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At UPLAND SOFTWARE INC.'s shareholder meeting held June 4, 2025, in the 2024-2025 proxy season, 58 asset managers reported how they voted in their SEC Form N-PX filings, covering 245 separate fund positions. Their filings are grouped here into 5 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. UPLAND SOFTWARE INC.'s own Form 8-K tally for this meeting is published below, but no row in it could be matched to the most widely held item, so this page states no certified outcome for that item. On that item — To approve, on a non-binding advisory basis, the compensation of the Company's named executive… — the reporting funds and managers cast 92% of the shares they voted in favour (FOR divided by FOR plus AGAINST plus WITHHELD; abstained and unvoted shares are excluded because neither took a side). Fund and manager reports are combined in it and may count the same shares twice: it adds fund reports to institutional-manager reports, which can cover the same shares. It is not the company's certified result.
Download data (CSV): ballot items · votes by manager · column guide.
Compiled from SEC Form N-PX filings and UPLAND SOFTWARE INC.’s Form 8-K, filed June 4, 2025 (Item 5.07 on EDGAR). Page generated November 8, 2026.
Meeting of June 4, 2025: 3 items on UPLAND SOFTWARE INC.’s Form 8-K, filed June 4, 2025: 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
Proxy season: 2023-2024 2024-2025
Explore UPLAND SOFTWARE INC. in the interactive database Compare manager voting policies
These tallies are UPLAND SOFTWARE INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed June 4, 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: David Chung | 20,990,109 | -- | -- | 3,369,548 | 3,501,859 | 86% | Not verified | — |
| Elect Director: Timothy W. Mattox | 21,614,601 | -- | -- | 2,745,056 | 3,501,859 | 89% | Not verified | — |
| Elect Director: David D. May | 21,095,713 | -- | -- | 3,263,944 | 3,501,859 | 87% | Not verified | — |
Source: UPLAND SOFTWARE INC., Form 8-K, filed with the SEC on June 4, 2025 — read the filing on EDGAR.
Each item below shows how the 58 asset managers that disclosed a UPLAND SOFTWARE 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. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of UPLAND SOFTWARE INC.’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.
Combines 3 wordings of this item as funds reported it.
86% Majority: yes · of votes cast
Description as filed by funds: Election of three Class II Directors: David Chung
UPLAND SOFTWARE INC.’s own tally for this item (“Elect Director: David Chung”): 20,990,109 for, 3,369,548 withheld, per its Form 8-K filed June 4, 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: 86% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 17 asset managers below reported 3,622,255 for, 439,316 withheld.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 1,884,337 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 1,134,695 | 0 | 0 | 0 | For |
| Fidelity | 253,126 | 0 | 0 | 83,413 | Mixed |
| BlackRock | 0 | 0 | 0 | 200,395 | Withhold |
| BRIDGEWAY FUNDS INC | 188,400 | 0 | 0 | 0 | For |
| CLEARWATER INVESTMENT TRUST | 0 | 0 | 0 | 117,159 | Withhold |
| Invesco | 78,246 | 0 | 0 | 0 | For |
| T. Rowe Price | 44,000 | 0 | 0 | 0 | For |
| Charles Schwab | 0 | 0 | 0 | 22,775 | Withhold |
| American Century | 18,727 | 0 | 0 | 0 | For |
| Goldman Sachs | 14,001 | 0 | 0 | 0 | For |
| MASTER INVESTMENT PORTFOLIO | 0 | 0 | 0 | 9,814 | Withhold |
| Blackstone Alternative Investment Funds | 6,500 | 0 | 0 | 0 | For |
| Equitable | 0 | 0 | 0 | 4,555 | Withhold |
| Russell Investments | 0 | 0 | 0 | 1,205 | Withhold |
| Guggenheim | 172 | 0 | 0 | 0 | For |
| Northern Trust | 51 | 0 | 0 | 0 | For |
Combines 3 wordings of this item as funds reported it.
87% Majority: yes · of votes cast
Description as filed by funds: Election of three Class II Directors: David D. May
UPLAND SOFTWARE INC.’s own tally for this item (“Elect Director: David D. May”): 21,095,713 for, 3,263,944 withheld, per its Form 8-K filed June 4, 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 + WITHHELD); abstentions and broker non-votes are excluded.
The 17 asset managers below reported 2,633,866 for, 1,427,705 withheld.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 1,884,337 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 0 | 0 | 0 | 1,134,695 | Withhold |
| Fidelity | 336,539 | 0 | 0 | 0 | For |
| BlackRock | 0 | 0 | 0 | 200,395 | Withhold |
| BRIDGEWAY FUNDS INC | 188,400 | 0 | 0 | 0 | For |
| CLEARWATER INVESTMENT TRUST | 117,159 | 0 | 0 | 0 | For |
| Invesco | 0 | 0 | 0 | 78,246 | Withhold |
| T. Rowe Price | 44,000 | 0 | 0 | 0 | For |
| Charles Schwab | 22,775 | 0 | 0 | 0 | For |
| American Century | 18,727 | 0 | 0 | 0 | For |
| Goldman Sachs | 14,001 | 0 | 0 | 0 | For |
| MASTER INVESTMENT PORTFOLIO | 0 | 0 | 0 | 9,814 | Withhold |
| Blackstone Alternative Investment Funds | 6,500 | 0 | 0 | 0 | For |
| Equitable | 0 | 0 | 0 | 4,555 | Withhold |
| Russell Investments | 1,205 | 0 | 0 | 0 | For |
| Guggenheim | 172 | 0 | 0 | 0 | For |
| Northern Trust | 51 | 0 | 0 | 0 | For |
Combines 3 wordings of this item as funds reported it.
89% Majority: yes · of votes cast
Description as filed by funds: Election of three Class II Directors: Timothy W. Mattox
UPLAND SOFTWARE INC.’s own tally for this item (“Elect Director: Timothy W. Mattox”): 21,614,601 for, 2,745,056 withheld, per its Form 8-K filed June 4, 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: 89% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 17 asset managers below reported 3,837,019 for, 224,552 withheld.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 1,884,337 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 1,134,695 | 0 | 0 | 0 | For |
| Fidelity | 253,126 | 0 | 0 | 83,413 | Mixed |
| BlackRock | 200,395 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 188,400 | 0 | 0 | 0 | For |
| CLEARWATER INVESTMENT TRUST | 0 | 0 | 0 | 117,159 | Withhold |
| Invesco | 78,246 | 0 | 0 | 0 | For |
| T. Rowe Price | 44,000 | 0 | 0 | 0 | For |
| Charles Schwab | 0 | 0 | 0 | 22,775 | Withhold |
| American Century | 18,727 | 0 | 0 | 0 | For |
| Goldman Sachs | 14,001 | 0 | 0 | 0 | For |
| MASTER INVESTMENT PORTFOLIO | 9,814 | 0 | 0 | 0 | For |
| Blackstone Alternative Investment Funds | 6,500 | 0 | 0 | 0 | For |
| Equitable | 4,555 | 0 | 0 | 0 | For |
| Russell Investments | 0 | 0 | 0 | 1,205 | Withhold |
| Guggenheim | 172 | 0 | 0 | 0 | For |
| Northern Trust | 51 | 0 | 0 | 0 | For |
Combines 2 wordings of this item as funds reported it.
92% Fund and manager reports combined; may count the same shares twice · no official result
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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 1,884,337 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 1,134,695 | 0 | 0 | 0 | For |
| Fidelity | 336,539 | 0 | 0 | 0 | For |
| BlackRock | 200,395 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 188,400 | 0 | 0 | 0 | For |
| CLEARWATER INVESTMENT TRUST | 117,159 | 0 | 0 | 0 | For |
| Invesco | 78,246 | 0 | 0 | 0 | For |
| T. Rowe Price | 44,000 | 0 | 0 | 0 | For |
| Charles Schwab | 22,775 | 0 | 0 | 0 | For |
| American Century | 0 | 18,727 | 0 | 0 | Against |
| Goldman Sachs | 14,001 | 0 | 0 | 0 | For |
| MASTER INVESTMENT PORTFOLIO | 9,814 | 0 | 0 | 0 | For |
| Blackstone Alternative Investment Funds | 6,500 | 0 | 0 | 0 | For |
| Equitable | 4,555 | 0 | 0 | 0 | For |
| Russell Investments | 1,205 | 0 | 0 | 0 | For |
| Guggenheim | 172 | 0 | 0 | 0 | For |
| Northern Trust | 51 | 0 | 0 | 0 | For |
Fund voting reports, all 17 managers: 4,042,844 for, 18,727 against.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| DE Shaw | 1,314,172 | 0 | 0 | 0 | For |
| NEW SOUTH CAPITAL MANAGEMENT INC | 1,002,461 | 0 | 0 | 0 | For |
| CastleKnight Management LP | 0 | 960,543 | 0 | 0 | Against |
| RICE HALL JAMES & ASSOCIATES, LLC | 865,999 | 0 | 0 | 0 | For |
| Two Sigma | 553,330 | 0 | 0 | 0 | For |
| BlackRock | 530,256 | 0 | 0 | 0 | For |
| MARSHALL WACE, LLP | 387,298 | 0 | 0 | 0 | For |
| GEODE CAPITAL MANAGEMENT, LLC | 277,856 | 0 | 0 | 0 | For |
| PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO | 277,790 | 0 | 0 | 0 | For |
| Renaissance | 223,591 | 0 | 0 | 0 | For |
| BRIDGEWAY CAPITAL MANAGEMENT, LLC | 195,400 | 0 | 0 | 0 | For |
| ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 185,682 | 0 | 0 | 0 | For |
| AMERIPRISE FINANCIAL INC | 176,144 | 0 | 0 | 0 | For |
| GLOBEFLEX CAPITAL L P | 172,718 | 0 | 0 | 0 | For |
| State Street | 108,889 | 0 | 0 | 0 | For |
| Fidelity | 83,763 | 0 | 0 | 0 | For |
| MACKENZIE FINANCIAL CORP | 80,617 | 0 | 0 | 0 | For |
| Invesco | 78,246 | 0 | 0 | 0 | For |
| O'SHAUGHNESSY ASSET MANAGEMENT, LLC | 48,419 | 0 | 0 | 0 | For |
| Northern Trust | 48,234 | 0 | 0 | 0 | For |
| T. Rowe Price | 44,000 | 0 | 0 | 0 | For |
| Man Group plc | 29,343 | 0 | 0 | 0 | For |
| Citadel | 23,986 | 0 | 0 | 0 | For |
| Charles Schwab | 22,775 | 0 | 0 | 0 | For |
| American Century | 0 | 18,727 | 0 | 0 | Against |
Institutional-manager reports, all 51 managers: 6,792,583 for, 979,270 against. Showing the 25 largest; every one is in the interactive database (link above).
100% of fund votes cast · no official result
Description as filed by funds: To ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025.
The 17 asset managers below reported 4,061,571 for. 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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 1,884,337 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 1,134,695 | 0 | 0 | 0 | For |
| Fidelity | 336,539 | 0 | 0 | 0 | For |
| BlackRock | 200,395 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 188,400 | 0 | 0 | 0 | For |
| CLEARWATER INVESTMENT TRUST | 117,159 | 0 | 0 | 0 | For |
| Invesco | 78,246 | 0 | 0 | 0 | For |
| T. Rowe Price | 44,000 | 0 | 0 | 0 | For |
| Charles Schwab | 22,775 | 0 | 0 | 0 | For |
| American Century | 18,727 | 0 | 0 | 0 | For |
| Goldman Sachs | 14,001 | 0 | 0 | 0 | For |
| MASTER INVESTMENT PORTFOLIO | 9,814 | 0 | 0 | 0 | For |
| Blackstone Alternative Investment Funds | 6,500 | 0 | 0 | 0 | For |
| Equitable | 4,555 | 0 | 0 | 0 | For |
| Russell Investments | 1,205 | 0 | 0 | 0 | For |
| Guggenheim | 172 | 0 | 0 | 0 | For |
| Northern Trust | 51 | 0 | 0 | 0 | For |
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 28,484,279 shares outstanding at the time of that meeting.
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Vanguard | 6.62% |
| 2 | Columbia Threadneedle | 3.98% |
| 3 | Fidelity | 1.18% |
| 4 | BlackRock | 0.70% |
| 5 | BRIDGEWAY FUNDS INC | 0.66% |
| 6 | CLEARWATER INVESTMENT TRUST | 0.41% |
| 7 | Invesco | 0.27% |
| 8 | T. Rowe Price | 0.15% |
| 9 | Charles Schwab | 0.08% |
| 10 | American Century | 0.07% |
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | DE Shaw | 4.61% |
| 2 | NEW SOUTH CAPITAL MANAGEMENT INC | 3.52% |
| 3 | CastleKnight Management LP | 3.37% |
| 4 | RICE HALL JAMES & ASSOCIATES, LLC | 3.04% |
| 5 | Two Sigma | 1.94% |
| 6 | BlackRock | 1.86% |
| 7 | MARSHALL WACE, LLP | 1.36% |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 0.98% |
| 9 | PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO | 0.98% |
| 10 | Renaissance | 0.78% |
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 |
|---|---|---|
| Jalak Investments B.V. | 9.13% | 13G |
| Vanguard Group | 6.51% | 13F |
| D.E. Shaw | 4.69% | 13F |
| CastleKnight Master Fund LP | 3.58% | 13G |
| BlackRock | 2.82% | 13F |
| Two Sigma | 1.07% | 13F |
| Renaissance Technologies | 1.00% | 13F |
| Geode Capital | 0.98% | 13F |
| State Street | 0.39% | 13F |
| FMR (Fidelity) | 0.29% | 13F |
Percentages above are of 28,484,279 shares outstanding, as reported by UPLAND SOFTWARE INC. on its Form 10-Q dated May 9, 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 UPLAND SOFTWARE INC.’s 10-Q dated May 9, 2025. This page is a static snapshot rebuilt weekly on November 8, 2026; a live search always shows the current data.
UPLAND SOFTWARE INC. proxy season coverage: 2023-2024 · 2024-2025 (this page).
proxyvotesnow.com, “UPLAND SOFTWARE (UPLD) 2025 Annual Meeting: Shareholder Vote Results”, https://proxyvotesnow.com/company/upland-software-inc/2025 (version of November 9, 2026). Derived from SEC Form N-PX and Form 8-K filings; tables licensed CC BY 4.0. Licence: CC BY 4.0.