UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
April 7, 2020
Date of Report (date of earliest event reported)
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WORKIVA INC.
(Exact name of registrant as specified in its charter)
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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:
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| ☐ | 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)) |
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| Securities registered pursuant to Section 12(b) of the Act: | | |
| Title of each class | Trading Symbol | Name of each exchange on which registered |
| Class A common stock, par value $.001 | WK | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
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.
On April 7, 2020, Scott Ryan notified Workiva Inc. (the "Company") of his intention to resign as Executive Vice President and Chief Revenue Officer of the Company. Mr. Ryan's resignation will be effective as of April 10, 2020.
In connection with his departure, the Company and Mr. Ryan entered into a Separation Agreement and Release (the “Agreement”) on April 9, 2020. The Agreement will be effective as of April 17, 2020, following the end of the applicable revocation period. It provides that the Company will pay Mr. Ryan a lump-sum cash payment of $1,154,932. Additionally, any of Mr. Ryan’s outstanding stock, options or equity-based compensation awards that have not yet vested will vest immediately (other than 35,095 restricted stock units granted on February 3, 2020, which Mr. Ryan will forfeit in accordance with the applicable award agreement). If Mr. Ryan elects continuation coverage under COBRA, the Company will make continued payments for his health insurance coverage for 18 months or until Mr. Ryan becomes eligible to receive coverage from another employer, whichever occurs first. Finally, the 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 Company appreciates Mr. Ryan’s service and commitment and wishes him well. A copy of the Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01 - Financial Statements and Exhibits
(d): The following exhibits are being filed herewith:
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Exhibit Number | | Description |
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| 10.1 | | |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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 13th day of April, 2020.
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| WORKIVA INC. | |
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| By: | /s/ Troy M. Calkins |
| Name: | Troy M. Calkins |
| Title: | Executive Vice President and Chief Administrative Officer |
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