WORKIVA INC FILES (8-K) Disclosing Change in Directors or Principal Officers, Financial Statements and Exhibits
Item 5.02(e) Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Transition of Chief Executive Officer
On
"Board") of
Executive Officer of the Company, effective
continue to serve on the Board, and commencing on
the Board's Non-Executive Chair.
In connection with his transition, the Company and
a transition agreement (the "Transition Agreement"). The Transition Agreement
will take effect on
Agreement provides that the Company will pay
payment of
equity-based compensation awards that have not yet vested will remain in effect.
If
make continued payments for his health insurance coverage until the earliest of
(i) the 18-month anniversary of the Retirement Date or (ii) the date on which
employer. Under the Transition Agreement,
certain non-competition and non-solicitation restrictions from the Retirement
Date through 12 months following the date
on the Board. Finally, the Transition Agreement includes other standard
provisions contained in agreements of this nature, including non-disparagement,
confidentiality, and a general release of any and all claims against the
Company.
The foregoing description of the Transition Agreement does not purport to be
complete and is qualified in its entirety by reference to the copy of the
Transition Agreement filed as Exhibit 10.1 to this report.
Appointment of Chief Executive Officer
On
President and Chief Operating Officer, was appointed Chief Executive Officer of
the Company, effective
President of the Company and as a member of the Board.
In connection with her appointment, the Company and
employment agreement (the "New Agreement"). The New Agreement supersedes
Iskow's
Iskow's
"Committee") has set
also receive a target bonus opportunity of 125% for 2023 and a supplemental
grant of restricted stock units with a grant date value of
to the
equal annual installments commencing on the first anniversary of the grant date.
The New Agreement also contains restrictions on non-competition and
non-solicitation for the 12-month period following termination. In addition, the
New Agreement provides that certain payments and benefits would be due upon a
termination of employment, including accrued but unpaid salary and benefits and
any earned but unpaid bonus from the prior year. In addition, if the employment
of
pro-rated bonus for the current year and a lump-sum payment equal to her annual
base salary plus her target bonus for the current year, and the vesting of
Iskow's
Iskow
to her a pro-rated bonus for the current year and a severance payment equal to
two times her annual base salary plus her target bonus for the current year. If
the employment of
reason in the three months prior to or two years following a change in control,
we will pay to her a target bonus for the year in which the termination occurs
(or if greater, the year in which the change in control occurs) and a severance
payment equal to three times her annual base salary plus her target bonus for
the current year. In addition, in the event of a termination without cause or
for good reason, the vesting of her outstanding equity awards will be
accelerated, and she will be released from her non-competition and
non-solicitation
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restrictions. Under the New Agreement, a change in control would not, by itself,
be deemed "good reason" or result in the accelerated vesting of outstanding
equity awards except as set forth in the applicable award agreement.
The foregoing description of the New Agreement does not purport to be complete
and is qualified in its entirety by reference to the copy of the New Agreement
filed as Exhibit 10.2 to this report.
Prior to her appointment as Chief Executive Officer,
Company's Chief Operating Officer since
Operating Officer since
biographical information about
Form 10-K. Ms. Iskow does not have a direct or indirect material interest in any
transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Appointment of Lead Director of the Board of Directors
On
as Chair and be appointed as Lead Independent Director of the Board effective
Item 9.01 - Financial Statements and Exhibits
(d): The following exhibits are being filed herewith:
Exhibit
Number Description
Transition Agreement, dated February 21, 2023 , between the Company and
10.1 Martin J. Vanderploeg
Employment Agreement, dated February 21, 2023 , between the Company and
10.2 Julie Iskow
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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