Upwork Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders
$UPWK
EDP Services
Technology
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 2, 2025
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed, Elizabeth Nelson 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 2025 annual stockholder meeting held on June 5, 2025, or the Annual Meeting, and Gregory C. Gretsch retired from the Board effective as of the date of the Annual Meeting. In connection with Ms. Nelson's departure, the Board, at the recommendation of its nominating and governance committee, nominated Dana L. Evan for election as a Class I director at the Annual Meeting. In connection with Mr. Gretsch's departure, the Board, at the recommendation of its nominating and governance committee, appointed Glenn Kelman to serve as a Class III director effective as of the date of the Annual Meeting.
On June 2, 2025, subject to Ms. Evan's election at the Annual Meeting and in addition to her previously announced appointment to serve as the chair of the audit, risk and compliance committee of the Board, the Board appointed Ms. Evan to serve as a member of the Board's compensation committee and nominating and governance committee effective immediately following the Annual Meeting.
In addition, on June 2, 2025, the Board appointed Mr. Kelman as a member of the Board's compensation committee effective immediately following the Annual Meeting.
There is no arrangement or understanding between either of Ms. Evan or Mr. Kelman and any other persons pursuant to which either of Ms. Evan or Mr. Kelman was selected as a director. Neither Ms. Evan nor Mr. Kelman 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. Evan's and Mr. Kelman’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 25, 2025.
Each of Ms. Evan and Mr. Kelman 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 5, 2025, the Company held the Annual Meeting. At the Annual Meeting, there were present, in person or by proxy, holders of 113,717,118 shares of common stock, or approximately 85% 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 three 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 2028 annual meeting of stockholders and until such director’s successor is elected and qualified, by the following votes:
Nominee | Votes For | Votes Against | Abstentions | |||||||||||||||||
Thomas Layton | 87,529,677 | 18,068,666 | 45,120 | |||||||||||||||||
Dana L. Evan | 105,262,295 | 360,665 | 20,503 | |||||||||||||||||
Kevin Harvey | 91,447,794 | 14,150,635 | 45,034 | |||||||||||||||||
There were also 8,073,655 broker non-votes on Proposal One.
Proposal Two - Ratification of Appointment of Independent Registered 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, 2025 by the following votes:
Votes For | Votes Against | Abstentions | ||||||||||||
| 113,156,153 | 546,276 | 14,689 | ||||||||||||
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 | ||||||||||||
| 98,895,616 | 6,724,747 | 23,100 | ||||||||||||
There were also 8,073,655 broker non-votes on Proposal Three.
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 thereunto duly authorized.
| UPWORK INC. | |||||||||||
| Date: June 5, 2025 | By: | /s/ Jacob McQuown | |||||||||
| Jacob McQuown VP, Deputy General Counsel | |||||||||||