Form 10-K WORKIVA INC For: Dec 31
AMENDMENT NO. 1
TO THE
WORKIVA INC.
NONQUALIFIED DEFERRED COMPENSATION PLAN
WHEREAS, Workiva Inc. (the “Company”) maintains the Workiva Inc. Nonqualified Deferred Compensation Plan (the “Plan”);
WHEREAS, the Company wishes to amend the Plan to reflect the procedures applicable to claims involving disability determinations filed after April 1, 2018;
NOW, THEREFORE, the Plan is hereby amended as follows effective April 1, 2018:
1. Section 1.13 of the Plan is amended to read as follows:
1.13 “Disability” means, consistent with the requirements of Section 409A and effective for claims initially filed after April 1, 2018, that the Participant (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Company (a “Disability Plan”). Alternatively, a Participant will be deemed disabled if determined to be disabled in accordance with a disability insurance program, provided the definition of disability under such insurance program complies with the disability definition in the preceding sentence (a “Disability Insurance Program”). In order to establish that a Participant is Disabled, the Participant must submit to the Committee or its designee a copy of the disability determination made by the Disability Plan or the Disability Insurance Program. In the case of a Participant who is not covered by a Disability Plan or a Disability Insurance Program, the Claims Procedures for Certain Disability Determinations adopted by the Committee shall apply.
2. Section 10.5 of the Plan is amended by adding the following at the end thereof:
Notwithstanding the foregoing, a claim that involves a determination of disability shall be subject to the special rules for disability claims set forth in the regulations under section 503 of ERISA, as described in the Claims Procedures for Certain Disability Determinations adopted by the Committee.
IN WITNESS WHEREOF, this Amendment No. 1 to the Plan has been executed on behalf of Workiva Inc. this 26th day of December, 2018.
WORKIVA INC. | |||||
By: /s/ Troy M. Calkins | |||||
Title: Exec. V.P. and Chief Legal and Admin. Officer | |||||
SUBSIDIARIES OF WORKIVA INC.
Name | Jurisdiction | ||||||||||
Workiva International LLC | Delaware | ||||||||||
Workiva Canada ULC | Canada | ||||||||||
Workiva Netherlands B.V. | Netherlands | ||||||||||
Workiva UK Limited | United Kingdom | ||||||||||
Workiva Holdings Limited | United Kingdom | ||||||||||
Workiva Singapore Pte. Ltd. | Singapore | ||||||||||
| Workiva Hong Kong Limited | Hong Kong | ||||||||||
| Workiva Australia Pty. Ltd. | Australia | ||||||||||
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the following registration statements:
1.Registration Statement (Form S-3 No. 333-219665) of Workiva Inc.,
2.Registration Statement (Form S-8 No. 333-217667) pertaining to the 2017 Employee Stock Purchase Plan of Workiva Inc.,
3.Registration Statement (Form S-8 No. 333-212869) pertaining to the 2014 Equity Incentive Plan of Workiva Inc.,
4.Registration Statement (Form S-8 No. 333-200975) pertaining to the 2014 Equity Incentive Plan and Amended and Restated 2009 Unit Incentive Plan of Workiva Inc., and
5.Registration Statement (Form S-8 No. 333-226647) pertaining to the 2014 Equity Incentive Plan and Amended and Restated 2009 Unit Incentive Plan of Workiva Inc.
of our reports dated February 20, 2019, with respect to the consolidated financial statements of Workiva Inc., and the effectiveness of internal control over financial reporting of Workiva Inc. included in this Annual Report (Form 10-K) for the year ended December 31, 2018.
/s/ Ernst & Young LLP
Chicago, Illinois
February 20, 2019
CERTIFICATION UNDER SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Martin J. Vanderploeg, Ph.D., certify that:
1. I have reviewed this Annual Report on Form 10-K of Workiva Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
| February 20, 2019 | /s/ Martin J. Vanderploeg, Ph.D. Martin J. Vanderploeg, Ph.D. President and Chief Executive Officer (Principal Executive Officer) | |||||||
CERTIFICATION UNDER SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, J. Stuart Miller, certify that:
1. I have reviewed this Annual Report on Form 10-K of Workiva Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
| February 20, 2019 | /s/ J. Stuart Miller J. Stuart Miller Executive Vice President and Chief Financial Officer (Principal Financial Officer) | |||||||
CERTIFICATION UNDER SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
I, Martin J. Vanderploeg, President and Chief Executive Officer of Workiva Inc. (the “Company”), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
1.the Annual Report on Form 10-K of the Company for the period ended December 31, 2018 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2.the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the periods presented therein.
| February 20, 2019 | /s/ Martin J. Vanderploeg, Ph.D. Martin J. Vanderploeg, Ph.D. President and Chief Executive Officer (Principal Executive Officer) | |||||||
CERTIFICATION UNDER SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
I, J. Stuart Miller, Chief Financial Officer of Workiva Inc. (the “Company”), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
1.the Annual Report on Form 10-K of the Company for the period ended December 31, 2018 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2.the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the periods presented therein.
| February 20, 2019 | /s/ J. Stuart Miller J. Stuart Miller Executive Vice President and Chief Financial Officer (Principal Financial Officer) | |||||||