--- schema_version: "secwatch.filing_event.v1" accession: "0001627475-26-000036" form_type: "8-K" ticker: "UPWK" cik: "0001627475" company_name: "UPWORK, INC" filed_at: "2026-06-05T13:27:44+00:00" generated_at: "2026-06-05T13:29:11.084866+00:00" event_type: "leadership" sentiment: "neutral" materiality_score: 0.6 calibrated_materiality_score: 0.6 confidence: "high" source: SEC EDGAR --- # Upwork elects Bramley and Lissy to board; Steele re-elected with 17M against votes ## Summary - Leela Srinivasan did not stand for re-election; Anilu Vazquez-Ubarri resigned from board effective June 4, 2026. - Shareholders elected Claire Bramley and David Lissy as Class II directors with over 92M votes each. - Gary Steele re-elected with 78.6M for, 17.1M against votes (18% opposing). - Say-on-pay approved with 68.9M for, 26.8M against; advisory vote on frequency chose every 1 year. - Ratification of PwC as independent auditor passed with 105.2M for votes. ## SEC filing metadata - accession: 0001627475-26-000036 - form_type: 8-K - ticker: UPWK - cik: 0001627475 - company_name: UPWORK, INC - filed_at: 2026-06-05T13:27:44+00:00 - event_type: leadership - sentiment: neutral - materiality_score: 0.6 - calibrated_materiality_score: 0.6 - confidence: high - sec_items: 5.02, 5.07 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1627475/000162747526000036/0001627475-26-000036-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1627475/000162747526000036/upwork-20260604.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001627475-26-000036 - JSON: https://secwatch.observer/filing/0001627475-26-000036.json - Plain text: https://secwatch.observer/filing/0001627475-26-000036.txt ## Key facts - Executive change David Lissy was elected as Director at UPWORK, INC. - Action: elected - Role: Director source text: the Board, at the recommendation of its nominating and governance committee, nominated each of Claire Bramley and David Lissy for election as a Class II director at the Annual Meeting. evidence_url: https://www.sec.gov/Archives/edgar/data/1627475/000162747526000036/0001627475-26-000036-index.htm - Executive change Leela Srinivasan departed as Director at UPWORK, INC. - Action: did not stand for re-election - Role: Director source text: As previously disclosed, Leela Srinivasan did not stand for re-election as a member of the board of directors evidence_url: https://www.sec.gov/Archives/edgar/data/1627475/000162747526000036/0001627475-26-000036-index.htm - Executive change Claire Bramley was elected as Director at UPWORK, INC. - Action: elected - Role: Director source text: the Board, at the recommendation of its nominating and governance committee, nominated each of Claire Bramley and David Lissy for election as a Class II director at the Annual Meeting. evidence_url: https://www.sec.gov/Archives/edgar/data/1627475/000162747526000036/0001627475-26-000036-index.htm - Executive change Anilu Vazquez-Ubarri resigned as Director at UPWORK, INC. - Action: resigned - Role: Director source text: Anilu Vazquez-Ubarri resigned from the Board effective immediately prior to the election of directors at the Annual Meeting. evidence_url: https://www.sec.gov/Archives/edgar/data/1627475/000162747526000036/0001627475-26-000036-index.htm - Shareholder Votes UPWORK, INC shareholders approved Advisory Vote on the Frequency of Future Advisory Votes to Approve Named Executive Officer Compensation at the 2026-06-04 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2026-06-04 source text: Proposal Four - Advisory Vote on the Frequency of Future Advisory Votes to Approve Named Executive Officer Compensation The Company’s stockholders selected, on a non-binding advisory basis, a frequency of every one year for future non-binding advisory votes to approve the compensation of the Company’s named executive officers. 1 Year 2 Years 3 Years Abstentions 95,406,283 16,928 370,119 51,540 evidence_url: https://www.sec.gov/Archives/edgar/data/1627475/000162747526000036/0001627475-26-000036-index.htm - Shareholder Votes UPWORK, INC shareholders approved Ratification of Appointment of Independent Registered Public Accounting Firm at the 2026-06-04 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2026-06-04 source text: Proposal Two - Ratification of Appointment of Independent Registered Public Accounting Firm The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered accounting firm for the year ending December 31, 2026, by the following votes: Votes For Votes Against Abstentions 105,217,897 384,881 136,493 evidence_url: https://www.sec.gov/Archives/edgar/data/1627475/000162747526000036/0001627475-26-000036-index.htm - Shareholder Votes UPWORK, INC shareholders approved Advisory Vote to Approve Named Executive Officer Compensation at the 2026-06-04 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2026-06-04 source text: Proposal Three - Advisory Vote to Approve Named Executive Officer Compensation The Company’s stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers. Votes For Votes Against Abstentions 68,934,395 26,782,943 127,532 evidence_url: https://www.sec.gov/Archives/edgar/data/1627475/000162747526000036/0001627475-26-000036-index.htm - Shareholder Votes UPWORK, INC shareholders approved Election of three directors to serve for a three-year term expiring at the 2029 annual meeting at the 2026-06-04 meeting. - Proposal: director election - Outcome: passed - Meeting: 2026-06-04 source text: Proposal One - Election of Directors The Company’s stockholders approved the election of three directors, each to serve for a three-year term expiring at the 2029 annual meeting of stockholders and until such director’s successor is elected and qualified, by the following votes: Nominee Votes For Votes Against Abstentions Claire Bramley 92,646,852 246,370 2,951,648 David Lissy 92,511,000 377,773 2,956,097 Gary Steele 78,600,865 17,127,041 116,964 There were also 9,894,401 broker non-votes on Proposal One. evidence_url: https://www.sec.gov/Archives/edgar/data/1627475/000162747526000036/0001627475-26-000036-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.