Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 9, 2023, Jeffrey D. Trom informed Workiva Inc. (the "Company") of his
intention to retire as Chief Technology Officer of the Company, effective as of
February 1, 2023. Thereafter, Mr. Trom will provide services to the Company as a
non-executive consultant.
In connection with this announcement and new role, the Company and Mr. Trom
mutually agreed to terminate his existing employment agreement and enter into a
12-month consulting agreement (the "Agreement"), which provides for a monthly
retainer of $10,000, to consult on a periodic basis with the Company's research
and development leadership. The Agreement contains non-competition and non-hire
clauses customary for agreements of this type. Either party may terminate the
consulting relationship at any time and for any reason. In the event of a
termination, the Compensation Committee of the Board of Directors may in its
discretion either accelerate any unvested restricted stock units ("RSUs") or
enable the RSUs to vest in accordance with the terms of those awards and the
Workiva Inc. 2014 Equity Incentive Plan, as applicable. Mr. Trom will also be
eligible to continue participating in the Company's health insurance plan under
COBRA for 18 months following the effective date of his retirement.
The foregoing description of the Agreement does not purport to be complete and
is qualified in its entirety by reference to the copy of the Agreement filed as
Exhibit 99.1 to this report.
Item 9.01 - Financial Statements and Exhibits
(d): The following exhibits are being filed herewith:
Exhibit
Number Description
Consulting Agreement between Workiva Inc. and Jeffrey D. Trom
99.1 dated January 9 , 202 3
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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