Workiva Inc. (WK) Earnings Call Transcript & Summary

Hello, and welcome to the 2021 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 2021 Annual Meeting of Stockholders of Workiva Inc. I am David Mulcahy, Chairman of the Board of Directors of the company. We are pleased to be holding our annual meeting in a virtual format this year. It is 10:00 a.m. And at this time, I call the meeting to order. At this time, I'd like to ask Brandon Ziegler to go over some administrative details.

Welcome again to the Seventh Annual Meeting of Workiva Inc. I am Brandon Ziegler, Executive Vice President, Chief Legal Officer and Corporate Secretary of the company. Before we begin, the agenda and the rules of procedure for the meeting are available to 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. Principal business of today's meeting is: first, to elect 2 Class I Directors to our Board of Directors to serve 3-year term expiring at the 2024 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 ended December 31, 2021. 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, Brandon. Joining us today are Brigid Bonner, Michael Crow, Robert Herz, Julie Iskow, Suku Radia and Marty Vanderploeg. In addition, a number of our company's 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 Mr. Ziegler to explain our process for distributing the proxy materials.

Thanks, Dave. As permitted under SEC rules, we sent a notice of Internet availability of proxy materials, each stockholder of record as of April 5, 2021. The notice of Internet availability contained instructions on how stockholders could access our proxy materials via the Internet and how stockholders could request paper copies if desired. Our stockholders have 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., our mailing agent and an affiliate of Computershare, Inc., stating that the notice of Internet availability was mailed on April 19, 2021, to each stockholder of record as of the record date April 5, 2021. This affidavit will be filed with the minutes of the meeting. Computershare Trust Company, NA, the company's transfer agent and registrar and an affiliate of Computershare Inc., has been appointed to act as the Inspector of Election for the meeting and any adjournment or postponement of this meeting. Fred Papenmeier, 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 the meeting. If there is any person present holding a proxy that has not yet submitted to vote, please submit it now via the virtual meeting platform. The inspector will record the proxy at this time. The inspector has the stockholder list of the company as of April 5, 2021, the record date for the meeting, which shows the stockholders of their respective number of shares entitled to vote at this meeting. A duplicate record is available for inspection by any stockholder upon request. This list is also available at this meeting if any stockholder wishes to examine it and will be filed with the meeting.

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

Mr. Chairman, there were 42,102,011 shares of our Class A common stock and 7,824,610 shares of our Class B common stock outstanding and entitled to vote on April 5, 2021, a 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. At least 37,766,473 shares of our Class A common stock and at least 7,000,994 shares of our Class B common stock or 89.55% of the total outstanding voting power are represented in person or by proxy at this meeting. Since a majority in voting power of 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. Ziegler 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 or instead wish to vote now, please submit your ballot via the virtual platform. Mr. Ziegler, were there any stockholder nominations or other proposals for business for this meeting properly filed with you as secretary of the company?

No.

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. Robert Herz and David Mulcahy are currently Directors and have been nominated for reelections Class I Directors to serve 3-year terms expiring at the 2024 Annual Meeting of Stockholders. The Board of Directors recommends a vote for the election of Mr. Herz and Mr. Mulcahy as Class I Directors. Since no other nominations for Directors have been received, I declare the nominations closed, and we will proceed with the voting. A motion to elect Mr. Herz and Mr. Mulcahy is now in order.

I hereby move that Mr. Herz and Mr. Mulcahy be elected as Class I Directors to serve until the 2024 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified.

Does anyone second the motion?

I second the motion.

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.