Upwork Inc.

06/05/2026 | Press release | Distributed by Public on 06/05/2026 07:28

Proxy Results, Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed, Leela Srinivasan did not stand for re-election as a member of the board of directors, or the Board, of Upwork Inc., or the Company, at the Company's 2026 annual stockholder meeting held on June 4, 2026, or the Annual Meeting, and Anilu Vazquez-Ubarri resigned from the Board effective immediately prior to the election of directors at the Annual Meeting. In connection with the resignation of Ms. Vazquez-Ubarri, the Class III directorship held by Ms. Vazquez-Ubarri was eliminated by the Board and was reassigned as a Class II directorship. Further, in connection with the departures of Mses. Srinivasan and Vazquez-Ubarri, the Board, at the recommendation of its nominating and governance committee, nominated each of Claire Bramley and David Lissy for election as a Class II director at the Annual Meeting.
On April 17, 2026, subject to Ms. Bramley's and Mr. Lissy's elections at the Annual Meeting, the Board appointed each of Ms. Bramley and Mr. Lissy to serve as a member of the Board's audit, risk and compliance committee effective immediately following the Annual Meeting.
There is no arrangement or understanding between either of Ms. Bramley or Mr. Lissy and any other persons pursuant to which either of Ms. Bramley or Mr. Lissy was selected as a director. Neither Ms. Bramley nor Mr. Lissy has any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Each of Ms. Bramley's and Mr. Lissy's compensation will be pursuant to the Company's amended and restated non-employee director compensation program, as described in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 23, 2026.
Each of Ms. Bramley and Mr. Lissy has also entered into the Company's standard form of indemnity agreement, which is attached as Exhibit 10.1 to the Company's Registration Statement on Form S-1 filed with the Securities and Exchange Commission on September 6, 2018 (File No. 333-227207).
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 4, 2026, the Company held the Annual Meeting. At the Annual Meeting, there were present, in person or by proxy, holders of 105,739,271 shares of common stock, or approximately 86% of the total outstanding shares entitled to vote at the Annual Meeting, which constituted a quorum for the transaction of business. The holders present voted on the four proposals presented at the Annual Meeting as follows:
Proposal One - Election of Directors
The Company's stockholders approved the election of three directors, each to serve for a three-year term expiring at the 2029 annual meeting of stockholders and until such director's successor is elected and qualified, by the following votes:
Nominee
Votes For
Votes Against
Abstentions
Claire Bramley
92,646,852 246,370 2,951,648
David Lissy
92,511,000 377,773 2,956,097
Gary Steele
78,600,865 17,127,041 116,964
There were also 9,894,401 broker non-votes on Proposal One.
Proposal Two - Ratification of Appointment of Independent Registered Public Accounting Firm
The Company's stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered accounting firm for the year ending December 31, 2026, by the following votes:
Votes For
Votes Against
Abstentions
105,217,897 384,881 136,493
There were no broker non-votes on Proposal Two.
Proposal Three - Advisory Vote to Approve Named Executive Officer Compensation
The Company's stockholders approved, on a non-binding advisory basis, the compensation of the Company's named executive officers.
Votes For
Votes Against
Abstentions
68,934,395 26,782,943 127,532
There were also 9,894,401 broker non-votes on Proposal Three.
Proposal Four - Advisory Vote on the Frequency of Future Advisory Votes to Approve Named Executive Officer Compensation
The Company's stockholders selected, on a non-binding advisory basis, a frequency of every one year for future non-binding advisory votes to approve the compensation of the Company's named executive officers.
1 Year
2 Years
3 Years
Abstentions
95,406,283 16,928 370,119 51,540
There were also 9,894,401 broker non-votes on Proposal Four.
Based on these results and consistent with the Board's recommendation, the Board has determined that the Company will hold future non-binding advisory votes to approve the compensation of the Company's named executive officers every one year, until the next advisory vote on the frequency of such future advisory votes, which is expected to be held at the Company's 2032 annual meeting of stockholders.
Upwork Inc. published this content on June 05, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on June 05, 2026 at 13:28 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]