Upland Software, Inc. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Upland Software, Inc. on June 4, 2025, regarding the results of its Annual Meeting of Stockholders held on the same date at its principal executive offices in Austin, Texas.
Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance voting results.
Material Changes and Voting Results
Stockholders representing 78% of eligible votes (27,861,516 shares) were present, constituting a quorum. The following proposals were approved:
- Director Elections: Three Class II directors were elected to serve until the 2028 annual meeting.
- David Chung: 20,990,109 For; 3,369,548 Withhold.
- Timothy W. Mattox: 21,614,601 For; 2,745,056 Withhold.
- David D. May: 21,095,713 For; 3,263,944 Withhold.
- Auditor Ratification: Ernst & Young, LLP was ratified as the independent registered public accounting firm for the fiscal year ending December 31, 2025.
- For: 27,834,210; Against: 15,723; Abstain: 11,583.
- Executive Compensation: Advisory approval of named executive officer compensation was granted.
- For: 23,036,791; Against: 1,297,046; Abstain: 25,820.
Guidance, Outlook, and Risks
The filing text does not provide a clear value for guidance, outlook, management commentary, risks, contingencies, or unusual items.
Key Facts for Investor Verification
- Verify the definitive proxy statement filed on April 21, 2025, for detailed biographies of the elected directors and the specific compensation metrics approved.
- Confirm the total number of outstanding shares (28,484,279 Common Stock plus 7,384,195 as-converted Series A Preferred Stock) as of the April 14, 2025 record date.
- Note that the filing confirms the engagement of Ernst & Young, LLP for the 2025 fiscal year audit.