8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 2, 2008

INNERWORKINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-52170	20-5997364
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

600 West Chicago Avenue Suite 850 Chicago, Illinois	60654
(Address of principal executive offices)	(Zip Code)

(312) 642-3700

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) Effective September 2, 2008, Arthur K. Harrell resigned as the Executive Vice President of Sales of InnerWorkings, Inc. (the “Company”). Mr. Harrell will continue to provide account development services to the Company as an independent contractor for a period of six months (which period may be extended upon the mutual agreement of Mr. Harrell and the Company).

(c) Effective September 2, 2008, the Company appointed Ryan G. Irwin, age 42, as its Executive Vice President of Sales. From September 2002 through August 2008, Mr. Irwin held various positions at Ariba, Inc., a provider of on-demand spend management solutions, and most recently served as its Vice President of North American Enterprise Sales. Mr. Irwin holds a bachelor’s degree from the University of Detroit and is a graduate of the Executive Scholar Program at Northwestern University’s Kellogg Graduate School of Management. Mr. Irwin will receive an initial base salary of $250,000 per annum and will be eligible for an annual performance bonus under the InnerWorkings Annual Incentive Plan. Mr. Irwin’s annual target bonus amount will initially be equal to 30% of his base salary. The Company has also agreed to grant Mr. Irwin $1,333,000 in stock-based compensation, consisting of 50% in common stock options, which will vest ratably over a four-year period, and 50% in restricted shares of common stock, which also will vest ratably over a four-year period. These awards will also be subject to the Company’s standard terms and conditions for stock option and restricted stock grants.

(d) On August 28, 2008, the Company issued a press release announcing that, effective September 2, 2008, Charles K. Bobrinskoy and Eric P. Lefkofsky had been appointed to the Company’s Board of Directors. Mr. Bobrinskoy is the Vice Chairman, Director of Research at Ariel Investments. Additionally, he is a Co-Portfolio Manager of Ariel Focus Fund, a concentrated portfolio investing in mid-to-large cap companies. In connection with Mr. Bobrinskoy’s appointment, he was granted options to purchase 50,000 shares of the Company’s common stock at an exercise price of $11.86 per share. These options will vest ratably over a five-year period and are also subject to the Company’s standard terms and conditions for stock option grants. Mr. Lefkofsky is a founder of the Company and is currently the President of Blue Media, LLC, a Chicago-based private equity and consulting firm focused on applied technology. Messrs. Bobrinskoy and Lefkofsky’s committee assignments have not yet been determined. A copy of the press release announcing the appointments of Messrs. Bobrinskoy and Lefkofsky is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.	Description
99.1	Press Release dated August 28, 2008.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	INNERWORKINGS, INC.
Dated: September 8, 2008	By:	/s/ Joseph M. Busky
	Name:	Joseph M. Busky
	Title:	Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	Press Release dated August 28, 2008.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

CONTACT:

Mark Desky

(312) 604-5470

mdesky@inwk.com

InnerWorkings Appoints Two New Board Members

Chicago, IL, August 28, 2008 – InnerWorkings, Inc. (NASDAQ: INWK), a leading global provider of managed print and promotional solutions to corporate clients, today announced that Charles K. Bobrinskoy and Eric P. Lefkofsky have been appointed to its Board of Directors, effective September 2, 2008.

“Charlie and Eric’s backgrounds will augment the considerable management experience of our current Board,” said John R. Walter, Chairman of InnerWorkings. “Charlie’s strong domestic and international financial experience coupled with Eric’s entrepreneurial acumen and background in launching successful technology-driven companies, including InnerWorkings, will help us guide the Company to its next level of growth.”

Mr. Bobrinskoy is currently Vice Chairman, Director of Research at Ariel Investments. Additionally, he is a Co-Portfolio Manager of Ariel Focus Fund, a concentrated portfolio investing in mid-to-large cap companies. Prior to Ariel, Mr. Bobrinskoy spent 21 years as an investment banker at Salomon Brothers and its successor company, Citigroup, where he held many leadership positions, most recently Managing Director and Head of North American Investment Banking Branch Offices. In addition to his work at Ariel, Mr. Bobrinskoy serves on the boards of the Museum of Science and Industry, La Rabida Children’s Foundation, the Big Shoulders Fund, the Juvenile Protective Association and Duke University’s Library Board. He holds a bachelor’s degree from Duke University and a Masters in Business Administration from the University of Chicago.

Mr. Lefkofsky is a founder of InnerWorkings. He is currently the President of Blue Media, LLC, a Chicago-based private equity and consulting firm focused on applied technology. He is also a founder and director of several other firms, including Echo Global Logistics, Inc., a technology-enabled transportation and logistics outsourcing firm; MediaBank, LLC, a leading provider of integrated media procurement technology; and ThePoint, Inc., an online collective action website. Mr. Lefkofsky serves on the board of directors of Children’s Memorial Hospital, the board of trustees of the Steppenwolf Theatre and the board of governors of The Art

Institute of Chicago. He is also a member of the Chicago 2016 Olympic Committee. Mr. Lefkofsky is the author of Accelerated Disruption and a guest professor at Northwestern University’s Kellogg Graduate School of Management. Mr. Lefkofsky holds a bachelor’s degree from the University of Michigan and a Juris Doctor degree from the University of Michigan Law School.

About InnerWorkings, Inc.

InnerWorkings, Inc. (NASDAQ: INWK) is a leading global provider of managed print and promotional solutions to corporate clients across a wide range of industries. With proprietary technology, an extensive supplier network and domain expertise, the Company procures, manages and delivers printed materials and promotional products as part of a comprehensive outsourced enterprise solution. The Company is based in Chicago with other offices in the United States and in the United Kingdom. For more information on InnerWorkings, visit: www.inwk.com.

Forward-Looking Statements

This release contains statements relating to future results. These statements are forward-looking statements under the federal securities laws. We can give no assurance that any future results discussed in these statements will be achieved. Any forward-looking statements represent our views only as of today and should not be relied upon as representing our views as of any subsequent date. These statements are subject to a variety of risks and uncertainties that could cause our actual results to differ materially from the statements contained in this release. For a discussion of important factors that could affect our actual results, please refer to our SEC filings, including the “Risk Factors” section of the most recent Form 10-K we filed with the SEC.