Item 5.02(e) Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 18, 2022, the Board of Directors of Workiva Inc. (the "Company")
adopted a form of performance restricted stock unit award agreement (the "Award
Agreement") for executive employees, to be issued pursuant to the Company's 2014
Equity Incentive Plan, as amended (the "2014 EIP").
The Award Agreement consists of awards of performance restricted stock units
("PSUs") with respect to the Company's Class A Common Stock. PSU awards made
under the Award Agreement may be earned between 0% and 200% of the Target Award
(as defined in the Award Agreement) based on achievement of annual revenue
growth rate goals and certified by the Committee (as defined in the 2014 EIP).
Subject to the continued employment of the executive and achievement of
applicable annual revenue growth rate goals set forth in the Award Agreement,
the PSUs will vest following the completion of each calendar year in the
three-year performance period.
Under the Award Agreement, upon the executive's Termination of Service for Good
Reason or the executive's Termination of Service by the Company without Cause
(each as defined in the executive's Employment Agreement), the executive's PSUs
would vest at target performance as of the date of termination of services, as
applicable. If a Change in Control occurs prior to the PSU Vesting Date (as
defined in the Award Agreement), the executive's PSUs would vest at maximum
performance. Upon an executive's termination of service by the Company for
Cause, all PSUs awarded under the Award Agreement would be immediately
forfeited.
The foregoing description of the Award Agreement does not purport to be complete
and is qualified in its entirety by reference to the copy of the Award Agreement
filed as Exhibit 99.1 to this report.
Section 9 - Financial Statements and Exhibits
Item 9.01 - Financial Statements and Exhibits
(d): The following exhibits are being filed herewith:
Exhibit
Number                Description

                        Form of Performance Restricted Stock Unit Agreement (Executive Employee)
99.1                  pursuant to the Workiva Inc. 2014 Equity Incentive Plan

104                   Cover Page Interactive Data File (embedded within the Inline XBRL document)

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