Item 5.03 Amendment to Bylaws and Articles of Incorporation
On February 25, 2025, the Board of Directors (the "Board") of Upland Software, Inc. (the "Company") approved an amendment (the "Amendment") to the Second Amended and Restated Bylaws (the "Bylaws") of the Company, which became effective immediately. The Amendment clarifies the voting standard for matters other than the election of directors. Except as described herein, the Bylaws otherwise remain unchanged.
The foregoing description of the Amendment does not purport to be complete and is qualified entirely by reference to the full text of the Amendment, which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.