Upwork Inc. 2025-2026 Proxy Voting Records

Description as filed by funds: Election of Class II directors to serve until the 2029 annual meeting of stockholders: Claire Bramley

Upwork Inc.’s own tally for this item (“Elect Director: Claire Bramley”): 92,646,852 for, 246,370 against, per its Form 8-K filed June 5, 2026 (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: 99.7% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 95 asset managers below reported 51,360,375 for, 68,825 against, 12,937 abstained, 95,956 not voted.

Showing the 25 largest of 95 asset managers. See all 95 in the interactive database.

Description as filed by funds: Election of Class II directors to serve until the 2029 annual meeting of stockholders: David Lissy

Upwork Inc.’s own tally for this item (“Elect Director: David Lissy”): 92,511,000 for, 377,773 against, per its Form 8-K filed June 5, 2026 (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: 99.5% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 95 asset managers below reported 51,360,374 for, 68,825 against, 12,937 abstained, 95,956 not voted.

Showing the 25 largest of 95 asset managers. See all 95 in the interactive database.

Description as filed by funds: Election of Class II directors to serve until the 2029 annual meeting of stockholders: Gary Steele

Upwork Inc.’s own tally for this item (“Elect Director: Gary Steele”): 78,600,865 for, 17,127,041 against, per its Form 8-K filed June 5, 2026 (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: 82% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 95 asset managers below reported 46,247,670 for, 5,181,548 against, 12,918 abstained, 95,956 not voted.

Showing the 25 largest of 95 asset managers. See all 95 in the interactive database.

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”): 68,934,395 for, 26,782,943 against — passed, per its Form 8-K filed June 5, 2026 (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: 72% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Also reported under other wordings, matched to the same row of Upwork Inc.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “COMPENSATION” (2 managers, Fund and manager reports combined; may count the same shares twice; no share total shown).

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).

Fund voting reports, all 91 managers: 41,131,973 for, 10,265,049 against, 12,918 abstained, 95,956 not voted. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 255 managers: 39,252,164 for, 19,181,272 against, 68,111 abstained, 5,596 not voted, 106,431 1 year. Showing the 25 largest; see all in the interactive database.

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). The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Fund voting reports, all 90 managers: 261,570 for, 12,918 abstained, 51,028,972 1 year, 60,901 3 year, 6,147 2 year, 2,546 unknown. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 243 managers: 109,973 for, 105,677 against, 5,596 not voted, 57,788,830 1 year, 128,492 3 year. Showing the 25 largest; see all in the interactive database.

Description as filed by funds: Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2026.

Upwork Inc.’s own tally for this item (“2. Ratification of Appointment of Independent Registered Public Accounting Firm”): 105,217,897 for, 384,881 against — passed, per its Form 8-K filed June 5, 2026 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal Two - Ratification of Appointment of Independent Registered Public 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, 2026, by the following votes:”
Support: 99.6% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 95 asset managers below reported 51,374,826 for, 54,393 against, 12,918 abstained, 95,956 not voted.

Showing the 25 largest of 95 asset managers. See all 95 in the interactive database.