WORKIVA INC FILES (8-K) Disclosing Change in Directors or Principal Officers, Financial Statements and Exhibits - Insurance News | InsuranceNewsNet

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February 21, 2023 Newswires
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WORKIVA INC FILES (8-K) Disclosing Change in Directors or Principal Officers, Financial Statements and Exhibits

Edgar Glimpses

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 February 21, 2023, Martin J. Vanderploeg notified the Board of Directors (the
"Board") of Workiva Inc. (the "Company") of his intent to retire as Chief
Executive Officer of the Company, effective March 31, 2023. Mr. Vanderploeg will
continue to serve on the Board, and commencing on April 1, 2023, will serve as
the Board's Non-Executive Chair.

In connection with his transition, the Company and Mr. Vanderploeg entered into
a transition agreement (the "Transition Agreement"). The Transition Agreement
will take effect on March 31, 2023 (the "Retirement Date"). The Transition
Agreement provides that the Company will pay Mr. Vanderploeg a lump-sum cash
payment of $1,380,000. Mr. Vanderploeg's outstanding stock, options or
equity-based compensation awards that have not yet vested will remain in effect.
If Mr. Vanderploeg elects continuation coverage under COBRA, the Company will
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 Mr. Vanderploeg becomes eligible to receive similar coverage from another
employer. Under the Transition Agreement, Mr. Vanderploeg remains subject to
certain non-competition and non-solicitation restrictions from the Retirement
Date through 12 months following the date Mr. Vanderploeg is no longer serving
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 February 21, 2023, the Company announced that Julie Iskow, 61, the Company's
President and Chief Operating Officer, was appointed Chief Executive Officer of
the Company, effective April 1, 2023. Ms. Iskow will continue to serve as
President of the Company and as a member of the Board.

In connection with her appointment, the Company and Ms. Iskow entered into a new
employment agreement (the "New Agreement"). The New Agreement supersedes Ms.
Iskow's
prior employment agreement with the Company. In connection with Ms.
Iskow's
appointment, the Compensation Committee of the Board of Directors (the
"Committee") has set Ms. Iskow's annual base salary at $610,000. Ms. Iskow will
also receive a target bonus opportunity of 125% for 2023 and a supplemental
grant of restricted stock units with a grant date value of $4,250,000 pursuant
to the Workiva Inc. 2014 Equity Incentive Plan (the "Plan"), vesting in three
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 Ms. Iskow is terminated due to her death or disability, we will pay to her a
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 Ms.
Iskow's
outstanding equity awards will be accelerated. If the employment of Ms.
Iskow
is terminated by us without cause or by her for good reason, we will pay
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 Ms. Iskow is terminated by us without cause or by her for good
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

--------------------------------------------------------------------------------

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, Ms. Iskow served as the
Company's Chief Operating Officer since October 2019, and as President and Chief
Operating Officer since March 2022. The Company previously disclosed additional
biographical information about Ms. Iskow in its most recent Annual Report on
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 February 21, 2023, the Board announced that David S. Mulcahy will step down
as Chair and be appointed as Lead Independent Director of the Board effective
April 1, 2023. Mr. Mulcahy has served on the Board since December 2014.

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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