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 3, 2026, regarding events occurring at the Company's Annual Meeting of Stockholders held on the same date. The Company is incorporated in Delaware and its common stock trades on The Nasdaq Global Market under the symbol "UPLD."
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The report focuses exclusively on corporate governance actions and capital structure adjustments approved by stockholders.
Material Changes and Corporate Actions
- Reverse Stock Split: Stockholders approved a reverse stock split of the Company's common stock. The Board of Directors determined a 1-for-10 ratio. The split is effective at 12:01 AM Eastern Time on June 17, 2026. No fractional shares will be issued; cash in lieu of fractional shares will be paid based on the average closing price of the five trading days preceding the filing of the Certificate of Amendment.
- Equity Plan Amendment: Stockholders approved an amendment to the 2024 Omnibus Incentive Plan, increasing the number of shares reserved for issuance by 2,000,000 shares, from 3,200,000 to 5,200,000 shares. The plan expires on June 5, 2034.
- Director Election: John T. (Jack) McDonald was elected as a Class III director to serve until the 2029 annual meeting.
- Accounting Firm Ratification: KPMG LLP was ratified as the independent registered public accounting firm for the fiscal year ending December 31, 2026.
- Executive Compensation: Stockholders approved, on a non-binding advisory basis, the compensation of the named executive officers.
Voting Results and Management Commentary
As of the Annual Meeting Record Date (April 13, 2026), 37,085,334 shares were entitled to vote. A quorum was established with 25,225,503 shares present (68% of eligible votes). All six proposals submitted to the stockholders were approved.
- Reverse Split Proposal: 24,037,971 votes For; 1,161,451 votes Against; 26,081 Abstain.
- Equity Plan Increase Proposal: 18,787,793 votes For; 640,199 votes Against; 8,029 Abstain.
- Director Election (John T. McDonald): 16,233,354 votes For; 3,202,667 votes Withhold.
- Executive Compensation: 17,103,870 votes For; 2,215,172 votes Against.
The filing does not provide specific management commentary on future outlook, risks, or contingencies beyond the procedural details of the approved amendments.
Investor Verification Checklist
- Verify the effective date and time of the 1-for-10 reverse stock split (June 17, 2026, 12:01 AM ET) and the new CUSIP number (91544A208).
- Confirm the calculation method for cash payments in lieu of fractional shares, which relies on the average closing price of the five trading days prior to the filing of the Certificate of Amendment.
- Review the full text of the Amendment No. 1 to the 2024 Omnibus Incentive Plan (Exhibit 10.1) for specific terms regarding the additional 2,000,000 shares.
- Monitor trading on The Nasdaq Global Market on June 17, 2026, to ensure the stock begins trading on a post-reverse split basis under the existing symbol "UPLD."