Upwork shareholders approve officer exculpation provision; Srinivasan and Steele re-elected

UPWORK, INC

Stockholders approved restated certificate to exculpate officers from monetary liability for breach of duty of care (89.4M for, 4.5M against).
Leela Srinivasan re-elected with 80.4M votes for (85.5% of votes cast excluding broker non-votes).
Gary Steele re-elected with 65.0M votes for (69.1% of votes cast) and 7.6M abstentions.
Advisory say-on-pay passed with 52.9M for (56.3%) – relatively low support.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

UPWORK, INC: Adopted restated certificate of incorporation to include officer exculpation provision and other technical changes (effective 2023-06-09).

Change: charter amendment
Effective: 2023-06-09

Exact text from the filing

On June 9, 2023, the Company filed the Restated Certificate with the Delaware Secretary of State, and the Restated Certificate became effective on filing.

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

UPWORK, INC shareholders approved Election of two directors to serve for three-year terms expiring at the 2026 annual meeting.

Proposal: director election
Outcome: passed

Exact text from the filing

Nominee Votes For Votes Against Abstentions Leela Srinivasan 80,449,520 13,582,196 20,826 Gary Steele 64,956,781 21,497,048 7,598,713 There were also 10,609,633 broker non-votes on Proposal One.

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

UPWORK, INC shareholders approved Approval of Restated Certificate of Incorporation.

Proposal: charter amendment
Outcome: passed

Exact text from the filing

Votes For Votes Against Abstentions 89,409,316 4,547,858 95,368 There were also 10,609,633 broker non-votes on Proposal Four.

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

UPWORK, INC shareholders approved Ratification of appointment of PricewaterhouseCoopers LLP as independent registered accounting firm for year ending December 31, 2023.

Proposal: auditor ratification
Outcome: passed

Exact text from the filing

Votes For Votes Against Abstentions 104,571,120 75,277 15,778 There were no broker non-votes on Proposal Two.

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

UPWORK, INC shareholders approved Advisory vote on the compensation of named executive officers.

Proposal: say on pay
Outcome: passed

Exact text from the filing

Votes For Votes Against Abstentions 52,910,473 35,638,826 5,503,243 There were also 10,609,633 broker non-votes on Proposal Three.

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89 governance changes filed in the last 30 days. Browse all governance changes →

UPWORK, INC filing history →

Source: SEC EDGAR

accession 0001627475-23-000039

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