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Compiled from SEC Form N-PX filings and UPWORK INC.’s Form 8-K, filed June 10, 2024 (Item 5.07 on EDGAR). Page generated October 14, 2026.
Meeting of June 7, 2024: 5 items on UPWORK INC.’s Form 8-K, filed June 10, 2024: 2 approved · 3 without a stated outcome.
Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided
Explore UPWORK INC. in the interactive database Compare manager voting policies
These tallies are UPWORK INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed June 10, 2024 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.
| Ballot item | For | Against | Abstain | Withheld | Broker non-votes | Support (of votes cast) | Reported outcome | Voting standard |
|---|---|---|---|---|---|---|---|---|
| Elect Director: Hayden Brown | 74,055,928 | 18,405,369 | 613,348 | -- | -- | 80% | Not verified | — |
| Elect Director: Gregory C. Gretsch | 73,174,745 | 19,302,333 | 597,567 | -- | -- | 79% | Not verified | — |
| Elect Director: Anilu Vazquez-Ubarri | 73,809,747 | 18,574,660 | 690,238 | -- | -- | 80% | Not verified | — |
| 2. Ratification of Appointment of Independent Registered Accounting Firm | 104,497,424 | 460,415 | 97,782 | -- | -- | 99.5% | Approved | — |
| 3. Advisory Vote on the Compensation of our Named Executive Officers | 87,153,759 | 5,853,964 | 66,922 | -- | -- | 94% | Approved | — |
Source: UPWORK INC., Form 8-K, filed with the SEC on June 10, 2024 — read the filing on EDGAR.
Each item below shows how the 266 asset managers that disclosed a UPWORK INC. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report.
Combines 6 wordings of this item as funds reported it.
80% Majority: yes · of votes cast
Description as filed by funds: Election of Class III directors to serve until the 2027 annual meeting of stockholders: Anilu Vazquez-Ubarri
UPWORK INC.’s own tally for this item (“Elect Director: Anilu Vazquez-Ubarri”): 73,809,747 for, 18,574,660 against, per its Form 8-K filed June 10, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 80% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 73 asset managers below reported 33,197,561 for, 4,921,543 against.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 15,649,802 | 0 | 0 | 0 | For |
| BlackRock | 4,450,429 | 0 | 0 | 0 | For |
| Fidelity | 2,945,662 | 0 | 0 | 0 | For |
| TIAA | 2,547,690 | 0 | 0 | 0 | For |
| Capital Group | 2,385,553 | 0 | 0 | 0 | For |
| NORTHERN LIGHTS FUND TRUST II | 1,150,104 | 0 | 0 | 0 | For |
| Dimensional | 0 | 1,106,963 | 0 | 0 | Against |
| Charles Schwab | 995,782 | 0 | 0 | 0 | For |
| BBH Trust | 900,000 | 0 | 0 | 0 | For |
| Capitol Series Trust | 0 | 873,000 | 0 | 0 | Against |
| OLD WESTBURY FUNDS INC | 0 | 721,341 | 0 | 0 | Against |
| OBERWEIS FUNDS | 0 | 469,200 | 0 | 0 | Against |
| Goldman Sachs | 0 | 396,211 | 0 | 0 | Against |
| Equitable | 192,519 | 163,399 | 0 | 0 | Mixed |
| Federated Hermes | 304,297 | 0 | 0 | 0 | For |
| Amplify ETF Trust | 297,241 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 233,226 | 0 | 0 | 0 | For |
| Lincoln Financial | 113,427 | 61,712 | 0 | 0 | Mixed |
| Prudential/PGIM | 166,663 | 0 | 0 | 0 | For |
| LKCM Funds | 0 | 142,058 | 0 | 0 | Against |
| Nationwide | 857 | 134,221 | 0 | 0 | Against |
| BCM Focus Funds | 120,000 | 0 | 0 | 0 | For |
| Lord Abbett | 0 | 117,725 | 0 | 0 | Against |
| State Street | 87,818 | 28,666 | 0 | 0 | Mixed |
| RBB FUND, INC. | 14,794 | 85,111 | 0 | 0 | Mixed |
Showing the 25 largest of 73 asset managers. See all 73 in the interactive database.
Combines 6 wordings of this item as funds reported it.
79% Majority: yes · of votes cast
Description as filed by funds: Election of Class III directors to serve until the 2027 annual meeting of stockholders: Gregory C. Gretsch
UPWORK INC.’s own tally for this item (“Elect Director: Gregory C. Gretsch”): 73,174,745 for, 19,302,333 against, per its Form 8-K filed June 10, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 79% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 73 asset managers below reported 32,899,892 for, 5,219,194 against.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 15,649,802 | 0 | 0 | 0 | For |
| BlackRock | 4,450,429 | 0 | 0 | 0 | For |
| Fidelity | 2,945,662 | 0 | 0 | 0 | For |
| TIAA | 2,547,690 | 0 | 0 | 0 | For |
| Capital Group | 2,385,553 | 0 | 0 | 0 | For |
| NORTHERN LIGHTS FUND TRUST II | 1,150,104 | 0 | 0 | 0 | For |
| Dimensional | 0 | 1,106,963 | 0 | 0 | Against |
| Charles Schwab | 995,782 | 0 | 0 | 0 | For |
| BBH Trust | 900,000 | 0 | 0 | 0 | For |
| Capitol Series Trust | 0 | 873,000 | 0 | 0 | Against |
| OLD WESTBURY FUNDS INC | 0 | 721,341 | 0 | 0 | Against |
| OBERWEIS FUNDS | 0 | 469,200 | 0 | 0 | Against |
| Goldman Sachs | 0 | 396,211 | 0 | 0 | Against |
| Equitable | 192,519 | 163,399 | 0 | 0 | Mixed |
| Federated Hermes | 304,297 | 0 | 0 | 0 | For |
| Amplify ETF Trust | 0 | 297,241 | 0 | 0 | Against |
| QUANTITATIVE MASTER SERIES LLC | 233,226 | 0 | 0 | 0 | For |
| Lincoln Financial | 113,427 | 61,712 | 0 | 0 | Mixed |
| Prudential/PGIM | 166,663 | 0 | 0 | 0 | For |
| LKCM Funds | 0 | 142,058 | 0 | 0 | Against |
| Nationwide | 857 | 134,221 | 0 | 0 | Against |
| BCM Focus Funds | 120,000 | 0 | 0 | 0 | For |
| Lord Abbett | 0 | 117,725 | 0 | 0 | Against |
| State Street | 87,818 | 28,666 | 0 | 0 | Mixed |
| RBB FUND, INC. | 14,777 | 85,111 | 0 | 0 | Mixed |
Showing the 25 largest of 73 asset managers. See all 73 in the interactive database.
Combines 6 wordings of this item as funds reported it.
80% Majority: yes · of votes cast
Description as filed by funds: Election of Class III directors to serve until the 2027 annual meeting of stockholders: Hayden Brown
UPWORK INC.’s own tally for this item (“Elect Director: Hayden Brown”): 74,055,928 for, 18,405,369 against, per its Form 8-K filed June 10, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 80% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 73 asset managers below reported 33,316,716 for, 4,802,353 against.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 15,649,802 | 0 | 0 | 0 | For |
| BlackRock | 4,450,429 | 0 | 0 | 0 | For |
| Fidelity | 2,945,662 | 0 | 0 | 0 | For |
| TIAA | 2,547,690 | 0 | 0 | 0 | For |
| Capital Group | 2,385,553 | 0 | 0 | 0 | For |
| NORTHERN LIGHTS FUND TRUST II | 1,150,104 | 0 | 0 | 0 | For |
| Dimensional | 0 | 1,106,963 | 0 | 0 | Against |
| Charles Schwab | 995,782 | 0 | 0 | 0 | For |
| BBH Trust | 900,000 | 0 | 0 | 0 | For |
| Capitol Series Trust | 0 | 873,000 | 0 | 0 | Against |
| OLD WESTBURY FUNDS INC | 0 | 721,341 | 0 | 0 | Against |
| OBERWEIS FUNDS | 0 | 469,200 | 0 | 0 | Against |
| Goldman Sachs | 0 | 396,211 | 0 | 0 | Against |
| Equitable | 311,709 | 44,209 | 0 | 0 | Mixed |
| Federated Hermes | 304,297 | 0 | 0 | 0 | For |
| Amplify ETF Trust | 297,241 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 233,226 | 0 | 0 | 0 | For |
| Lincoln Financial | 113,427 | 61,712 | 0 | 0 | Mixed |
| Prudential/PGIM | 166,663 | 0 | 0 | 0 | For |
| LKCM Funds | 0 | 142,058 | 0 | 0 | Against |
| Nationwide | 857 | 134,221 | 0 | 0 | Against |
| BCM Focus Funds | 120,000 | 0 | 0 | 0 | For |
| Lord Abbett | 0 | 117,725 | 0 | 0 | Against |
| State Street | 87,818 | 28,666 | 0 | 0 | Mixed |
| RBB FUND, INC. | 14,760 | 85,111 | 0 | 0 | Mixed |
Showing the 25 largest of 73 asset managers. See all 73 in the interactive database.
Combines 10 wordings of this item as funds reported it.
94% Approved · of votes cast
Description as filed by funds: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION.
UPWORK INC.’s own tally for this item (“3. Advisory Vote on the Compensation of our Named Executive Officers”): 87,153,759 for, 5,853,964 against — passed, per its Form 8-K filed June 10, 2024 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “Proposal Three - Advisory Vote on the Compensation of our Named Executive Officers The Company's stockholders approved, on a non-binding advisory basis, the compensation of the Company's named executive officers.”
Support: 94% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 15,649,802 | 0 | 0 | 0 | For |
| BlackRock | 4,450,429 | 0 | 0 | 0 | For |
| Fidelity | 2,945,662 | 0 | 0 | 0 | For |
| TIAA | 2,547,690 | 0 | 0 | 0 | For |
| Capital Group | 0 | 2,385,553 | 0 | 0 | Against |
| NORTHERN LIGHTS FUND TRUST II | 1,150,104 | 0 | 0 | 0 | For |
| Dimensional | 1,106,963 | 0 | 0 | 0 | For |
| Charles Schwab | 995,782 | 0 | 0 | 0 | For |
| BBH Trust | 900,000 | 0 | 0 | 0 | For |
| Capitol Series Trust | 873,000 | 0 | 0 | 0 | For |
| OLD WESTBURY FUNDS INC | 721,341 | 0 | 0 | 0 | For |
| OBERWEIS FUNDS | 469,200 | 0 | 0 | 0 | For |
| Goldman Sachs | 396,211 | 0 | 0 | 0 | For |
| Equitable | 355,918 | 0 | 0 | 0 | For |
| Federated Hermes | 304,297 | 0 | 0 | 0 | For |
| Amplify ETF Trust | 297,241 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 233,226 | 0 | 0 | 0 | For |
| Lincoln Financial | 175,139 | 0 | 0 | 0 | For |
| Prudential/PGIM | 16,363 | 150,300 | 0 | 0 | Mixed |
| LKCM Funds | 142,058 | 0 | 0 | 0 | For |
| Nationwide | 135,078 | 0 | 0 | 0 | For |
| BCM Focus Funds | 120,000 | 0 | 0 | 0 | For |
| Lord Abbett | 117,725 | 0 | 0 | 0 | For |
| State Street | 116,484 | 0 | 0 | 0 | For |
| RBB FUND, INC. | 99,922 | 0 | 0 | 0 | For |
Fund voting reports, all 72 managers: 35,585,073 for, 2,535,853 against. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Ancient Art, L.P. | 5,224,436 | 0 | 0 | 0 | For |
| BlackRock | 4,339,039 | 0 | 0 | 0 | For |
| Two Sigma | 3,633,103 | 0 | 0 | 0 | For |
| GEODE CAPITAL MANAGEMENT, LLC | 2,831,410 | 0 | 0 | 0 | For |
| Dorsey Asset Management, LLC | 2,760,387 | 0 | 0 | 0 | For |
| BAILLIE GIFFORD & CO LTD | 2,725,716 | 0 | 0 | 0 | For |
| Nuveen | 2,553,073 | 0 | 0 | 0 | For |
| State Street | 2,531,693 | 0 | 0 | 0 | For |
| Capital Group | 289 | 2,385,573 | 0 | 0 | Against |
| Citadel | 1,838,407 | 0 | 0 | 0 | For |
| FULLER & THALER ASSET MANAGEMENT, INC. | 1,373,231 | 0 | 0 | 0 | For |
| Invenomic Capital Management LP | 1,252,843 | 0 | 0 | 0 | For |
| GREENOAKS CAPITAL PARTNERS LLC | 1,057,927 | 0 | 0 | 0 | For |
| Charles Schwab | 995,784 | 0 | 0 | 0 | For |
| Renaissance | 786,838 | 0 | 0 | 0 | For |
| DE Shaw | 783,976 | 0 | 0 | 0 | For |
| Northern Trust | 725,608 | 0 | 0 | 0 | For |
| Goldman Sachs | 724,456 | 0 | 0 | 0 | For |
| BESSEMER INVESTMENT MANAGEMENT LLC | 721,341 | 0 | 0 | 0 | For |
| ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 671,221 | 0 | 0 | 0 | For |
| ACADIAN ASSET MANAGEMENT LLC | 609,467 | 0 | 0 | 0 | For |
| Prudential/PGIM | 8,500 | 591,392 | 0 | 0 | Against |
| MELLON INVESTMENTS Corp | 550,450 | 0 | 0 | 0 | For |
| UBS | 0 | 539,846 | 0 | 0 | Against |
| ICONIQ Capital, LLC | 491,786 | 0 | 0 | 0 | For |
Institutional-manager reports, all 218 managers: 47,096,527 for, 4,409,991 against, 7 unknown. Showing the 25 largest; see all in the interactive database.
Combines 6 wordings of this item as funds reported it.
99.5% Approved · of votes cast
Description as filed by funds: Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2024.
UPWORK INC.’s own tally for this item (“2. Ratification of Appointment of Independent Registered Accounting Firm”): 104,497,424 for, 460,415 against — passed, per its Form 8-K filed June 10, 2024 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “Proposal Two - Ratification of Appointment of Independent Registered Accounting Firm The Company's stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered accounting firm for the year ending December 31, 2024 by the following votes:”
Support: 99.5% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 73 asset managers below reported 37,821,210 for, 297,842 against.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 15,649,802 | 0 | 0 | 0 | For |
| BlackRock | 4,450,429 | 0 | 0 | 0 | For |
| Fidelity | 2,945,662 | 0 | 0 | 0 | For |
| TIAA | 2,547,690 | 0 | 0 | 0 | For |
| Capital Group | 2,385,553 | 0 | 0 | 0 | For |
| NORTHERN LIGHTS FUND TRUST II | 1,150,104 | 0 | 0 | 0 | For |
| Dimensional | 1,106,963 | 0 | 0 | 0 | For |
| Charles Schwab | 995,782 | 0 | 0 | 0 | For |
| BBH Trust | 900,000 | 0 | 0 | 0 | For |
| Capitol Series Trust | 873,000 | 0 | 0 | 0 | For |
| OLD WESTBURY FUNDS INC | 721,341 | 0 | 0 | 0 | For |
| OBERWEIS FUNDS | 469,200 | 0 | 0 | 0 | For |
| Goldman Sachs | 396,211 | 0 | 0 | 0 | For |
| Equitable | 355,918 | 0 | 0 | 0 | For |
| Federated Hermes | 304,297 | 0 | 0 | 0 | For |
| Amplify ETF Trust | 0 | 297,241 | 0 | 0 | Against |
| QUANTITATIVE MASTER SERIES LLC | 233,226 | 0 | 0 | 0 | For |
| Lincoln Financial | 175,139 | 0 | 0 | 0 | For |
| Prudential/PGIM | 166,663 | 0 | 0 | 0 | For |
| LKCM Funds | 142,058 | 0 | 0 | 0 | For |
| Nationwide | 135,078 | 0 | 0 | 0 | For |
| BCM Focus Funds | 120,000 | 0 | 0 | 0 | For |
| Lord Abbett | 117,725 | 0 | 0 | 0 | For |
| State Street | 116,293 | 191 | 0 | 0 | For |
| RBB FUND, INC. | 99,854 | 0 | 0 | 0 | For |
Showing the 25 largest of 73 asset managers. See all 73 in the interactive database.
Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 133,118,345 shares outstanding at the time of that meeting.
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Vanguard | 11.76% |
| 2 | BlackRock | 3.34% |
| 3 | Fidelity | 2.21% |
| 4 | TIAA | 1.91% |
| 5 | Capital Group | 1.79% |
| 6 | NORTHERN LIGHTS FUND TRUST II | 0.86% |
| 7 | Dimensional | 0.83% |
| 8 | Charles Schwab | 0.75% |
| 9 | BBH Trust | 0.68% |
| 10 | Capitol Series Trust | 0.66% |
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Ancient Art, L.P. | 3.92% |
| 2 | BlackRock | 3.26% |
| 3 | Two Sigma | 2.73% |
| 4 | GEODE CAPITAL MANAGEMENT, LLC | 2.13% |
| 5 | Dorsey Asset Management, LLC | 2.07% |
| 6 | BAILLIE GIFFORD & CO LTD | 2.05% |
| 7 | Nuveen | 1.92% |
| 8 | State Street | 1.90% |
| 9 | Capital Group | 1.79% |
| 10 | Citadel | 1.38% |
As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.
| Holder | % outstanding | Disclosure |
|---|---|---|
| Vanguard Group | 11.02% | 13F |
| BlackRock | 8.67% | 13F |
| Morgan Stanley | 3.58% | 13F |
| Goldman Sachs | 2.72% | 13F |
| Citadel Advisors | 2.39% | 13F |
| State Street | 2.24% | 13F |
| Geode Capital | 2.14% | 13F |
| Gregory C. Gretsch | 2.14% | DEF14A |
| Kevin Harvey | 1.97% | DEF14A |
| Two Sigma | 1.86% | 13F |
Percentages above are of 133,118,345 shares outstanding, as reported by UPWORK INC. on its Form 10-Q dated March 31, 2024 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.
Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from UPWORK INC.’s 10-Q dated March 31, 2024. This page is a static snapshot rebuilt weekly on October 14, 2026; a live search always shows the current data.
At UPWORK INC.'s shareholder meeting held June 7, 2024, in the 2023-2024 proxy season, 266 asset managers reported how they voted on 5 ballot items in their SEC Form N-PX filings, covering 1,349 separate fund positions. On the most widely held item on that ballot — ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION. — UPWORK INC.'s filing reports the proposal as approved, with 94% support of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side). Source: UPWORK INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on June 10, 2024.
UPWORK INC. proxy season coverage: 2023-2024 (this page) · 2024-2025 · 2025-2026.
Download data (CSV): ballot items · votes by manager · column guide.