---
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"
generated_at: "2026-06-14T02:58:00.229183+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.4
calibrated_materiality_score: 0.4
confidence: "high"
source: SEC EDGAR
---

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

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.4
- calibrated_materiality_score: 0.4
- confidence: high
- sec_items: 5.03, 5.07, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001627475-23-000039
- JSON: https://secwatch.observer/filing/0001627475-23-000039.json
- Plain text: https://secwatch.observer/filing/0001627475-23-000039.txt

## Key facts
- Governance Changes
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1627475/000162747523000039/0001627475-23-000039-index.htm
- Shareholder Votes
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1627475/000162747523000039/0001627475-23-000039-index.htm
- Shareholder Votes
  UPWORK, INC shareholders approved Approval of Restated Certificate of Incorporation.
  - Proposal: charter amendment
  - Outcome: passed
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1627475/000162747523000039/0001627475-23-000039-index.htm
- Shareholder Votes
  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
  source text: Votes For Votes Against Abstentions 104,571,120 75,277 15,778 There were no broker non-votes on Proposal Two.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1627475/000162747523000039/0001627475-23-000039-index.htm
- Shareholder Votes
  UPWORK, INC shareholders approved Advisory vote on the compensation of named executive officers.
  - Proposal: say on pay
  - Outcome: passed
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1627475/000162747523000039/0001627475-23-000039-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.