Upwork amends bylaws to align with universal proxy rules and DGCL updates

UPWORK, INC

Board adopted amended and restated bylaws effective October 18, 2022.
Amendments add compliance with SEC Universal Proxy Rules (Rule 14a-19).
Limits stockholder nominee count to number of directors to be elected.
Updates notice provisions for electronic transmission under DGCL amendments.
Adds emergency bylaw provision for board quorum during crises.

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