{"url_path":"/sec/upwk/8-k/2026-06-05/item-5-07","section_key":"item-5-07","section_title":"Item 5.07 Submission of Matters to a Vote of Security Holders.","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":416,"has_tables":true,"body_markdown":"Item 5.07 Submission of Matters to a Vote of Security Holders.\n\nOn June 4, 2026, the Company held the Annual Meeting. At the Annual Meeting, there were present, in person or by proxy, holders of 105,739,271 shares of common stock, or approximately 86% of the total outstanding shares entitled to vote at the Annual Meeting, which constituted a quorum for the transaction of business. The holders present voted on the four proposals presented at the Annual Meeting as follows:\n\nProposal One - Election of Directors\n\nThe Company’s stockholders approved the election of three directors, each to serve for a three-year term expiring at the 2029 annual meeting of stockholders and until such director’s successor is elected and qualified, by the following votes:\n\nNominee\n\nVotes For\n\nVotes Against\n\nAbstentions\n\nClaire Bramley\n92,646,852246,3702,951,648\n\nDavid Lissy\n92,511,000377,7732,956,097\n\nGary Steele\n78,600,86517,127,041116,964\n\nThere were also 9,894,401 broker non-votes on Proposal One.\n\nProposal Two - Ratification of Appointment of Independent Registered Public Accounting Firm\n\nThe Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered accounting firm for the year ending December 31, 2026, by the following votes:\n\nVotes For\n\nVotes Against\n\nAbstentions\n\n105,217,897384,881136,493\n\nThere were no broker non-votes on Proposal Two.\n\nProposal Three - Advisory Vote to Approve Named Executive Officer Compensation\n\nThe Company’s stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers.\n\nVotes For\n\nVotes Against\n\nAbstentions\n\n68,934,39526,782,943127,532\n\nThere were also 9,894,401 broker non-votes on Proposal Three.\n\nProposal Four - Advisory Vote on the Frequency of Future Advisory Votes to Approve Named Executive Officer Compensation\n\nThe Company’s stockholders selected, on a non-binding advisory basis, a frequency of every one year for future non-binding advisory votes to approve the compensation of the Company’s named executive officers.\n\n1 Year\n\n2 Years\n\n3 Years\n\nAbstentions\n\n95,406,28316,928370,11951,540\n\nThere were also 9,894,401 broker non-votes on Proposal Four.\n\nBased on these results and consistent with the Board’s recommendation, the Board has determined that the Company will hold future non-binding advisory votes to approve the compensation of the Company’s named executive officers every one year, until the next advisory vote on the frequency of such future advisory votes, which is expected to be held at the Company’s 2032 annual meeting of stockholders.\n\nSIGNATURES\n\nPursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.\n\nUPWORK INC.\n\nDate:  June 5, 2026\nBy:/s/Jacob McQuown\n\nJacob McQuown\nChief Legal Officer & Secretary"}