Committee to reassess compensation practices and potentially adjust program design or disclosures. The company requests a recommendation to vote FOR, citing strong historical shareholder support (approximately 91% in 2025) and asserting that its programs attract and retain executive talent while promoting long-term value creation. Investors should weigh the mix of performance metrics, the use of PSUs tied to revenue growth, severance arrangements, and recent shareholder approval history when evaluating whether to support management’s recommendation.
Approve an amendment and restatement of the 2014 Equity Incentive Plan to increase the number of shares authorized for issuance under the Plan by 3,900,000 shares to support future equity grants.
This proposal asks shareholders to approve an amendment and restatement of the company’s 2014 Equity Incentive Plan to add 3,900,000 additional shares available for future equity grants. Management seeks approval because equity awards (RSUs and PSUs) are central to Workiva’s ability to attract, retain and incentivize employees and non-employee directors in a competitive SaaS market; without additional shares the company warns it would soon be unable to make market-competitive grants. The proxy includes supporting metrics—three-year average burn rate (~2.76%), current awards outstanding, shares available for grant, and a proposed post-approval overhang estimate—so investors can assess dilution and runway; management frames the requested increase as moderate relative to peer practices and required to support growth hiring. The Plan permits various award types (ISOs, NQSOs, SARs, restricted stock, RSUs, PSUs) and contains typical governance features such as committee administration, minimum vesting (one year, except limited exceptions), anti-dilution adjustments, and limits on annual grants per participant. The Company highlights that delegate authority is granted to the Compensation Committee and, for non-Section 16 individuals, to the CEO and CFO to make grants within Plan limits, and that awards include clawback provisions and other governance safeguards. Approving the amendment will allow the company to continue granting a mix of time-based and performance-based awards (70% RSUs / 30% PSUs in 2025), which management considers important to align executive incentives with long-term revenue growth and retention. Investors should weigh the trade-off between dilution and the necessity of equity for talent retention; the proxy provides quantitative context to evaluate potential dilution, including outstanding awards and shares available prior to the proposed increase. The Board recommends a FOR vote, arguing the amendment preserves the company’s ability to execute its compensation program while maintaining typical protections and limits to mitigate excessive dilution.
Ratify the Audit Committee’s appointment of Ernst & Young LLP as Workiva's independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 7.05% | 3,955,667 | $236M |
| 2 | EMINENCE CAPITAL, LPActivist | 4.49% | 2,519,889 | $150M |
| 3 | Jericho Capital Asset Management L.P. | 4.39% | 2,465,745 | $147M |
| 4 | BlackRock, Inc. | 4.13% | 2,316,753 | $138M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.02% | 2,256,903 | $135M |
| 6 | HOTCHKIS WILEY CAPITAL MANAGEMENT LLC | 2.99% | 1,679,788 | $100M |
| 7 | BlackRock, Inc. | 2.82% | 1,582,887 | $94M |
| 8 | STATE STREET CORP | 2.27% | 1,275,923 | $76M |
| 9 | FMR LLC | 2.27% | 1,273,461 | $76M |
| 10 | EDMOND DE ROTHSCHILD HOLDING S.A. | 2.18% | 1,221,561 | $73M |
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