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UPWORK INC. 2024-2025 Proxy Voting Records

Compiled from SEC Form N-PX filings and UPWORK INC.’s Form 8-K, filed 2025-06-05 (Item 5.07 on EDGAR). Page generated 04 October 2026.

  • 8Reported items
  • 279Asset managers
  • 1,483Fund votes
  • 2025-06-05Meeting date

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

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

Official 2024-2025 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 2025-06-05 (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 2025-06-05
Ballot itemForAgainst AbstainWithheldBroker non-votesOutcome
Elect Director: Thomas Layton 87,529,67718,068,66645,120 ---- Majority: yes
Elect Director: Dana L. Evan 105,262,295360,66520,503 ---- Majority: yes
Elect Director: Kevin Harvey 91,447,79414,150,63545,034 ---- Majority: yes

Source: UPWORK INC., Form 8-K, filed with the SEC on 2025-06-05 — read the filing on EDGAR.

How asset managers voted at the UPWORK INC. 2024-2025 meeting

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. 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

Meeting held 2025-06-05.

Combines 3 wordings of this item as funds reported it.

92% fund support · no official result

FOR 92%8%

The 261 asset managers below cast 92% of the shares they voted on this item FOR (107,768,543 for, 8,920,051 against).

FOR: 107,768,543 (92.4%)AGAINST: 8,920,051 (7.6%)ABSTAIN: 0 (0.0%)NOT VOTED: 1,626 (0.0%)
Largest asset managers voting on “Advisory vote to approve named executive officer compensation.” at UPWORK INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
T. Rowe Price34,493,1510 00For
Vanguard15,297,7761,010 00For
Fidelity8,155,4810 00For
Capital Group07,796,784 00Against
BlackRock7,542,4410 00For
Invesco3,735,0690 00For
LSV ASSET MANAGEMENT3,392,3310 00For
GEODE CAPITAL MANAGEMENT, LLC3,032,0820 00For
State Street2,572,32241,517 00For
Ancient Art, L.P.2,491,6740 00For
Charles Schwab2,096,4790 00For
Dimensional1,635,9930 00For
BAILLIE GIFFORD & CO LTD1,265,4390 00For
Northern Trust1,036,5121,049 00For
Nuveen1,011,3500 00For
TIAA1,000,7240 00For
Fiera Capital Corp923,85947,783 00For
Two Sigma921,1410 00For
Renaissance690,7290 00For
AllianceBernstein629,4900 00For
Portolan Capital Management, LLC625,1580 00For
ARROWSTREET CAPITAL, LIMITED PARTNERSHIP609,2940 00For
Bridge Builder Trust515,9520 00For
ICONIQ Capital, LLC491,7860 00For
Invenomic Capital Management LP464,5640 00For

Showing the 25 largest of 261 asset managers. See all 261 in the interactive database.

2. Election of Class I directors to serve until the 2028 annual meeting of stockholders: Dana L. Evan

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-06-05.

Combines 3 wordings of this item as funds reported it.

99.6% Majority: yes · of votes cast

FOR 99.6%
FOR: 105,262,295AGAINST: 360,665

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 2025-06-05 (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 134,048,900 outstanding shares: 79% for, 0.3% against (79% of the company cast a for/against vote).

The 76 asset managers below cast 99.6% of the shares they voted on this item FOR (54,519,563 for, 216,985 against).

FOR 99.6%
FOR: 54,519,563 (99.6%)AGAINST: 216,985 (0.4%)ABSTAIN: 0 (0.0%)
Largest asset managers voting on “Election of Class I directors to serve until the 2028 annual meeting of stockholders: Dana L. Evan” at UPWORK INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard14,764,7690 00For
T. Rowe Price14,530,5560 00For
Fidelity5,848,8770 00For
BlackRock4,136,9220 00For
Capital Group3,898,3920 00For
Invesco1,651,7820 00For
Dimensional1,316,9860 00For
Charles Schwab1,048,2260 00For
TIAA1,000,7240 00For
Bridge Builder Trust515,9520 00For
Brighthouse461,6170 00For
NORTHERN LIGHTS FUND TRUST II378,8290 00For
Equitable326,0290 00For
First Trust309,2090 00For
Pacer Funds Trust276,2930 00For
Grandeur Peak Global Trust266,0680 00For
Amplify ETF Trust258,6010 00For
MassMutual253,3520 00For
AllianceBernstein251,2800 00For
Transamerica238,9320 00For
LKCM Funds229,3760 00For
RBB FUND, INC.3,433216,985 00Against
Janus Detroit Street Trust185,3060 00For
Lincoln Financial180,0460 00For
American Century156,8500 00For

Showing the 25 largest of 76 asset managers. See all 76 in the interactive database.

3. Election of Class I directors to serve until the 2028 annual meeting of stockholders: Kevin Harvey

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-06-05.

Combines 3 wordings of this item as funds reported it.

87% Majority: yes · of votes cast

FOR 87%13%
FOR: 91,447,794AGAINST: 14,150,635

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 2025-06-05 (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 134,048,900 outstanding shares: 68% for, 11% against (79% of the company cast a for/against vote).

The 76 asset managers below cast 92% of the shares they voted on this item FOR (50,477,059 for, 4,259,489 against).

FOR 92%8%
FOR: 50,477,059 (92.2%)AGAINST: 4,259,489 (7.8%)ABSTAIN: 0 (0.0%)
Largest asset managers voting on “Election of Class I directors to serve until the 2028 annual meeting of stockholders: Kevin Harvey” at UPWORK INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard14,764,7690 00For
T. Rowe Price14,530,5560 00For
Fidelity5,476,981371,896 00For
BlackRock4,136,9220 00For
Capital Group3,898,3920 00For
Invesco1,651,7820 00For
Dimensional01,316,986 00Against
Charles Schwab1,048,2260 00For
TIAA1,000,7240 00For
Bridge Builder Trust515,9520 00For
Brighthouse411,68649,931 00For
NORTHERN LIGHTS FUND TRUST II378,8290 00For
Equitable199,099126,930 00For
First Trust0309,209 00Against
Pacer Funds Trust276,2930 00For
Grandeur Peak Global Trust266,0680 00For
Amplify ETF Trust0258,601 00Against
MassMutual253,3520 00For
AllianceBernstein0251,280 00Against
Transamerica238,9320 00For
LKCM Funds0229,376 00Against
RBB FUND, INC.3,433216,985 00Against
Janus Detroit Street Trust0185,306 00Against
Lincoln Financial100,68379,363 00For
American Century0156,850 00Against

Showing the 25 largest of 76 asset managers. See all 76 in the interactive database.

4. Election of Class I directors to serve until the 2028 annual meeting of stockholders: Thomas Layton

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-06-05.

Combines 3 wordings of this item as funds reported it.

83% Majority: yes · of votes cast

FOR 83%AGAINST 17%
FOR: 87,529,677AGAINST: 18,068,666

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 2025-06-05 (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 134,048,900 outstanding shares: 65% for, 13% against (79% of the company cast a for/against vote).

The 76 asset managers below cast 88% of the shares they voted on this item FOR (48,407,912 for, 6,328,636 against).

FOR 88%12%
FOR: 48,407,912 (88.4%)AGAINST: 6,328,636 (11.6%)ABSTAIN: 0 (0.0%)
Largest asset managers voting on “Election of Class I directors to serve until the 2028 annual meeting of stockholders: Thomas Layton” at UPWORK INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard14,764,7690 00For
T. Rowe Price14,530,5560 00For
Fidelity5,476,981371,896 00For
BlackRock4,136,9220 00For
Capital Group3,898,3920 00For
Invesco01,651,782 00Against
Dimensional01,316,986 00Against
Charles Schwab1,048,2260 00For
TIAA1,000,7240 00For
Bridge Builder Trust515,9520 00For
Brighthouse411,68649,931 00For
NORTHERN LIGHTS FUND TRUST II378,8290 00For
Equitable199,099126,930 00For
First Trust0309,209 00Against
Pacer Funds Trust276,2930 00For
Grandeur Peak Global Trust266,0680 00For
Amplify ETF Trust0258,601 00Against
MassMutual9,386243,966 00Against
AllianceBernstein0251,280 00Against
Transamerica238,9320 00For
LKCM Funds0229,376 00Against
RBB FUND, INC.3,433216,985 00Against
Janus Detroit Street Trust0185,306 00Against
Lincoln Financial100,68379,363 00For
American Century0156,850 00Against

Showing the 25 largest of 76 asset managers. See all 76 in the interactive database.

5. Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2025.

AUDIT-RELATED

Meeting held 2025-06-05.

Combines 2 wordings of this item as funds reported it.

99.5% fund support · no official result

FOR 99.5%

The 75 asset managers below cast 99.5% of the shares they voted on this item FOR (54,474,890 for, 260,009 against).

FOR: 54,474,890 (99.5%)AGAINST: 260,009 (0.5%)ABSTAIN: 0 (0.0%)
Largest asset managers voting on “Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting ” at UPWORK INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard14,764,7690 00For
T. Rowe Price14,530,5560 00For
Fidelity5,848,8770 00For
BlackRock4,136,9220 00For
Capital Group3,898,3920 00For
Invesco1,651,7820 00For
Dimensional1,316,9860 00For
Charles Schwab1,048,2260 00For
TIAA1,000,7240 00For
Bridge Builder Trust515,9520 00For
Brighthouse461,6170 00For
NORTHERN LIGHTS FUND TRUST II378,8290 00For
Equitable326,0290 00For
First Trust309,2090 00For
Pacer Funds Trust276,2930 00For
Grandeur Peak Global Trust266,0680 00For
Amplify ETF Trust0258,601 00Against
MassMutual253,3520 00For
AllianceBernstein251,2800 00For
Transamerica238,9320 00For
LKCM Funds229,3760 00For
RBB FUND, INC.220,4180 00For
Janus Detroit Street Trust185,3060 00For
Lincoln Financial180,0460 00For
American Century156,8500 00For

Showing the 25 largest of 75 asset managers. See all 75 in the interactive database.

6. Advisory Vote to Ratify Named Executive Officers' Compensation

SECTION 14A SAY-ON-PAY VOTES

Meeting held 2025-06-05.

52.2% fund support · no official result

FOR 52.2%AGAINST 47.8%

The 10 asset managers below cast 52.2% of the shares they voted on this item FOR (267,463 for, 244,970 against).

FOR: 267,463 (52.2%)AGAINST: 244,970 (47.8%)
Largest asset managers voting on “Advisory Vote to Ratify Named Executive Officers' Compensation” at UPWORK INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
NORDEA INVESTMENT MANAGEMENT AB0241,843 00Against
JPMorgan192,3350 00For
ESSEX INVESTMENT MANAGEMENT CO LLC35,9130 00For
APG Asset Management US Inc.22,4560 00For
Cornerstone Investment Partners, LLC15,5250 00For
HC CAPITAL TRUST01,649 00Against
Desjardins Global Asset Management Inc.01,478 00Against
FAYEZ SAROFIM & CO7490 00For
TD ASSET MANAGEMENT INC4350 00For
BEACON INVESTMENT ADVISORY SERVICES, INC.500 00For

7. Say on pay

SECTION 14A SAY-ON-PAY VOTES

Meeting held 2025-06-05.

100% fund support · no official result

FOR 100%

The 2 asset managers below cast 100% of the shares they voted on this item FOR (500,114 for, 0 against).

FOR: 500,114 (100.0%)
Largest asset managers voting on “Say on pay” at UPWORK INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Circumference Group LLC500,0000 00For
Empower1140 00For

8. Advisory vote to approve Named Executive Officer compensation.

SECTION 14A SAY-ON-PAY VOTES

Meeting held 2024-06-07 (outside the 2024-2025 season's 1 July to 30 June window; reported in this season's filings).

Combines 2 wordings of this item as funds reported it.

0% fund support · no official result

AGAINST 100%

The 2 asset managers below cast 0% of the shares they voted on this item FOR (0 for, 60 against).

AGAINST: 60 (100.0%)
Largest asset managers voting on “Advisory vote to approve Named Executive Officer compensation.” at UPWORK INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
COLDSTREAM CAPITAL MANAGEMENT INC060 00Against
Echo45 Advisors LLC00 00--

Largest UPWORK INC. shareholders voting in 2024-2025

Ranked by the number of UPWORK INC. shares each manager voted on the most widely held ballot item of the 2024-2025 meeting, shown as a share of the 134,048,900 shares outstanding at the time of that meeting.

Top UPWORK INC. shareholders by shares voted, 2024-2025
#Asset manager % of shares outstanding
1T. Rowe Price 25.73%
2Vanguard 11.41%
3Fidelity 6.08%
4Capital Group 5.82%
5BlackRock 5.63%
6Invesco 2.79%
7LSV ASSET MANAGEMENT 2.53%
8GEODE CAPITAL MANAGEMENT, LLC 2.26%
9State Street 1.95%
10Ancient Art, L.P. 1.86%

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 2024-2025 proxy season
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 2025-03-31 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 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 2025-03-31. 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 2025-06-05, in the 2024-2025 proxy season, 279 asset managers reported how they voted in their SEC Form N-PX filings, covering 1,483 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 · 2024-2025 (this page) · 2025-2026.