Upwork (UPWK) investors back new directors, auditor and annual say-on-pay
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Upwork Inc. reported results from its 2026 annual stockholder meeting and changes to its board. Leela Srinivasan did not stand for re-election and Anilu Vazquez-Ubarri resigned before the meeting, with her Class III seat reclassified as a Class II directorship.
Stockholders elected Claire Bramley, David Lissy and Gary Steele as Class II directors for terms expiring at the 2029 annual meeting. Bramley and Lissy were also appointed to the audit, risk and compliance committee. A quorum was present, with 105,739,271 shares, or about 86% of shares entitled to vote, represented.
Shareholders ratified PricewaterhouseCoopers LLP as independent auditor for 2026, approved on an advisory basis the compensation of named executive officers, and supported holding future say-on-pay votes every one year. The board decided to continue annual advisory votes until the next frequency vote, expected at the 2032 annual meeting.
Positive
- None.
Negative
- None.
8-K Event Classification
2 items: 5.02, 5.07
2 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Key Figures
Shares represented at meeting: 105,739,271 shares
Vote for Claire Bramley: 92,646,852 votes for
Vote for David Lissy: 92,511,000 votes for
+4 more
7 metrics
Shares represented at meeting
105,739,271 shares
Common stock present or by proxy at 2026 annual meeting (about 86% of eligible shares)
Vote for Claire Bramley
92,646,852 votes for
Election as Class II director, term expiring at 2029 annual meeting
Vote for David Lissy
92,511,000 votes for
Election as Class II director, term expiring at 2029 annual meeting
Vote for Gary Steele
78,600,865 votes for
Election as Class II director, term expiring at 2029 annual meeting
Auditor ratification votes for PwC
105,217,897 votes for
Ratification of PricewaterhouseCoopers LLP as independent auditor for 2026
Say-on-pay support
68,934,395 votes for
Advisory approval of named executive officer compensation
Annual say-on-pay frequency votes
95,406,283 votes for 1 year
Selection of one-year frequency for future advisory compensation votes
Key Terms
broker non-votes, independent registered public accounting firm, non-binding advisory basis, quorum, +1 more
5 terms
broker non-votes financial
"There were also 9,894,401 broker non-votes on Proposal One."
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
non-binding advisory basis financial
"stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers."
A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.
quorum financial
"which constituted a quorum for the transaction of business."
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
indemnity agreement financial
"Each of Ms. Bramley and Mr. Lissy has also entered into the Company’s standard form of indemnity agreement"
FAQ
What board changes did Upwork (UPWK) announce from the 2026 annual meeting?
Upwork announced that Leela Srinivasan did not stand for re-election and Anilu Vazquez-Ubarri resigned before the 2026 meeting. Shareholders then elected Claire Bramley, David Lissy and Gary Steele as Class II directors for terms expiring at the 2029 annual meeting.
What was the result of Upwork’s (UPWK) 2026 say-on-pay vote?
Upwork stockholders approved, on a non-binding advisory basis, compensation for named executive officers. The vote totaled 68,934,395 shares for, 26,782,943 against and 127,532 abstaining, with 9,894,401 broker non-votes. This advisory result supports the company’s current executive pay practices.
How often will Upwork (UPWK) hold future say-on-pay votes?
Shareholders selected a one-year frequency for future advisory votes on named executive officer compensation, with 95,406,283 votes for one year. The board decided to hold say-on-pay votes annually until the next frequency vote, expected at the 2032 annual meeting.