UPWORK, INC current report, 07 June 2024

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Business Context and Reporting Period

This Form 8-K reports on the Annual Meeting of Stockholders held by Upwork, Inc. on June 7, 2024. The filing details the voting results for three proposals submitted to security holders.

Key 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 and voting outcomes.

Material Changes and Voting Results

Approximately 79% of total outstanding shares entitled to vote were present, constituting a quorum. The results for the three proposals were as follows:

  • Proposal One (Election of Directors): Stockholders approved the election of three directors (Hayden Brown, Gregory C. Gretsch, and Anilu Vazquez-Ubarri) for three-year terms.
    • Hayden Brown: 74,055,928 For; 18,405,369 Against; 613,348 Abstentions.
    • Gregory C. Gretsch: 73,174,745 For; 19,302,333 Against; 597,567 Abstentions.
    • Anilu Vazquez-Ubarri: 73,809,747 For; 18,574,660 Against; 690,238 Abstentions.
    • Broker Non-Votes: 11,980,976.
  • Proposal Two (Ratification of Accounting Firm): Stockholders ratified the appointment of PricewaterhouseCoopers LLP as the independent registered accounting firm for the year ending December 31, 2024.
    • Votes: 104,497,424 For; 460,415 Against; 97,782 Abstentions.
    • Broker Non-Votes: None.
  • Proposal Three (Executive Compensation): Stockholders approved, on a non-binding advisory basis, the compensation of Named Executive Officers.
    • Votes: 87,153,759 For; 5,853,964 Against; 66,922 Abstentions.
    • Broker Non-Votes: 11,980,976.

Guidance, Outlook, and Risks

The filing text does not provide a clear value for guidance, outlook, management commentary, risks, contingencies, or unusual items.

Important Facts for Investors to Verify

  • Verify the specific terms and compensation packages for the newly elected directors.
  • Review the full proxy statement for details on the executive compensation plan approved in Proposal Three.
  • Confirm the engagement letter and scope of work with PricewaterhouseCoopers LLP for the 2024 fiscal year.
  • Note the significant number of broker non-votes (approx. 12 million) on the director election and executive compensation proposals.