{"schema_version":"secwatch.filing_event.v1","accession":"0001627475-23-000039","form_type":"8-K","ticker":"UPWK","cik":"0001627475","company_name":"UPWORK, INC","filed_at":"2023-06-12T23:59:59+00:00","discovered_at":"2026-05-14T18:03:39.729815+00:00","generated_at":"2026-06-14T02:58:00.229183+00:00","sec_items":["5.03","5.07","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.4,"calibrated_materiality_score":0.4,"confidence":"high","headline":"Upwork shareholders approve officer exculpation provision; Srinivasan and Steele re-elected","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001627475-23-000039","json":"https://secwatch.observer/filing/0001627475-23-000039.json","markdown":"https://secwatch.observer/filing/0001627475-23-000039.md","text":"https://secwatch.observer/filing/0001627475-23-000039.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1627475/000162747523000039/0001627475-23-000039-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1627475/000162747523000039/upwork-20230609.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-14T02:58:00.229183+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"4e927651587e2f19bebc39a994d8f76344dbe2a4","claim":"UPWORK, INC: Adopted restated certificate of incorporation to include officer exculpation provision and other technical changes (effective 2023-06-09).","evidence_excerpt":"On June 9, 2023, the Company filed the Restated Certificate with the Delaware Secretary of State, and the Restated Certificate became effective on filing.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1627475/000162747523000039/0001627475-23-000039-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2023-06-09"}],"fact_type":"governance_change"},{"claim_id":"706603c928ffc6205416e34310971d30a3539858","claim":"UPWORK, INC shareholders approved Election of two directors to serve for three-year terms expiring at the 2026 annual meeting.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1627475/000162747523000039/0001627475-23-000039-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"}],"fact_type":"shareholder_vote"},{"claim_id":"8911cf5afdc51236104221197871e1d9de15ee51","claim":"UPWORK, INC shareholders approved Approval of Restated Certificate of Incorporation.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1627475/000162747523000039/0001627475-23-000039-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"}],"fact_type":"shareholder_vote"},{"claim_id":"a1120259c21ff2695b102c4cb8ad68fa9b672780","claim":"UPWORK, INC shareholders approved Ratification of appointment of PricewaterhouseCoopers LLP as independent registered accounting firm for year ending December 31, 2023.","evidence_excerpt":"Votes For Votes Against Abstentions 104,571,120 75,277 15,778 There were no broker non-votes on Proposal Two.","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1627475/000162747523000039/0001627475-23-000039-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"}],"fact_type":"shareholder_vote"},{"claim_id":"f05e189211c3a143b62e5cef966381cdb3284dcd","claim":"UPWORK, INC shareholders approved Advisory vote on the compensation of named executive officers.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1627475/000162747523000039/0001627475-23-000039-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"passed"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}