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UPWORK INC. 2023-2024 Proxy Voting Records

Compiled from SEC Form N-PX filings and UPWORK INC.’s Form 8-K, filed 2024-06-10 (Item 5.07 on EDGAR). Page generated 04 October 2026.

8Reported items
266Asset managers
1,352Fund votes
2024-06-07Meeting date

Proxy season: 2023-2024 2024-2025 2025-2026

Explore UPWORK INC. in the interactive database Compare manager voting policies

Official 2023-2024 meeting results reported by UPWORK INC.

These tallies are UPWORK INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed 2024-06-10 (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.

UPWORK INC. — official shareholder meeting results, meeting held 2024-06-07
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Outcome
Elect Director: Hayden Brown	74,055,928	18,405,369	613,348	--	--	Majority: yes
Elect Director: Gregory C. Gretsch	73,174,745	19,302,333	597,567	--	--	Majority: yes
Elect Director: Anilu Vazquez-Ubarri	73,809,747	18,574,660	690,238	--	--	Majority: yes

Source: UPWORK INC., Form 8-K, filed with the SEC on 2024-06-10 — read the filing on EDGAR.

How asset managers voted at the UPWORK INC. 2023-2024 meeting

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. 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 UPWORK 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.

1. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION.

SECTION 14A SAY-ON-PAY VOTES

Combines 4 wordings of this item as funds reported it.

92% fund support · no official result

FOR 92%8%

The 254 asset managers below cast 92% of the shares they voted on this item FOR (81,062,769 for, 6,689,660 against).

FOR: 81,062,769 (92.4%)AGAINST: 6,689,660 (7.6%)UNKNOWN: 7 (0.0%)

Largest asset managers voting on “ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION.” at UPWORK INC., 2023-2024
Asset manager	For	Against	Vote
Vanguard	16,134,326	0	For
BlackRock	8,789,468	0	For
Ancient Art, L.P.	5,224,436	0	For
Capital Group	289	4,771,126	Against
Two Sigma	3,633,103	0	For
Fidelity	3,209,199	0	For
GEODE CAPITAL MANAGEMENT, LLC	2,831,410	0	For
Dorsey Asset Management, LLC	2,760,387	0	For
BAILLIE GIFFORD & CO LTD	2,725,716	0	For
State Street	2,648,177	0	For
Nuveen	2,553,073	0	For
TIAA	2,547,690	0	For
Charles Schwab	1,991,566	0	For
Citadel	1,838,407	0	For
FULLER & THALER ASSET MANAGEMENT, INC.	1,373,231	0	For
Dimensional	1,301,779	0	For
Invenomic Capital Management LP	1,252,843	0	For
NORTHERN LIGHTS FUND TRUST II	1,150,104	0	For
Goldman Sachs	1,120,667	0	For
GREENOAKS CAPITAL PARTNERS LLC	1,057,927	0	For
BBH Trust	900,000	0	For
Northern Trust	791,385	0	For
Renaissance	786,838	0	For
DE Shaw	783,976	0	For
Prudential/PGIM	24,863	741,692	Against

Showing the 25 largest of 254 asset managers. See all 254 in the interactive database.

2. Election of Class III directors to serve until the 2027 annual meeting of stockholders: Anilu Vazquez-Ubarri

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 6 wordings of this item as funds reported it.

80% Majority: yes · of votes cast

FOR 80%AGAINST 20%

FOR: 73,809,747AGAINST: 18,574,660

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 2024-06-10 (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. Of all 133,118,345 outstanding shares: 55% for, 14% against (69% of the company cast a for/against vote).

The 73 asset managers below cast 87% of the shares they voted on this item FOR (33,197,561 for, 4,921,543 against).

FOR 87%13%

FOR: 33,197,561 (87.1%)AGAINST: 4,921,543 (12.9%)

Largest asset managers voting on “Election of Class III directors to serve until the 2027 annual meeting of stockholders: Anilu Vazquez-Ubarri” at UPWORK INC., 2023-2024
Asset manager	For	Against	Vote
Vanguard	15,649,802	0	For
BlackRock	4,450,429	0	For
Fidelity	2,945,662	0	For
TIAA	2,547,690	0	For
Capital Group	2,385,553	0	For
NORTHERN LIGHTS FUND TRUST II	1,150,104	0	For
Dimensional	0	1,106,963	Against
Charles Schwab	995,782	0	For
BBH Trust	900,000	0	For
Capitol Series Trust	0	873,000	Against
OLD WESTBURY FUNDS INC	0	721,341	Against
OBERWEIS FUNDS	0	469,200	Against
Goldman Sachs	0	396,211	Against
Equitable	192,519	163,399	For
Federated Hermes	304,297	0	For
Amplify ETF Trust	297,241	0	For
QUANTITATIVE MASTER SERIES LLC	233,226	0	For
Lincoln Financial	113,427	61,712	For
Prudential/PGIM	166,663	0	For
LKCM Funds	0	142,058	Against
Nationwide	857	134,221	Against
BCM Focus Funds	120,000	0	For
Lord Abbett	0	117,725	Against
State Street	87,818	28,666	For
RBB FUND, INC.	14,794	85,111	Against

Showing the 25 largest of 73 asset managers. See all 73 in the interactive database.

3. Election of Class III directors to serve until the 2027 annual meeting of stockholders: Gregory C. Gretsch

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 6 wordings of this item as funds reported it.

79% Majority: yes · of votes cast

FOR 79%AGAINST 21%

FOR: 73,174,745AGAINST: 19,302,333

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 2024-06-10 (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. Of all 133,118,345 outstanding shares: 55.0% for, 15% against (69% of the company cast a for/against vote).

The 73 asset managers below cast 86% of the shares they voted on this item FOR (32,899,892 for, 5,219,194 against).

FOR 86%14%

FOR: 32,899,892 (86.3%)AGAINST: 5,219,194 (13.7%)

Largest asset managers voting on “Election of Class III directors to serve until the 2027 annual meeting of stockholders: Gregory C. Gretsch” at UPWORK INC., 2023-2024
Asset manager	For	Against	Vote
Vanguard	15,649,802	0	For
BlackRock	4,450,429	0	For
Fidelity	2,945,662	0	For
TIAA	2,547,690	0	For
Capital Group	2,385,553	0	For
NORTHERN LIGHTS FUND TRUST II	1,150,104	0	For
Dimensional	0	1,106,963	Against
Charles Schwab	995,782	0	For
BBH Trust	900,000	0	For
Capitol Series Trust	0	873,000	Against
OLD WESTBURY FUNDS INC	0	721,341	Against
OBERWEIS FUNDS	0	469,200	Against
Goldman Sachs	0	396,211	Against
Equitable	192,519	163,399	For
Federated Hermes	304,297	0	For
Amplify ETF Trust	0	297,241	Against
QUANTITATIVE MASTER SERIES LLC	233,226	0	For
Lincoln Financial	113,427	61,712	For
Prudential/PGIM	166,663	0	For
LKCM Funds	0	142,058	Against
Nationwide	857	134,221	Against
BCM Focus Funds	120,000	0	For
Lord Abbett	0	117,725	Against
State Street	87,818	28,666	For
RBB FUND, INC.	14,777	85,111	Against

Showing the 25 largest of 73 asset managers. See all 73 in the interactive database.

4. Election of Class III directors to serve until the 2027 annual meeting of stockholders: Hayden Brown

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 6 wordings of this item as funds reported it.

80% Majority: yes · of votes cast

FOR 80%AGAINST 20%

FOR: 74,055,928AGAINST: 18,405,369

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 2024-06-10 (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. Of all 133,118,345 outstanding shares: 56% for, 14% against (69% of the company cast a for/against vote).

The 73 asset managers below cast 87% of the shares they voted on this item FOR (33,316,716 for, 4,802,353 against).

FOR 87%13%

FOR: 33,316,716 (87.4%)AGAINST: 4,802,353 (12.6%)

Largest asset managers voting on “Election of Class III directors to serve until the 2027 annual meeting of stockholders: Hayden Brown” at UPWORK INC., 2023-2024
Asset manager	For	Against	Vote
Vanguard	15,649,802	0	For
BlackRock	4,450,429	0	For
Fidelity	2,945,662	0	For
TIAA	2,547,690	0	For
Capital Group	2,385,553	0	For
NORTHERN LIGHTS FUND TRUST II	1,150,104	0	For
Dimensional	0	1,106,963	Against
Charles Schwab	995,782	0	For
BBH Trust	900,000	0	For
Capitol Series Trust	0	873,000	Against
OLD WESTBURY FUNDS INC	0	721,341	Against
OBERWEIS FUNDS	0	469,200	Against
Goldman Sachs	0	396,211	Against
Equitable	311,709	44,209	For
Federated Hermes	304,297	0	For
Amplify ETF Trust	297,241	0	For
QUANTITATIVE MASTER SERIES LLC	233,226	0	For
Lincoln Financial	113,427	61,712	For
Prudential/PGIM	166,663	0	For
LKCM Funds	0	142,058	Against
Nationwide	857	134,221	Against
BCM Focus Funds	120,000	0	For
Lord Abbett	0	117,725	Against
State Street	87,818	28,666	For
RBB FUND, INC.	14,760	85,111	Against

Showing the 25 largest of 73 asset managers. See all 73 in the interactive database.

5. Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2024.

AUDIT-RELATED

Combines 4 wordings of this item as funds reported it.

99.2% fund support · no official result

FOR 99.2%

The 71 asset managers below cast 99.2% of the shares they voted on this item FOR (36,948,024 for, 297,842 against).

FOR: 36,948,024 (99.2%)AGAINST: 297,842 (0.8%)

Largest asset managers voting on “Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting ” at UPWORK INC., 2023-2024
Asset manager	For	Against	Vote
Vanguard	15,649,802	0	For
BlackRock	4,450,429	0	For
Fidelity	2,945,662	0	For
TIAA	2,547,690	0	For
Capital Group	2,385,553	0	For
NORTHERN LIGHTS FUND TRUST II	1,150,104	0	For
Dimensional	1,106,963	0	For
Charles Schwab	995,782	0	For
BBH Trust	900,000	0	For
OLD WESTBURY FUNDS INC	721,341	0	For
OBERWEIS FUNDS	469,200	0	For
Goldman Sachs	396,211	0	For
Equitable	355,918	0	For
Federated Hermes	304,297	0	For
Amplify ETF Trust	0	297,241	Against
QUANTITATIVE MASTER SERIES LLC	233,226	0	For
Lincoln Financial	175,139	0	For
Prudential/PGIM	166,663	0	For
LKCM Funds	142,058	0	For
Nationwide	135,078	0	For
BCM Focus Funds	120,000	0	For
Lord Abbett	117,725	0	For
State Street	116,293	191	For
RBB FUND, INC.	99,854	0	For
JPMorgan	89,767	0	For

Showing the 25 largest of 71 asset managers. See all 71 in the interactive database.

6. Advisory Vote to Ratify Named Executive Officers' Compensation

SECTION 14A SAY-ON-PAY VOTES

82% fund support · no official result

FOR 82%AGAINST 18%

The 7 asset managers below cast 82% of the shares they voted on this item FOR (1,184,349 for, 256,184 against).

FOR: 1,184,349 (82.2%)AGAINST: 256,184 (17.8%)

Largest asset managers voting on “Advisory Vote to Ratify Named Executive Officers' Compensation” at UPWORK INC., 2023-2024
Asset manager	For	Against	Vote
Capitol Series Trust	873,000	0	For
APG Asset Management US Inc.	0	254,861	Against
Divisadero Street Capital Management, LP	159,155	0	For
JPMorgan	145,007	0	For
ESSEX INVESTMENT MANAGEMENT CO LLC	4,447	0	For
ALGERT GLOBAL LLC	2,740	0	For
Desjardins Global Asset Management Inc.	0	1,323	Against

7. 14A Executive Compensation

SECTION 14A SAY-ON-PAY VOTES

100% fund support · no official result

FOR 100%

The 2 asset managers below cast 100% of the shares they voted on this item FOR (52,000 for, 0 against).

FOR: 52,000 (100.0%)

Largest asset managers voting on “14A Executive Compensation” at UPWORK INC., 2023-2024
Asset manager	For	Against	Abstain	Withheld	Vote
O'Brien Wealth Partners LLC	39,314	0	0	0	For
Cornerstone Investment Partners, LLC	12,686	0	0	0	For

8. Say on pay

SECTION 14A SAY-ON-PAY VOTES

100% fund support · no official result

FOR 100%

The 2 asset managers below cast 100% of the shares they voted on this item FOR (380,020 for, 0 against).

FOR: 380,020 (100.0%)

Largest asset managers voting on “Say on pay” at UPWORK INC., 2023-2024
Asset manager	For	Against	Abstain	Withheld	Vote
Circumference Group LLC	380,000	0	0	0	For
Empower	20	0	0	0	For

Largest UPWORK INC. shareholders voting in 2023-2024

Ranked by the number of UPWORK INC. shares each manager voted on the most widely held ballot item of the 2023-2024 meeting, shown as a share of the 133,118,345 shares outstanding at the time of that meeting.

Top UPWORK INC. shareholders by shares voted, 2023-2024
#	Asset manager	% of shares outstanding
1	Vanguard	12.12%
2	BlackRock	6.60%
3	Ancient Art, L.P.	3.92%
4	Capital Group	3.58%
5	Two Sigma	2.73%
6	Fidelity	2.41%
7	GEODE CAPITAL MANAGEMENT, LLC	2.13%
8	Dorsey Asset Management, LLC	2.07%
9	BAILLIE GIFFORD & CO LTD	2.05%
10	State Street	1.99%

Reported UPWORK INC. ownership

Positions disclosed to the SEC on Schedules 13D and 13G, Form 13F and the company’s own proxy statement (DEF 14A).

UPWORK INC. beneficial owners on record for the 2023-2024 proxy season
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 2024-03-31 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 meeting, so the percentages are the ones that were true then, not ones restated against today’s share count.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered investment companies and institutional managers disclose how they voted every proxy, 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 2024-03-31. This page is a static snapshot rebuilt weekly on 04 October 2026; a live search always shows the current data.

At UPWORK INC.'s shareholder meeting held 2024-06-07, in the 2023-2024 proxy season, 266 asset managers reported how they voted in their SEC Form N-PX filings, covering 1,352 separate fund positions. Their filings are grouped here into 8 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. UPWORK 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 — ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION. — the reporting funds cast 92% of the shares they voted in favour (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). That is the aggregate of those managers' own N-PX disclosures, not the company's certified result, and the funds are a subset of all shareholders.

UPWORK INC. proxy season coverage: 2023-2024 (this page) · 2024-2025 · 2025-2026.