UPWORK, INC 8-K

What Happened
Upwork, Inc. filed an 8-K on June 5, 2026 reporting board departures and the results of its June 4, 2026 annual meeting. Leela Srinivasan did not stand for re-election and director Anilu Vazquez‑Ubarri resigned effective immediately prior to the director vote; the Board eliminated her Class III seat and reassigned it as a Class II seat. The Board nominated and elected Claire Bramley and David Lissy as Class II directors (three‑year terms expiring at the 2029 annual meeting). On April 17, 2026, subject to their election, Bramley and Lissy were also appointed to Upwork’s audit, risk and compliance committee effective immediately after the meeting.

Key Details

• Attendance: 105,739,271 shares voted in person or by proxy (~86% of outstanding shares).
• Director elections (three‑year terms):
  • Claire Bramley: 92,646,852 For; 246,370 Against; 2,951,648 Abstentions.
  • David Lissy: 92,511,000 For; 377,773 Against; 2,956,097 Abstentions.
  • Gary Steele: 78,600,865 For; 17,127,041 Against; 116,964 Abstentions.
  • Broker non‑votes on director elections: 9,894,401.
• Audit firm ratification: PricewaterhouseCoopers LLP ratified as independent auditor for 2026 — 105,217,897 For; 384,881 Against; 136,493 Abstentions (no broker non‑votes).
• Advisory votes: “Say‑on‑pay” approved (non‑binding) — 68,934,395 For; 26,782,943 Against; 127,532 Abstentions (9,894,401 broker non‑votes). Shareholders chose annual advisory votes on executive pay (one‑year frequency): 95,406,283 for 1 year; Board will hold annual say‑on‑pay votes until next frequency vote (expected 2032).
• Bramley and Lissy will be compensated under Upwork’s non‑employee director compensation program (proxy filed April 23, 2026) and have standard indemnity agreements.

Why It Matters
Board composition and committee membership affect corporate oversight. Two new directors (Bramley and Lissy) joined the Board and the audit, risk and compliance committee, which are relevant to financial oversight and governance. The strong shareholder turnout (~86%) and the vote outcomes — including substantial opposition to one incumbent (Gary Steele had ~17.1M votes against) — give investors clear signals about shareholder sentiment. The ratification of PwC confirms continuity of the external audit, and the decision to hold annual advisory votes on executive compensation means shareholders will continue to weigh in on pay every year.