WORKIVA INC CLASS A (WK)
Sector: Information Technology
2026 Annual Meeting Analysis
WORKIVA INC CLASS A · Meeting: May 28, 2026
Directors FOR
1
Directors AGAINST
2
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Class III Directors
Against Analysis
Dr. Crow has served on Workiva's board since 2014, giving him full responsibility for the company's sustained underperformance — Workiva's stock fell roughly 41% over the past three years while the XLK technology ETF rose about 111%, a gap of more than 150 percentage points that far exceeds the 30-point trigger threshold; the five-year picture is equally poor, so the long-term mitigant does not apply.
Ms. Iskow has served as a director since 2021, meaning her tenure substantially overlaps with the three-year underperformance period during which Workiva's stock dropped roughly 41% while the XLK technology ETF gained about 111% — a gap exceeding 150 percentage points that triggers a no vote; as CEO she bears direct accountability for performance outcomes, and the five-year return picture is similarly poor, so the long-term mitigant does not apply.
For Analysis
Mr. Herren joined the board effective March 1, 2026, which is less than 24 months before the meeting date, so he is fully exempt from the TSR underperformance trigger under the new-director exemption; he brings strong SaaS and CFO credentials from Cisco and Autodesk that are directly relevant to Workiva's business.
Of the three Class III director nominees, R. Scott Herren receives a FOR vote because he joined the board in early 2026 and is exempt from the TSR trigger as a new director. Michael Crow and Julie Iskow both receive AGAINST votes because Workiva's stock has fallen roughly 41% over three years while the XLK technology ETF rose about 111% — a gap of more than 150 percentage points that far exceeds the policy's 30-point threshold for companies with negative absolute returns. Both directors have tenure that fully overlaps the underperformance period, and the five-year track record does not provide a mitigating offset.
Say on Pay
✓ FORCEO
Julie Iskow
Total Comp
$15,640,220
Prior Support
91%%
CEO Julie Iskow received total compensation of approximately $15.6 million in 2025, which is within a reasonable range for a CEO of a $3.3 billion market-cap SaaS company with strong revenue growth of nearly 20% and significant operational improvement. The pay structure is heavily weighted toward variable compensation — roughly 96% of total pay comes from equity awards and performance-based bonuses, well above the 50-60% minimum threshold — and the short-term bonus plan paid out based on three measurable financial metrics (revenue growth, non-GAAP operating income, and operating cash flow) that were all achieved at or above target. Prior-year shareholder support was 91%, well above the 70% threshold, the company has a meaningful clawback policy, and while the stock has underperformed XLK, the incentive pay structure includes genuine performance conditions rather than guaranteed payouts, so the compensation design passes the policy screens.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing does not provide a clear auditor fee table with specific dollar amounts, and EY tenure is not explicitly disclosed; under policy, both triggers require confirmed data to fire, so neither the non-audit fee ratio nor the tenure threshold can be evaluated, and the default vote is FOR. EY is a Big 4 firm fully adequate for a $3.3 billion public company, and no material restatements are disclosed.
Overall Assessment
The 2026 Workiva annual meeting covers four proposals: a director election slate of three Class III nominees, an advisory vote on executive pay, an equity plan share increase, and auditor ratification. Two of the three director nominees — long-tenured board members Michael Crow and CEO Julie Iskow — receive AGAINST votes due to severe stock underperformance (Workiva down ~41% over three years versus XLK up ~111%), while new director Scott Herren is exempt as a recent appointee; the Say on Pay vote receives a FOR given strong pay-for-performance structure and 91% prior-year support, and the auditor ratification receives a FOR absent confirmed fee or tenure data to trigger a negative vote.
Compensation Peer Group
1 companies disclosed in 2026 proxy filing