Workiva (WK) Proxy filing summary

Executive summary

• Achieved 22% subscription revenue growth and 20% total revenue growth in fiscal 2025, with a non-GAAP operating margin of 9.9%, exceeding guidance and prior year results.

• Free cash flow margin reached 15.6%, surpassing guidance and improving year-over-year.

• Customer base grew to over 6,600, with a 97% gross retention rate and significant increases in high-value accounts.

• AI innovation accelerated, embedding intelligence into core platform functions for finance, risk, and sustainability workflows.

• Annual Meeting scheduled for May 28, 2026, to be held virtually.

Voting matters and shareholder proposals

• Election of three Class III directors for three-year terms: Michael M. Crow, R. Scott Herren, and Julie Iskow.

• Advisory vote to approve named executive officer compensation (Say-on-Pay).

• Approval of amendment and restatement of the 2014 Equity Incentive Plan to increase authorized shares.

• Ratification of Ernst & Young LLP as independent registered public accounting firm for fiscal year 2026.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board expanded to eight members as of June 1, 2026, with new directors Scott Herren and Mark Peek.

• Board divided into three classes with staggered three-year terms.

• Majority of directors are independent under NYSE and SEC rules.

• Board committees: Audit, Compensation, and Nominating & Governance, each with defined responsibilities and independent membership.

• Corporate Governance Guidelines and Code of Business Conduct and Ethics in place and regularly reviewed.

• Board leadership structure separates CEO and Chair roles, with a Lead Independent Director.