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Compiled from SEC Form N-PX filings and UPWORK INC.’s Form 8-K, filed June 5, 2025 (Item 5.07 on EDGAR). Page generated November 1, 2026.
Meeting of June 5, 2025: 5 items on UPWORK INC.’s Form 8-K, filed June 5, 2025: 2 approved · 3 without a stated outcome.
None.
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 5, 2025 (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: Thomas Layton | 87,529,677 | 18,068,666 | 45,120 | -- | -- | 83% | Not verified | — |
| Elect Director: Dana L. Evan | 105,262,295 | 360,665 | 20,503 | -- | -- | 99.6% | Not verified | — |
| Elect Director: Kevin Harvey | 91,447,794 | 14,150,635 | 45,034 | -- | -- | 87% | Not verified | — |
| 2. Ratification of Appointment of Independent Registered Accounting Firm | 113,156,153 | 546,276 | 14,689 | -- | -- | 99.5% | Approved | — |
| 3. Advisory Vote to Approve Named Executive Officer Compensation | 98,895,616 | 6,724,747 | 23,100 | -- | -- | 94% | Approved | — |
Source: UPWORK INC., Form 8-K, filed with the SEC on June 5, 2025 — read the filing on EDGAR.
Each item below shows how the 279 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 3 wordings of this item as funds reported it.
99.6% Majority: yes · of votes cast
Description as filed by funds: Election of Class I directors to serve until the 2028 annual meeting of stockholders: Dana L. Evan
UPWORK INC.’s own tally for this item (“Elect Director: Dana L. Evan”): 105,262,295 for, 360,665 against, per its Form 8-K filed June 5, 2025 (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: 99.6% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 76 asset managers below reported 54,558,122 for, 216,985 against, 0 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 14,764,769 | 0 | 0 | 0 | For |
| T. Rowe Price | 14,530,556 | 0 | 0 | 0 | For |
| Fidelity | 5,848,877 | 0 | 0 | 0 | For |
| BlackRock | 4,136,922 | 0 | 0 | 0 | For |
| Capital Group | 3,898,392 | 0 | 0 | 0 | For |
| Invesco | 1,651,782 | 0 | 0 | 0 | For |
| Dimensional | 1,316,986 | 0 | 0 | 0 | For |
| Charles Schwab | 1,048,226 | 0 | 0 | 0 | For |
| TIAA | 1,000,724 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 515,952 | 0 | 0 | 0 | For |
| Brighthouse | 461,617 | 0 | 0 | 0 | For |
| NORTHERN LIGHTS FUND TRUST II | 378,829 | 0 | 0 | 0 | For |
| Equitable | 326,029 | 0 | 0 | 0 | For |
| First Trust | 309,209 | 0 | 0 | 0 | For |
| Pacer Funds Trust | 276,293 | 0 | 0 | 0 | For |
| Grandeur Peak Global Trust | 266,068 | 0 | 0 | 0 | For |
| Amplify ETF Trust | 258,601 | 0 | 0 | 0 | For |
| MassMutual | 253,352 | 0 | 0 | 0 | For |
| AllianceBernstein | 251,280 | 0 | 0 | 0 | For |
| Transamerica | 238,932 | 0 | 0 | 0 | For |
| LKCM Funds | 229,376 | 0 | 0 | 0 | For |
| RBB FUND, INC. | 3,433 | 216,985 | 0 | 0 | Against |
| Janus Detroit Street Trust | 185,306 | 0 | 0 | 0 | For |
| Lincoln Financial | 180,046 | 0 | 0 | 0 | For |
| American Century | 156,850 | 0 | 0 | 0 | For |
Showing the 25 largest of 76 asset managers. See all 76 in the interactive database.
Combines 3 wordings of this item as funds reported it.
87% Majority: yes · of votes cast
Description as filed by funds: Election of Class I directors to serve until the 2028 annual meeting of stockholders: Kevin Harvey
UPWORK INC.’s own tally for this item (“Elect Director: Kevin Harvey”): 91,447,794 for, 14,150,635 against, per its Form 8-K filed June 5, 2025 (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: 87% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 76 asset managers below reported 50,515,618 for, 4,259,489 against, 0 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 14,764,769 | 0 | 0 | 0 | For |
| T. Rowe Price | 14,530,556 | 0 | 0 | 0 | For |
| Fidelity | 5,476,981 | 371,896 | 0 | 0 | Mixed |
| BlackRock | 4,136,922 | 0 | 0 | 0 | For |
| Capital Group | 3,898,392 | 0 | 0 | 0 | For |
| Invesco | 1,651,782 | 0 | 0 | 0 | For |
| Dimensional | 0 | 1,316,986 | 0 | 0 | Against |
| Charles Schwab | 1,048,226 | 0 | 0 | 0 | For |
| TIAA | 1,000,724 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 515,952 | 0 | 0 | 0 | For |
| Brighthouse | 411,686 | 49,931 | 0 | 0 | Mixed |
| NORTHERN LIGHTS FUND TRUST II | 378,829 | 0 | 0 | 0 | For |
| Equitable | 199,099 | 126,930 | 0 | 0 | Mixed |
| First Trust | 0 | 309,209 | 0 | 0 | Against |
| Pacer Funds Trust | 276,293 | 0 | 0 | 0 | For |
| Grandeur Peak Global Trust | 266,068 | 0 | 0 | 0 | For |
| Amplify ETF Trust | 0 | 258,601 | 0 | 0 | Against |
| MassMutual | 253,352 | 0 | 0 | 0 | For |
| AllianceBernstein | 0 | 251,280 | 0 | 0 | Against |
| Transamerica | 238,932 | 0 | 0 | 0 | For |
| LKCM Funds | 0 | 229,376 | 0 | 0 | Against |
| RBB FUND, INC. | 3,433 | 216,985 | 0 | 0 | Against |
| Janus Detroit Street Trust | 0 | 185,306 | 0 | 0 | Against |
| Lincoln Financial | 100,683 | 79,363 | 0 | 0 | Mixed |
| American Century | 0 | 156,850 | 0 | 0 | Against |
Showing the 25 largest of 76 asset managers. See all 76 in the interactive database.
Combines 3 wordings of this item as funds reported it.
83% Majority: yes · of votes cast
Description as filed by funds: Election of Class I directors to serve until the 2028 annual meeting of stockholders: Thomas Layton
UPWORK INC.’s own tally for this item (“Elect Director: Thomas Layton”): 87,529,677 for, 18,068,666 against, per its Form 8-K filed June 5, 2025 (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: 83% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 76 asset managers below reported 48,446,471 for, 6,328,636 against, 0 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 14,764,769 | 0 | 0 | 0 | For |
| T. Rowe Price | 14,530,556 | 0 | 0 | 0 | For |
| Fidelity | 5,476,981 | 371,896 | 0 | 0 | Mixed |
| BlackRock | 4,136,922 | 0 | 0 | 0 | For |
| Capital Group | 3,898,392 | 0 | 0 | 0 | For |
| Invesco | 0 | 1,651,782 | 0 | 0 | Against |
| Dimensional | 0 | 1,316,986 | 0 | 0 | Against |
| Charles Schwab | 1,048,226 | 0 | 0 | 0 | For |
| TIAA | 1,000,724 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 515,952 | 0 | 0 | 0 | For |
| Brighthouse | 411,686 | 49,931 | 0 | 0 | Mixed |
| NORTHERN LIGHTS FUND TRUST II | 378,829 | 0 | 0 | 0 | For |
| Equitable | 199,099 | 126,930 | 0 | 0 | Mixed |
| First Trust | 0 | 309,209 | 0 | 0 | Against |
| Pacer Funds Trust | 276,293 | 0 | 0 | 0 | For |
| Grandeur Peak Global Trust | 266,068 | 0 | 0 | 0 | For |
| Amplify ETF Trust | 0 | 258,601 | 0 | 0 | Against |
| MassMutual | 9,386 | 243,966 | 0 | 0 | Against |
| AllianceBernstein | 0 | 251,280 | 0 | 0 | Against |
| Transamerica | 238,932 | 0 | 0 | 0 | For |
| LKCM Funds | 0 | 229,376 | 0 | 0 | Against |
| RBB FUND, INC. | 3,433 | 216,985 | 0 | 0 | Against |
| Janus Detroit Street Trust | 0 | 185,306 | 0 | 0 | Against |
| Lincoln Financial | 100,683 | 79,363 | 0 | 0 | Mixed |
| American Century | 0 | 156,850 | 0 | 0 | Against |
Showing the 25 largest of 76 asset managers. See all 76 in the interactive database.
Combines 7 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 to Approve Named Executive Officer Compensation”): 98,895,616 for, 6,724,747 against — passed, per its Form 8-K filed June 5, 2025 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “Proposal Three - Advisory Vote to Approve Named Executive Officer Compensation 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 | 14,763,759 | 1,010 | 0 | 0 | For |
| T. Rowe Price | 14,530,556 | 0 | 0 | 0 | For |
| Fidelity | 5,848,877 | 0 | 0 | 0 | For |
| BlackRock | 4,136,922 | 0 | 0 | 0 | For |
| Capital Group | 0 | 3,898,392 | 0 | 0 | Against |
| Invesco | 1,651,782 | 0 | 0 | 0 | For |
| Dimensional | 1,316,986 | 0 | 0 | 0 | For |
| Charles Schwab | 1,048,226 | 0 | 0 | 0 | For |
| TIAA | 1,000,724 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 515,952 | 0 | 0 | 0 | For |
| Brighthouse | 461,617 | 0 | 0 | 0 | For |
| NORTHERN LIGHTS FUND TRUST II | 378,829 | 0 | 0 | 0 | For |
| Equitable | 326,029 | 0 | 0 | 0 | For |
| First Trust | 309,209 | 0 | 0 | 0 | For |
| Pacer Funds Trust | 276,293 | 0 | 0 | 0 | For |
| Grandeur Peak Global Trust | 266,068 | 0 | 0 | 0 | For |
| Amplify ETF Trust | 258,601 | 0 | 0 | 0 | For |
| MassMutual | 253,352 | 0 | 0 | 0 | For |
| AllianceBernstein | 251,280 | 0 | 0 | 0 | For |
| Transamerica | 238,932 | 0 | 0 | 0 | For |
| LKCM Funds | 229,376 | 0 | 0 | 0 | For |
| RBB FUND, INC. | 220,418 | 0 | 0 | 0 | For |
| Janus Detroit Street Trust | 185,306 | 0 | 0 | 0 | For |
| Lincoln Financial | 180,046 | 0 | 0 | 0 | For |
| American Century | 156,850 | 0 | 0 | 0 | For |
Fund voting reports, all 76 managers: 50,860,757 for, 3,914,350 against, 0 abstained. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| T. Rowe Price | 19,962,595 | 0 | 0 | 0 | For |
| Capital Group | 0 | 3,898,392 | 0 | 0 | Against |
| BlackRock | 3,405,519 | 0 | 0 | 0 | For |
| LSV ASSET MANAGEMENT | 3,392,331 | 0 | 0 | 0 | For |
| GEODE CAPITAL MANAGEMENT, LLC | 3,032,082 | 0 | 0 | 0 | For |
| State Street | 2,488,639 | 41,517 | 0 | 0 | For |
| Ancient Art, L.P. | 2,491,674 | 0 | 0 | 0 | For |
| Fidelity | 2,306,604 | 0 | 0 | 0 | For |
| Invesco | 2,083,287 | 0 | 0 | 0 | For |
| BAILLIE GIFFORD & CO LTD | 1,265,439 | 0 | 0 | 0 | For |
| Charles Schwab | 1,048,253 | 0 | 0 | 0 | For |
| Nuveen | 1,011,350 | 0 | 0 | 0 | For |
| Northern Trust | 972,751 | 1,049 | 0 | 0 | For |
| Fiera Capital Corp | 923,859 | 47,783 | 0 | 0 | For |
| Two Sigma | 921,141 | 0 | 0 | 0 | For |
| Renaissance | 690,729 | 0 | 0 | 0 | For |
| Portolan Capital Management, LLC | 625,158 | 0 | 0 | 0 | For |
| ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 609,294 | 0 | 0 | 0 | For |
| Vanguard | 534,017 | 0 | 0 | 0 | For |
| Circumference Group LLC | 500,000 | 0 | 0 | 0 | For |
| ICONIQ Capital, LLC | 491,786 | 0 | 0 | 0 | For |
| KESTREL INVESTMENT MANAGEMENT CORP | 471,500 | 0 | 0 | 0 | For |
| Invenomic Capital Management LP | 464,564 | 0 | 0 | 0 | For |
| WASHINGTON STATE INVESTMENT BOARD | 445,749 | 0 | 0 | 0 | For |
| MELLON INVESTMENTS Corp | 436,954 | 0 | 0 | 0 | For |
Institutional-manager reports, all 227 managers: 58,209,505 for, 5,250,711 against, 1,626 not voted. Showing the 25 largest; see all in the interactive database.
Combines 3 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 2025.
UPWORK INC.’s own tally for this item (“2. Ratification of Appointment of Independent Registered Accounting Firm”): 113,156,153 for, 546,276 against — passed, per its Form 8-K filed June 5, 2025 (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, 2025 by the following votes:”
Support: 99.5% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 76 asset managers below reported 54,515,098 for, 260,009 against, 0 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 14,764,769 | 0 | 0 | 0 | For |
| T. Rowe Price | 14,530,556 | 0 | 0 | 0 | For |
| Fidelity | 5,848,877 | 0 | 0 | 0 | For |
| BlackRock | 4,136,922 | 0 | 0 | 0 | For |
| Capital Group | 3,898,392 | 0 | 0 | 0 | For |
| Invesco | 1,651,782 | 0 | 0 | 0 | For |
| Dimensional | 1,316,986 | 0 | 0 | 0 | For |
| Charles Schwab | 1,048,226 | 0 | 0 | 0 | For |
| TIAA | 1,000,724 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 515,952 | 0 | 0 | 0 | For |
| Brighthouse | 461,617 | 0 | 0 | 0 | For |
| NORTHERN LIGHTS FUND TRUST II | 378,829 | 0 | 0 | 0 | For |
| Equitable | 326,029 | 0 | 0 | 0 | For |
| First Trust | 309,209 | 0 | 0 | 0 | For |
| Pacer Funds Trust | 276,293 | 0 | 0 | 0 | For |
| Grandeur Peak Global Trust | 266,068 | 0 | 0 | 0 | For |
| Amplify ETF Trust | 0 | 258,601 | 0 | 0 | Against |
| MassMutual | 253,352 | 0 | 0 | 0 | For |
| AllianceBernstein | 251,280 | 0 | 0 | 0 | For |
| Transamerica | 238,932 | 0 | 0 | 0 | For |
| LKCM Funds | 229,376 | 0 | 0 | 0 | For |
| RBB FUND, INC. | 220,418 | 0 | 0 | 0 | For |
| Janus Detroit Street Trust | 185,306 | 0 | 0 | 0 | For |
| Lincoln Financial | 180,046 | 0 | 0 | 0 | For |
| American Century | 156,850 | 0 | 0 | 0 | For |
Showing the 25 largest of 76 asset managers. See all 76 in the interactive database.
Not shown here: this season’s fund filings also report 2 items from the meeting of June 4, 2026, which belongs to the 2025-2026 season. A meeting outside this season’s July 1 to June 30 window is not counted in this page’s items or in its totals of asset managers and fund votes.
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 134,048,900 shares outstanding at the time of that meeting.
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Vanguard | 11.01% |
| 2 | T. Rowe Price | 10.84% |
| 3 | Fidelity | 4.36% |
| 4 | BlackRock | 3.09% |
| 5 | Capital Group | 2.91% |
| 6 | Invesco | 1.23% |
| 7 | Dimensional | 0.98% |
| 8 | Charles Schwab | 0.78% |
| 9 | TIAA | 0.75% |
| 10 | Bridge Builder Trust | 0.38% |
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | T. Rowe Price | 14.89% |
| 2 | Capital Group | 2.91% |
| 3 | BlackRock | 2.54% |
| 4 | LSV ASSET MANAGEMENT | 2.53% |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 2.26% |
| 6 | State Street | 1.89% |
| 7 | Ancient Art, L.P. | 1.86% |
| 8 | Fidelity | 1.72% |
| 9 | Invesco | 1.55% |
| 10 | BAILLIE GIFFORD & CO LTD | 0.94% |
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 | 11.30% | 13F |
| T. Rowe Price | 11.26% | 13F |
| BlackRock | 7.42% | 13F |
| Vanguard Portfolio Management | 5.88% | 13G |
| LSV ASSET MANAGEMENT | 4.88% | 13G |
| LEE QUINCY J | 4.06% | 13G |
| Morgan Stanley | 2.31% | 13F |
| State Street | 2.20% | 13F |
| Gregory C. Gretsch | 2.14% | DEF14A |
| Kevin Harvey | 1.98% | DEF14A |
Percentages above are of 134,048,900 shares outstanding, as reported by UPWORK INC. on its Form 10-Q dated March 31, 2025 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 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, 2025. This page is a static snapshot rebuilt weekly on November 1, 2026; a live search always shows the current data.
At UPWORK INC.'s shareholder meeting held June 5, 2025, in the 2024-2025 proxy season, 279 asset managers reported how they voted on 5 ballot items in their SEC Form N-PX filings, covering 1,476 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 5, 2025.
UPWORK INC. proxy season coverage: 2023-2024 · 2024-2025 (this page) · 2025-2026.
Download data (CSV): ballot items · votes by manager · column guide.