--- schema_version: "secwatch.filing_event.v1" accession: "0001505155-23-000052" form_type: "8-K" ticker: "UPLD" cik: "0001505155" company_name: "Upland Software, Inc." filed_at: "2023-06-08T23:59:59+00:00" generated_at: "2026-06-14T04:54:01.520828+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.5 calibrated_materiality_score: 0.5 confidence: "high" source: SEC EDGAR --- # Upland Software stockholders approve 50% increase in authorized common stock and officer exculpation amendment ## Summary - Authorized common stock increased from 50M to 75M shares; amendment effective June 7, 2023. - Stockholders also approved adding officer exculpation under Delaware law (For: 23.96M, Against: 4.59M). - Director John T. McDonald re-elected with 26.85M votes for 2.61M withheld; broker non-votes 3.94M. - Advisory say-on-pay approved (For: 24.19M, Against: 5.25M); ratification of Ernst & Young approved (For: 31.28M). - Issuance of shares underlying Series A Preferred Stock in excess of 20% of common authorized (For: 21.99M, Against: 1.16M). ## SEC filing metadata - accession: 0001505155-23-000052 - form_type: 8-K - ticker: UPLD - cik: 0001505155 - company_name: Upland Software, Inc. - filed_at: 2023-06-08T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.5 - calibrated_materiality_score: 0.5 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1505155/000150515523000052/0001505155-23-000052-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1505155/000150515523000052/upld-20230607.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001505155-23-000052 - JSON: https://secwatch.observer/filing/0001505155-23-000052.json - Plain text: https://secwatch.observer/filing/0001505155-23-000052.txt ## Key facts - Governance Changes Upland Software, Inc.: Increased authorized shares of common stock from 50,000,000 to 75,000,000 (effective 2023-06-07). - Change: charter amendment - Effective: 2023-06-07 source text: The Certificate amends the Certificate of Incorporation to (i) increase the number of authorized shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), from 50,000,000 to 75,000,000 evidence_url: https://www.sec.gov/Archives/edgar/data/1505155/000150515523000052/0001505155-23-000052-index.htm - Governance Changes Upland Software, Inc.: Added provision for exculpation of officers from personal liability under certain circumstances as allowed by Delaware law (effective 2023-06-07). - Change: charter amendment - Effective: 2023-06-07 source text: and (ii) reflect new Delaware law provisions regarding exculpation of the Company’s officers from personal liability under certain circumstances as allowed by Delaware law. evidence_url: https://www.sec.gov/Archives/edgar/data/1505155/000150515523000052/0001505155-23-000052-index.htm - Shareholder Votes Upland Software, Inc. shareholders approved To approve, on an advisory basis, the compensation of the Company's named executive officers at the 2023-06-07 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-06-07 source text: The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers. The voting results were as follows. For Against Abstain Broker Non-Votes 24,194,028 5,249,359 15,513 3,944,230 evidence_url: https://www.sec.gov/Archives/edgar/data/1505155/000150515523000052/0001505155-23-000052-index.htm - Shareholder Votes Upland Software, Inc. shareholders approved To elect one Class III director to serve on the Company's board of directors until the Company's 2026 annual meeting of stockholders, or until a successor is duly elected and qualified at the 2023-06-07 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-06-07 source text: The stockholders elected one Class III director to serve on the Company’s board of directors until the Company’s 2026 annual meeting of stockholders, or until a successor is duly elected and qualified. The voting results were as follows. Director Nominee For Withhold Broker Non-Votes John T. (Jack) McDonald 26,846,419 2,612,481 3,944,230 evidence_url: https://www.sec.gov/Archives/edgar/data/1505155/000150515523000052/0001505155-23-000052-index.htm - Shareholder Votes Upland Software, Inc. shareholders approved To ratify the appointment of Ernst & Young, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023 at the 2023-06-07 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-06-07 source text: The stockholders ratified the appointment of Ernst & Young, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The voting results were as follows. For Against Abstain 31,276,403 2,123,652 3,075 evidence_url: https://www.sec.gov/Archives/edgar/data/1505155/000150515523000052/0001505155-23-000052-index.htm - Shareholder Votes Upland Software, Inc. shareholders approved To amend the Certificate of Incorporation to increase the number of authorized shares of Common Stock from 50 million to 75 million at the 2023-06-07 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-06-07 source text: The stockholders approved the amendment to the Certificate of Incorporation to increase the number of authorized shares of Common Stock from 50 million to 75 million. The voting results were as follows. For Against Abstain 31,127,246 2,269,533 6,351 evidence_url: https://www.sec.gov/Archives/edgar/data/1505155/000150515523000052/0001505155-23-000052-index.htm - Shareholder Votes Upland Software, Inc. shareholders approved To authorize, for purposes of complying with Nasdaq Listing Rules 5635(b) and (d), the issuance of shares of Common Stock underlying shares of Series A Preferred Stock in an amount equal to or in excess of 20% of the Common Stock outstanding immediately prior to the issuance of such Series A Preferr at the 2023-06-07 meeting. - Outcome: passed - Meeting: 2023-06-07 source text: The stockholders (excluding the holders of shares of Series A Preferred Stock) authorized, for purposes of complying with Nasdaq Listing Rules 5635(b) and (d), the issuance of shares of Common Stock underlying shares of Series A Preferred Stock in an amount equal to or in excess of 20% of the Common Stock outstanding immediately prior to the issuance of such Series A Preferred Stock (including upon the operation of anti-dilution provisions contained in the Certificate of Designation designating the terms of such Series A Preferred Stock). The voting results were as follows. For Against Abstain Broker Non-Votes 21,990,642 1,164,395 8,971 3,944,230 evidence_url: https://www.sec.gov/Archives/edgar/data/1505155/000150515523000052/0001505155-23-000052-index.htm - Shareholder Votes Upland Software, Inc. shareholders approved To amend the Certificate of Incorporation to provide for exculpation of officers of the Company from personal liability under certain circumstances as allowed by Delaware law at the 2023-06-07 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-06-07 source text: The stockholders approved the amendment to the Certificate of Incorporation to provide for exculpation of officers of the Company from personal liability under certain circumstances as allowed by Delaware law. The voting results were as follows. For Against Abstain Broker Non-Votes 23,962,032 4,588,364 908,504 3,944,230 evidence_url: https://www.sec.gov/Archives/edgar/data/1505155/000150515523000052/0001505155-23-000052-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.