{"url_path":"/sec/upwk/8-k/2026-06-05/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-05","source_url":"https://www.sec.gov/Archives/edgar/data/1627475/0001627475-26-000036-index.html","accession_number":"0001627475-26-000036","cik":"0001627475","ticker":"UPWK","issuer_name":"UPWORK, INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1627475/0001627475-26-000036-index.html","primary_entity_key":"0001627475","primary_entity_name":"UPWORK, INC"},"word_count":343,"has_tables":true,"body_markdown":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.\n\nAs previously disclosed, Leela Srinivasan did not stand for re-election as a member of the board of directors, or the Board, of Upwork Inc., or the Company, at the Company’s 2026 annual stockholder meeting held on June 4, 2026, or the Annual Meeting, and Anilu Vazquez-Ubarri resigned from the Board effective immediately prior to the election of directors at the Annual Meeting. In connection with the resignation of Ms. Vazquez-Ubarri, the Class III directorship held by Ms. Vazquez-Ubarri was eliminated by the Board and was reassigned as a Class II directorship. Further, in connection with the departures of Mses. Srinivasan and Vazquez-Ubarri, the Board, at the recommendation of its nominating and governance committee, nominated each of Claire Bramley and David Lissy for election as a Class II director at the Annual Meeting.\n\nOn April 17, 2026, subject to Ms. Bramley’s and Mr. Lissy’s elections at the Annual Meeting, the Board appointed each of Ms. Bramley and Mr. Lissy to serve as a member of the Board’s audit, risk and compliance committee effective immediately following the Annual Meeting.\n\nThere is no arrangement or understanding between either of Ms. Bramley or Mr. Lissy and any other persons pursuant to which either of Ms. Bramley or Mr. Lissy was selected as a director. Neither Ms. Bramley nor Mr. Lissy has any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Each of Ms. Bramley’s and Mr. Lissy’s compensation will be pursuant to the Company’s amended and restated non-employee director compensation program, as described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 23, 2026.\n\nEach of Ms. Bramley and Mr. Lissy has also entered into the Company’s standard form of indemnity agreement, which is attached as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on September 6, 2018 (File No. 333-227207)."}