Shareholders approve NOL-protection rights plan and new equity plan at annual meeting

Upland Software, Inc.

Approved 2024 Tax Benefit Preservation Plan to guard NOLs; one preferred stock purchase right per share dividend.
Approved 2024 Omnibus Incentive Plan authorizing up to 3.2M new shares plus shares from prior plan.
Elected directors Steven E. Courter and Teresa Miles Walsh; ratified EY as auditor for 2024.
Advisory say-on-pay approved with ~96% of votes cast in favor (22.6M for, 1.05M against).
Rights dividend record date June 15, 2024; Broadridge Corporate Issuer Solutions as Rights Agent.

item 1.01 item 5.07 item 3.03 item 5.02 item 9.01

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