Workiva Inc. (WK) Earnings Call Transcript & Summary

Hello, and welcome to the 2020 Annual Meeting of Stockholders of Workiva Inc. Please note, this meeting is being recorded. It is now my pleasure to turn today's meeting over to David Mulcahy, Chairman of the Board of Directors of the company. Mr. Mulcahy, the floor is yours.

Good morning, ladies and gentlemen. It is my pleasure to welcome all of you to the 2020 Annual Meeting of the Stockholders of Workiva Inc. I am David Mulcahy, Chairman of the Board of Directors of the company. Due to the public health and safety concerns related to the coronavirus pandemic and recommendations and orders from federal and Illinois authorities, we are holding our annual meeting in a virtual format this year. It is 10:00 A.M. Central Time. And at this time, I call the meeting to order. At this time, I would like to ask Troy Calkins to go over some of the administrative details.

Welcome again to the Sixth Annual Meeting of Workiva Inc. I am Troy Calkins, Executive Vice President, Chief Administrative Officer and Corporate Secretary of the company. Before we begin, the agenda and rules of procedure for the meeting are available through the virtual meeting platform. We will first conduct the formal business of the meeting. Following that, there will be an opportunity for questions at the end of the meeting. The principal business of today's meeting is: first, to elect 2 Class III directors to our Board of Directors to serve 3-year terms expiring at the 2023 Annual Meeting of Stockholders; second, to approve on an advisory basis the compensation of our named executive officers; and third, to ratify the appointment of Ernst & Young, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020. As our Bylaws provide, Mr. Mulcahy will act as Chairman of the meeting, and I will act as Secretary of the meeting. Before we move to official business, I would like to ask Mr. Mulcahy to introduce the other members of the Board of Directors who are participating in our virtual meeting today.

Thanks, Troy. Joining us today are fellow directors, Brigid Bonner, Michael Crow, Robert Herz, Eugene Katz, Suku Radia, Marty Vanderploeg. And in addition, a number of other company officers are participating in the meeting today. I would also like to introduce Kimberlee Gillespie who is a partner with Ernst & Young, LLP, our independent registered public accounting firm. Ms. Gillespie will have an opportunity to make a statement, if she desires to do so, and to respond to appropriate questions at the end of the meeting. At this time, I would like to call on Mr. Calkins to explain our process for distributing proxy materials.

As permitted under SEC rules, we sent a Notice of Internet Availability of Proxy Materials to each stockholder of record as of March 20, 2020. The Notice of Internet Availability contained instructions on how stockholders could access our proxy materials via the Internet and how stockholders could request copies if desired. On April 17, 2020, we filed supplemental proxy materials with the SEC and posted them on our website that contained further instructions regarding the change of format to a virtual meeting. Our stockholders had the right to vote their shares via the Internet, by telephone, by mail or virtually at this meeting. I have a copy of an affidavit of mailing from Computershare Communication Services, Inc., an affiliate of Computershare, Inc., our transfer agent, stating that the Notice of Internet Availability was mailed on March 31, 2020, to each stockholder of record as of the record date, March 20, 2020. This affidavit will be filed with the minutes of the meeting. Computershare Trust Company, N.A., the company's transfer agent and registrar has been appointed to act as the Inspector of Election for the meeting and any adjournment or postponement of this meeting. John Ruocco, as a representative of Computershare, has signed an oath to act as Inspector of Election, and this oath will be filed with the minutes of this meeting. If there is any person present holding a proxy that has not yet submitted it to vote, please submit it now the via the virtual meeting platform. The inspector will record the proxies at this time. The inspector has the stockholder list of the company as of March 20, 2020, the record date for the meeting, which shows the stockholders and their respective numbers of shares entitled to vote at this meeting. A duplicate record has been available for inspection by any stockholder for the last 10 days immediately preceding the date of this meeting. The list is also available at this meeting if any stockholder wishes to examine it and will be filed with the minutes of the meeting. The list can be downloaded from the virtual meeting platform.

At this time, I would like to call on Mr. Calkins to report on the number of shares outstanding and entitled to vote and the number of those shares represented at this meeting, either in person or by proxy.

Mr. Chairman, there were 38,440,974 shares of our Class A common stock and 8,595,596 shares of our Class B common stock outstanding and entitled to vote on March 20, 2020, the record date for this meeting. Each share of Class A common stock is entitled to 1 vote and each share of Class B common stock is entitled to 10 votes. Shares of our Class A common stock and our Class B common stock representing at least 92.03% of the total outstanding voting power are represented in person or by proxy at this meeting. Since the majority in voting power of the shares of our common stock issued and outstanding and entitled to vote at this meeting is present or represented by proxy, we have a quorum.

Mr. Calkins has advised us that a quorum is present at this meeting. So I declare the meeting duly and lawfully convened. The meeting is now open and ready for business. I declare the polls open to vote on the motions to be presented. If you have not turned in a proxy and instead wish to vote now, please submit your ballot via the virtual platform. Mr. Calkins, were there any stockholder nominations or other proposals for business for this meeting properly filed with you as Secretary of the company.

No, there were not.

Since no stockholder nominations or proposals were properly filed in advance of this meeting, the business of the meeting is limited to the 3 proposals on the agenda. The first item of business is the election of directors. As stated in our proxy statement, Michael M. Crow, Ph.D. and Eugene S. Katz are currently directors and have been nominated for reelection as Class III directors to serve 3-year terms expiring at the 2023 Annual Meeting of Stockholders. The Board of Directors recommends a vote for the election of Dr. Crow and Mr. Katz as Class III directors. Since no other nominations for directors have been received, I declare the nominations closed, and we will proceed with voting. A motion to elect Dr. Crow and Mr. Katz is now in order.

I hereby move that Dr. Crow and Mr. Katz be elected as Class III directors to serve until the 2023 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified.

Does anyone second the motion?

I second the motion.

Thank you. The next item of business is to approve on an advisory basis the compensation of our named executive officers as described in the company's proxy. The Board of Directors recommends a vote for this proposal. A motion to approve the compensation of our named executive officers is now in order.

I hereby move that the compensation of our named executive officers, as described in the company's proxy, be approved.

Does anyone second the motion?

I second the motion.

Thank you. The next item of business is to ratify the appointment of Ernst & Young, LLP, our independent registered public accounting firm for the fiscal year ending December 31, 2020. The Board of Directors recommends a vote for this proposal. A motion to ratify the independent registered public accounting firm is now in order.

I hereby move that the appointment of Ernst & Young, LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2020, be ratified.

Does anyone second the motion?

I second the motion.

Are there any questions or comments on these motions?

We have received none.

Okay. Hearing none, the polls are now closed. The Inspector of Election will now tabulate the votes, and then we will share the Inspector of Election's report of the results of the voting. I understand that the votes have been counted. I will now ask Mr. Calkins to share the Inspector of Election's report on the results of the voting.

Dr. Crow and Mr. Katz have been elected as Class III directors to serve 3-year terms expiring at the 2023 Annual Meeting of Stockholders. Each candidate received the plurality of the votes cast at the meeting. The advisory proposal on named executive officer compensation has been approved by a majority of the votes cast at the meeting. The ratification of the appointment of Ernst & Young as our independent registered public accounting firm for the year ending December 31, 2020, has been approved by a majority of the votes cast at the meeting. I will file the final report of the Inspector of Election with the minutes of this meeting. This concludes the formal business to be conducted at the 2020 Annual Meeting of Stockholders.

Thank you, Troy. A motion to adjourn the meeting is now in order.

I hereby move to adjourn the 2020 Annual Meeting of Stockholders.

Does anyone second the motion?

I second the motion.

Okay. The formal portion of our meeting is now adjourned. That concludes our formal meeting. We will now respond to any questions from our stockholders that are submitted through the virtual meeting platform. You may also ask any questions of Ernst & Young, LLP. And Ms. Gillespie may make a statement if she desires to do so. Please limit your questions to matters that may concern all shareholders. Any matter of individual concern to a stockholder should be raised after the meeting when representatives of the company will be present to respond to your questions.

Mr. Chairman, I've been informed that we have received no questions from stockholders. And I have been informed by Ms. Gillespie that she does not desire to make a statement.

Thank you, Troy. During that, I will now conclude our Annual Meeting of Stockholders. Thank you all for participating in today's meeting and for the interest you have shown in Workiva.

This concludes the meeting. You may now disconnect.