Here are the DEF 14A proxy statements from Upwork Inc. (UPWK) in our archive over the last 12 months, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A DEF 14A covers the proxy statement, with executive pay and the shareholder votes, so if you follow UPWK and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full UPWK filings page.
Upwork Inc. is asking stockholders to vote at its 2026 virtual annual meeting on June 4, 2026. Investors will elect three Class II directors (Claire Bramley, David Lissy, Gary Steele), ratify PricewaterhouseCoopers as auditor, approve executive pay on an advisory basis, and choose an annual say‑on‑pay frequency, all with board support.
In 2025, Upwork delivered record revenue of $787.8 million, net income of $115.4 million (15% profit margin), and record adjusted EBITDA of $225.6 million (29% margin). Cash provided by operating activities reached $248 million and free cash flow was $223 million, while the company repurchased and retired $136.0 million of common stock. Gross services volume returned to growth, rising 1% year over year, and GSV per active client hit an all‑time high of $5,129.
Strategically, Upwork advanced its AI‑enabled marketplace, scaled its SMB‑focused Business Plus offering, and launched Lifted, a subsidiary serving complex enterprise contingent workforce needs, supported by acquisitions of Bubty B.V. and Ascen Inc. Executive compensation is structured around base salary, annual bonuses tied mainly to adjusted EBITDA and revenue, and long‑term incentives using performance stock units based on adjusted EBITDA margin and relative total stockholder return plus service‑based RSUs. Governance features include a majority‑independent board with an independent chair, proxy access, majority voting in uncontested director elections, stock ownership guidelines, clawback and anti‑corruption policies, and dedicated board oversight of cybersecurity, AI‑related risks, and sustainability and impact priorities.