UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 1, 2014

INNERWORKINGS, INC.

(Exact name of registrant as specified in its charter)

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:

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

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

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

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

Explanatory Note

This Form 8-K/A is filed to correct clerical errors with respect to the weighted average shares outstanding, diluted for each of the periods presented for the year ended December 31, 2012 contained in the Current Report on Form 8-K that was filed with the Securities and Exchange Commission on April 1, 2014 (the “Original Form 8-K”).  No other numbers presented in the Original Form 8-K changed as a result of these clerical errors.  The Original Form 8-K is hereby amended and restated in its entirety as follows.

On March 18, 2014, InnerWorkings, Inc. (the “Company”) filed its Form 10-K for the year ended December 31, 2013 (the “2013 10-K”). Based on the restated financial statements included in the 2013 10-K, the Company is now supplementally providing for the periods presented below Adjusted EBITDA and Non-GAAP diluted earnings per share, which are defined as "non-GAAP financial measures" by the Securities and Exchange Commission. The Company believes that Non-GAAP Adjusted EBITDA and Non-GAAP diluted earnings per share provide useful information to investors because they provide information about the estimated financial performance of the Company's ongoing business. Non-GAAP Adjusted EBITDA and Non-GAAP diluted earnings per share are used by management in its financial and operational decision-making and evaluation of overall operating performance. Non-GAAP Adjusted EBITDA and Non-GAAP diluted earnings per share may be different from similar measures used by other companies. The presentation of this financial information, which is not prepared under any comprehensive set of accounting rules or principles, is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with generally accepted accounting principles and should be should be read in conjunction with the 2013 10-K. Adjusted EBITDA and Non-GAAP diluted earnings per share, as well as a reconciliation of these non-GAAP financial measures to the nearest comparable GAAP measures, are presented below.

*The information furnished under Item 7.01 of this Current Report on Form 8-K is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. 

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.