Upwork Inc. | Annual Board Election at Upwork Inc.

Status
Filed
Previous AGM date
Resolution details
Company ticker
UPWK
Lead filer
Corporate Governance Advisory Services
Resolution ask
Amend board structure
ESG theme
  • Governance
ESG sub-theme
  • Shareholder rights
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Technology
Company HQ country
United States
Resolved clause
RESOLVED: Upwork, Inc. ("Company") shareholders request that our Company initiate all steps necessary to reorganize the Board of Directors into a single class, with each director elected annually for a one-year term. Although our management can adopt this proposal topic within one year, and a one-year implementation is a best practice, this proposal allows for phased implementation.
Supporting statement
Statemen t: Fully 90% of S&P 500 companies have declassified boards. Annual elections are widely viewed as a best practice. The annual election of each director makes directors more accountable, improving performance and increasing company value for all shareholders, including diversified shareholders. A classified board can serve as an entrenchment mechanism, insulating directors and management from shareholder influence. Declassification aligns with efforts to reduce managerial entrenchment and promote shareholder democracy. Unchecked entrenchment is particularly deleterious to the company?s diversified shareholders, who have an interest in ensuring that our Company?s board or management does not lead the company towards profiting from practices that threaten the social and environmental systems upon which diversified portfolios depend. Classified board structures can insulate directors and management from shareholder influence, hindering diversified investors from pursuing reforms when company actions pose risks to the macroeconomy and, by extension, their portfolio returns.1 According to ?What Matters in Corporate Governance? by Lucien Bebchuk, Alma Cohen, and Allen Ferrell of Harvard Law School, classified boards like ours are among six entrenchment mechanisms negatively related to company performance.2 Declassified boards are considered a best practice under the corporate governance principles promoted by leading proxy advisors such as ISS, Glass Lewis, Minerva Analytics, PIRC, Frontis Governance, Proxinvest, and Egan-Jones. Many institutional investors, such as BlackRock, Vanguard, Fidelity, and State Street, have proxy voting guidelines that favor annual board elections. As of June, Freshfields reported 24 shareholder proposals in 2025 requesting board declassification, up from 14 in 2024. Average support was 75.6%. Declassification is increasingly recognized as a governance best practice and will enhance Upwork?s attractiveness to institutional shareholders seeking responsiveness and accountability. 1 https://theshareholdercommons.com/theory/ 2 https://www.jstor.org/stable/30226006

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