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Upwork Inc. 2025-2026 Proxy Voting Records

Compiled from SEC Form N-PX filings and Upwork Inc.’s Form 8-K, filed 2026-06-05 (Item 5.07 on EDGAR). Page generated 02 October 2026.

12Reported items
325Asset managers
2,593Fund votes
2026-06-04Meeting date

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

Explore Upwork Inc. in the interactive database Compare manager voting policies

Official 2025-2026 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 2026-06-05 (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 2026-06-04
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Outcome
Elect Director: Claire Bramley	92,646,852	246,370	2,951,648	--	--	Majority: yes
Elect Director: David Lissy	92,511,000	377,773	2,956,097	--	--	Majority: yes
Elect Director: Gary Steele	78,600,865	17,127,041	116,964	--	--	Majority: yes

Source: Upwork Inc., Form 8-K, filed with the SEC on 2026-06-05 — read the filing on EDGAR.

How asset managers voted at the Upwork Inc. 2025-2026 meeting

Each item below shows how the 325 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 3 wordings of this item as funds reported it.

73% fund support · no official result

FOR 73%AGAINST 27%

The 309 asset managers below cast 73% of the shares they voted on this item FOR (79,907,282 for, 29,128,856 against).

FOR: 79,907,282 (73.2%)AGAINST: 29,128,856 (26.7%)ABSTAIN: 60,365 (0.1%)NOT VOTED: 5,556 (0.0%)

Largest asset managers voting on “Advisory vote to approve named executive officer compensation.” at Upwork Inc., 2025-2026
Asset manager	For	Against	Vote
T. Rowe Price	27,449,759	0	For
Vanguard	14,855,261	21,941	For
Capital Group	0	9,447,116	Against
BlackRock	8,739,354	246,979	For
Ancient Art, L.P.	6,256,516	0	For
LSV ASSET MANAGEMENT	3,336,891	151,700	For
Fidelity	2,026,613	603,563	For
American Century	0	2,447,612	Against
Charles Schwab	2,377,988	0	For
Boston Partners	3,225	1,978,212	Against
Invenomic Capital Management LP	1,831,407	0	For
JUPITER ASSET MANAGEMENT LTD	0	1,399,995	Against
State Street	1,169,608	27,179	For
RICE HALL JAMES & ASSOCIATES, LLC	1,172,809	0	For
PRINCIPAL GLOBAL INVESTORS	0	1,104,448	Against
Portolan Capital Management, LLC	0	1,089,016	Against
GEODE CAPITAL MANAGEMENT, LLC	1,017,266	0	For
Northern Trust	752,749	38,712	For
Wellington	684,830	0	For
AllianceBernstein	0	667,493	Against
Fiera Capital Corp	0	657,281	Against
Pacer Funds Trust	536,410	0	For
Bridge Builder Trust	525,757	0	For
Hillsdale Investment Management Inc.	0	502,000	Against
Principal Exchange-Traded Funds	0	466,648	Against

Showing the 25 largest of 309 asset managers. See all 309 in the interactive database.

2. Advisory vote on the frequency of future advisory votes to approve named executive officer compensation.

SECTION 14A SAY-ON-PAY VOTES

Combines 2 wordings of this item as funds reported it.

78% fund support · no official result

ONE YEAR 66%1 YEAR 29%

The 309 asset managers below cast 78% of the shares they voted on this item FOR (371,543 for, 105,677 against).

FOR: 371,543 (0.3%)AGAINST: 105,677 (0.1%)ABSTAIN: 12,918 (0.0%)ONE YEAR: 71,683,614 (65.7%)1 YEAR: 31,937,862 (29.3%)1YR: 4,723,558 (4.3%)THREE YEARS: 153,134 (0.1%)1-YEAR: 94,038 (0.1%)3 YEARS: 36,225 (0.0%)NOT VOTED: 5,556 (0.0%)1: 2,000 (0.0%)1.0: 544 (0.0%)3.0: 2 (0.0%)

Largest asset managers voting on “Advisory vote on the frequency of future advisory votes to approve named executive officer compensation.” at Upwork Inc., 2025-2026
Asset manager	For	Against	Abstain	Withheld	Vote
T. Rowe Price	0	0	0	0	One Year
Vanguard	0	0	0	0	One Year
Capital Group	0	0	0	0	1Yr
BlackRock	0	0	0	0	1 Year
Ancient Art, L.P.	0	0	0	0	1 Year
LSV ASSET MANAGEMENT	0	0	0	0	1 Year
Fidelity	0	0	0	0	One Year
American Century	0	0	0	0	One Year
Charles Schwab	0	0	0	0	1 Year
Boston Partners	0	0	0	0	One Year
Invenomic Capital Management LP	0	0	0	0	1 Year
JUPITER ASSET MANAGEMENT LTD	0	0	0	0	One Year
State Street	0	0	0	0	One Year
RICE HALL JAMES & ASSOCIATES, LLC	0	0	0	0	1 Year
PRINCIPAL GLOBAL INVESTORS	0	0	0	0	One Year
Portolan Capital Management, LLC	0	0	0	0	1 Year
GEODE CAPITAL MANAGEMENT, LLC	0	0	0	0	One Year
Northern Trust	0	0	0	0	1 Year
Wellington	0	0	0	0	1 Year
AllianceBernstein	0	0	0	0	One Year
Fiera Capital Corp	0	0	0	0	One Year
Pacer Funds Trust	0	0	0	0	1 Year
Bridge Builder Trust	0	0	0	0	1 Year
Hillsdale Investment Management Inc.	0	0	0	0	One Year
Principal Exchange-Traded Funds	0	0	0	0	One Year

Showing the 25 largest of 309 asset managers. See all 309 in the interactive database.

3. Election of Class II directors to serve until the 2029 annual meeting of stockholders: Claire Bramley

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 4 wordings of this item as funds reported it.

99.7% Majority: yes · of votes cast

FOR 99.7%

FOR: 92,646,852AGAINST: 246,370

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 2026-06-05 (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 123,574,974 outstanding shares: 75% for, 0.2% against (75% of the company cast a for/against vote).

The 95 asset managers below cast 99.8% of the shares they voted on this item FOR (51,367,284 for, 68,825 against).

FOR 99.6%

FOR: 51,367,284 (99.7%)AGAINST: 68,825 (0.1%)ABSTAIN: 12,937 (0.0%)NOT VOTED: 95,956 (0.2%)

Largest asset managers voting on “Election of Class II directors to serve until the 2029 annual meeting of stockholders: Claire Bramley” at Upwork Inc., 2025-2026
Asset manager	For	Against	Abstain	Vote
Vanguard	13,781,939	2	19	For
T. Rowe Price	12,188,128	0	0	For
BlackRock	7,561,369	0	0	For
Capital Group	4,723,558	0	0	For
Fidelity	2,264,426	0	0	For
American Century	1,203,453	0	0	For
Charles Schwab	1,140,963	0	0	For
Pacer Funds Trust	536,410	0	0	For
Bridge Builder Trust	525,757	0	0	For
Principal Exchange-Traded Funds	466,648	0	0	For
Legg Mason	408,484	0	0	For
JPMorgan	316,453	0	0	For
Northwestern Mutual	292,630	0	0	For
LKCM Funds	276,747	0	0	For
Transamerica	275,736	0	0	For
Hartford	269,601	0	0	For
Columbia Threadneedle	268,650	0	0	For
AllianceBernstein	267,164	0	0	For
Equitable	257,456	0	0	For
TIAA	243,646	0	0	For
Amplify ETF Trust	236,201	0	0	For
Jackson National	229,734	0	0	For
Brighthouse	189,124	0	12,918	For
RBB FUND, INC.	195,739	0	0	For
EA Series Trust	192,175	0	0	For

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

4. Election of Class II directors to serve until the 2029 annual meeting of stockholders: David Lissy

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 4 wordings of this item as funds reported it.

99.5% Majority: yes · of votes cast

FOR 99.5%

FOR: 92,511,000AGAINST: 377,773

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 2026-06-05 (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 123,574,974 outstanding shares: 75% for, 0.4% against (75% of the company cast a for/against vote).

The 95 asset managers below cast 99.8% of the shares they voted on this item FOR (51,367,283 for, 68,825 against).

FOR 99.6%

FOR: 51,367,283 (99.7%)AGAINST: 68,825 (0.1%)ABSTAIN: 12,937 (0.0%)NOT VOTED: 95,956 (0.2%)

Largest asset managers voting on “Election of Class II directors to serve until the 2029 annual meeting of stockholders: David Lissy” at Upwork Inc., 2025-2026
Asset manager	For	Against	Abstain	Vote
Vanguard	13,781,938	2	19	For
T. Rowe Price	12,188,128	0	0	For
BlackRock	7,561,369	0	0	For
Capital Group	4,723,558	0	0	For
Fidelity	2,264,426	0	0	For
American Century	1,203,453	0	0	For
Charles Schwab	1,140,963	0	0	For
Pacer Funds Trust	536,410	0	0	For
Bridge Builder Trust	525,757	0	0	For
Principal Exchange-Traded Funds	466,648	0	0	For
Legg Mason	408,484	0	0	For
JPMorgan	316,453	0	0	For
Northwestern Mutual	292,630	0	0	For
LKCM Funds	276,747	0	0	For
Transamerica	275,736	0	0	For
Hartford	269,601	0	0	For
Columbia Threadneedle	268,650	0	0	For
AllianceBernstein	267,164	0	0	For
Equitable	257,456	0	0	For
TIAA	243,646	0	0	For
Amplify ETF Trust	236,201	0	0	For
Jackson National	229,734	0	0	For
Brighthouse	189,124	0	12,918	For
RBB FUND, INC.	195,739	0	0	For
EA Series Trust	192,175	0	0	For

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

5. Election of Class II directors to serve until the 2029 annual meeting of stockholders: Gary Steele

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 4 wordings of this item as funds reported it.

82% Majority: yes · of votes cast

FOR 82%AGAINST 18%

FOR: 78,600,865AGAINST: 17,127,041

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 2026-06-05 (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 123,574,974 outstanding shares: 64% for, 14% against (77% of the company cast a for/against vote).

The 95 asset managers below cast 90% of the shares they voted on this item FOR (46,247,670 for, 5,188,457 against).

FOR 90%10%

FOR: 46,247,670 (89.7%)AGAINST: 5,188,457 (10.1%)ABSTAIN: 12,918 (0.0%)NOT VOTED: 95,956 (0.2%)

Largest asset managers voting on “Election of Class II directors to serve until the 2029 annual meeting of stockholders: Gary Steele” at Upwork Inc., 2025-2026
Asset manager	For	Against	Abstain	Vote
Vanguard	13,748,935	33,024	0	For
T. Rowe Price	12,188,128	0	0	For
BlackRock	7,561,369	0	0	For
Capital Group	4,723,558	0	0	For
Fidelity	1,660,863	603,563	0	For
American Century	0	1,203,453	0	Against
Charles Schwab	1,140,963	0	0	For
Pacer Funds Trust	536,410	0	0	For
Bridge Builder Trust	525,757	0	0	For
Principal Exchange-Traded Funds	0	466,648	0	Against
Legg Mason	373,200	35,284	0	For
JPMorgan	316,453	0	0	For
Northwestern Mutual	247,928	44,702	0	For
LKCM Funds	0	276,747	0	Against
Transamerica	275,736	0	0	For
Hartford	269,601	0	0	For
Columbia Threadneedle	268,650	0	0	For
AllianceBernstein	0	267,164	0	Against
Equitable	173,926	83,530	0	For
TIAA	243,646	0	0	For
Amplify ETF Trust	0	236,201	0	Against
Jackson National	0	229,734	0	Against
Brighthouse	144,209	44,915	12,918	For
RBB FUND, INC.	0	195,739	0	Against
EA Series Trust	192,175	0	0	For

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

6. Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2026.

AUDIT-RELATED

Combines 2 wordings of this item as funds reported it.

99.8% fund support · no official result

FOR 99.8%

The 94 asset managers below cast 99.8% of the shares they voted on this item FOR (51,344,848 for, 54,393 against).

FOR: 51,344,848 (99.9%)AGAINST: 54,393 (0.1%)ABSTAIN: 12,918 (0.0%)

Largest asset managers voting on “Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting ” at Upwork Inc., 2025-2026
Asset manager	For	Against	Abstain	Vote
Vanguard	13,781,957	2	0	For
T. Rowe Price	12,188,128	0	0	For
BlackRock	7,561,369	0	0	For
Capital Group	4,723,558	0	0	For
Fidelity	2,264,426	0	0	For
American Century	1,203,453	0	0	For
Charles Schwab	1,140,963	0	0	For
Pacer Funds Trust	536,410	0	0	For
Bridge Builder Trust	525,757	0	0	For
Principal Exchange-Traded Funds	466,648	0	0	For
Legg Mason	408,484	0	0	For
JPMorgan	316,453	0	0	For
Northwestern Mutual	292,630	0	0	For
LKCM Funds	276,747	0	0	For
Transamerica	275,736	0	0	For
Hartford	269,601	0	0	For
Columbia Threadneedle	268,650	0	0	For
AllianceBernstein	267,164	0	0	For
Equitable	257,456	0	0	For
TIAA	243,646	0	0	For
Amplify ETF Trust	236,201	0	0	For
Jackson National	229,734	0	0	For
Brighthouse	189,124	0	12,918	For
RBB FUND, INC.	195,739	0	0	For
EA Series Trust	192,175	0	0	For

Showing the 25 largest of 94 asset managers. See all 94 in the interactive database.

7. Advisory Vote to Ratify Named Executive Officers' Compensation

SECTION 14A SAY-ON-PAY VOTES

0.4% fund support · no official result

AGAINST 69%NOT VOTED 25%

The 9 asset managers below cast 0.4% of the shares they voted on this item FOR (874 for, 259,270 against).

FOR: 874 (0.2%)AGAINST: 259,270 (68.8%)ABSTAIN: 20,669 (5.5%)NOT VOTED: 95,956 (25.5%)

Largest asset managers voting on “Advisory Vote to Ratify Named Executive Officers' Compensation” at Upwork Inc., 2025-2026
Asset manager	For	Against	Abstain	Vote
NORDEA INVESTMENT MANAGEMENT AB	0	210,660	0	Against
Empower	0	0	0	Not Voted
CLEARWATER INVESTMENT TRUST	0	36,887	0	Against
MANGROVE PARTNERS IM, LLC	0	0	20,669	Abstain
APG Asset Management US Inc.	0	8,502	0	Against
Integrated Quantitative Investments LLC	0	3,048	0	Against
Cornerstone Investment Partners, LLC	754	0	0	For
Coyle Financial Counsel LLC	0	173	0	Against
ALGERT GLOBAL LLC	120	0	0	For

8. Advisory Vote on Say on Pay Frequency

SECTION 14A SAY-ON-PAY VOTES

100% fund support · no official result

FOR 62%NOT VOTED 26%

The 7 asset managers below cast 100% of the shares they voted on this item FOR (233,302 for, 0 against).

FOR: 233,302 (62.1%)ABSTAIN: 20,669 (5.5%)NOT VOTED: 95,956 (25.5%)ONE YEAR: 22,747 (6.1%)1 YEAR: 3,221 (0.9%)

Largest asset managers voting on “Advisory Vote on Say on Pay Frequency” at Upwork Inc., 2025-2026
Asset manager	For	Abstain	Vote
NORDEA INVESTMENT MANAGEMENT AB	210,660	0	For
Empower	0	0	Not Voted
CLEARWATER INVESTMENT TRUST	22,642	0	For
MANGROVE PARTNERS IM, LLC	0	20,669	Abstain
APG Asset Management US Inc.	0	0	One Year
Integrated Quantitative Investments LLC	0	0	1 Year
Coyle Financial Counsel LLC	0	0	1 Year

9. 14A Executive Compensation

SECTION 14A SAY-ON-PAY VOTES

88% fund support · no official result

FOR 80%11%9%

The 3 asset managers below cast 88% of the shares they voted on this item FOR (304 for, 40 against).

FOR: 304 (80.0%)AGAINST: 40 (10.5%)ABSTAIN: 36 (9.5%)

Largest asset managers voting on “14A Executive Compensation” at Upwork Inc., 2025-2026
Asset manager	For	Against	Abstain	Vote
Baker Avenue Asset Management, LP	304	0	0	For
PRENTISS SMITH & CO INC	0	40	0	Against
LEAVELL INVESTMENT MANAGEMENT, INC.	0	0	36	Abstain

10. 14A Executive Compensation Vote Frequency

SECTION 14A SAY-ON-PAY VOTES

— fund support · no official result

1 YEAR 100%

No shares were cast for or against this item by the managers below — every disclosed position was an abstention or was not voted.

1 YEAR: 340 (100.0%)

Largest asset managers voting on “14A Executive Compensation Vote Frequency” at Upwork Inc., 2025-2026
Asset manager	For	Against	Abstain	Withheld	Vote
Baker Avenue Asset Management, LP	0	0	0	0	1 Year
LEAVELL INVESTMENT MANAGEMENT, INC.	0	0	0	0	1 Year

11. COMPENSATION

SECTION 14A SAY-ON-PAY VOTES

2% fund support · no official result

AGAINST 98%

The 2 asset managers below cast 2% of the shares they voted on this item FOR (100 for, 4,418 against).

FOR: 100 (2.2%)AGAINST: 4,418 (97.8%)

Largest asset managers voting on “COMPENSATION” at Upwork Inc., 2025-2026
Asset manager	For	Against	Abstain	Withheld	Vote
Two Roads Shared Trust	0	4,418	0	0	Against
Capital Group	100	0	0	0	For

12. Ratify PricewaterhouseCoopers LLP as Auditors

AUDIT-RELATED

100% fund support · no official result

FOR 28%NOT VOTED 72%

The 2 asset managers below cast 100% of the shares they voted on this item FOR (36,887 for, 0 against).

FOR: 36,887 (27.8%)NOT VOTED: 95,956 (72.2%)

Largest asset managers voting on “Ratify PricewaterhouseCoopers LLP as Auditors” at Upwork Inc., 2025-2026
Asset manager	For	Against	Abstain	Withheld	Vote
Empower	0	0	0	0	Not Voted
CLEARWATER INVESTMENT TRUST	36,887	0	0	0	For

Largest Upwork Inc. shareholders voting in 2025-2026

Ranked by the number of Upwork Inc. shares each manager voted on the most widely held ballot item of the 2025-2026 meeting, shown as a share of the 123,574,974 shares outstanding at the time of that meeting.

Top Upwork Inc. shareholders by shares voted, 2025-2026
#	Asset manager	% of shares outstanding
1	T. Rowe Price	22.21%
2	Vanguard	12.04%
3	Capital Group	7.64%
4	BlackRock	7.27%
5	Ancient Art, L.P.	5.06%
6	LSV ASSET MANAGEMENT	2.82%
7	Fidelity	2.13%
8	American Century	1.98%
9	Charles Schwab	1.92%
10	Boston Partners	1.60%

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 2025-2026 proxy season
Holder	% outstanding	Disclosure
BlackRock	15.26%	13F
T. Rowe Price	14.11%	13F
Vanguard Group	12.13%	13F
Vanguard Portfolio Management	6.38%	13G
Quincy J. Lee	6.27%	13G
LSV ASSET MANAGEMENT	5.29%	13G
State Street	4.15%	13F
Dimensional Fund Advisors	3.01%	13F
FMR (Fidelity)	2.48%	13F
Morgan Stanley	2.24%	13F

Percentages above are of 123,574,974 shares outstanding, as reported by Upwork Inc. on its Form 10-Q dated 2026-03-31 (see the filing on EDGAR). This is the count contemporaneous with the 2025-2026 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 2026-03-31. This page is a static snapshot rebuilt weekly on 02 October 2026; a live search always shows the current data.

At Upwork Inc.'s shareholder meeting held 2026-06-04, in the 2025-2026 proxy season, 325 asset managers reported how they voted in their SEC Form N-PX filings, covering 2,593 separate fund positions. Their filings are grouped here into 12 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 73% 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 · 2025-2026 (this page).