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Get filing alertsUpwork replaces two board members, elects Bramley and Lissy as Class II directors
Filed June 5, 2026 · Period ending June 4, 2026 · ~1 min read
Key Changes
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Two directors departed: Leela Srinivasan did not stand for re-election and Anilu Vazquez-Ubarri resigned immediately before the annual meeting. Claire Bramley and David Lissy were elected as Class II directors to fill the vacancies.
Item 5.02 verify on EDGAR → -
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Executive compensation received 72% shareholder approval in advisory say-on-pay vote, indicating moderate satisfaction with pay practices. This is non-binding but signals investor sentiment on executive pay levels.
Item 5.07 verify on EDGAR → -
low
Both new directors appointed to audit, risk and compliance committee effective immediately after the annual meeting, strengthening board oversight capabilities.
Item 5.02 verify on EDGAR → -
low
Shareholders ratified PricewaterhouseCoopers as independent auditor for 2026 with over 99% approval, confirming continuity in external audit relationship.
Item 5.07 verify on EDGAR → -
low
Board adopted annual say-on-pay frequency through 2032 following shareholder preference, meaning executive compensation will face yearly advisory votes.
Item 5.07 verify on EDGAR →
Summary
Upwork refreshed its board of directors at its June 4, 2026 annual meeting, with two departures and two new Class II directors elected. Leela Srinivasan chose not to seek re-election while Anilu Vazquez-Ubarri resigned immediately before the vote. Claire Bramley and David Lissy were elected to three-year terms and immediately joined the audit committee, bringing fresh perspectives to board oversight.
The annual meeting results show solid but not overwhelming shareholder support for management. While the auditor ratification passed with 99% approval and directors received majority support, the executive compensation vote garnered only 72% approval—lower than typical say-on-pay results. This suggests some investor concern about pay practices, though the vote is non-binding.
Retail investors should watch the next proxy filing to see if the compensation committee responds to the relatively weak say-on-pay support with adjustments to executive pay structure or improved disclosure. The board composition changes appear routine, but monitoring how the new directors contribute to strategic oversight will be important over the coming quarters.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
Leela Srinivasan did not stand for re-election as a member of the board of directors, or the Board, of Upwork Inc., or the Company, at the Company’s 2026 annual stockholder meeting held on June 4, 2026, or the Annual Meeting, and Anilu Vazquez-Ubarri resigned from the Board effective immediately prior to the election of directors at the Annual Meeting.
Two board members departed in connection with the 2026 annual meeting. Leela Srinivasan chose not to stand for re-election, while Anilu Vazquez-Ubarri resigned immediately before the director election. The Class III directorship held by Vazquez-Ubarri was eliminated and reassigned as a Class II directorship.
Added in current filing · verify on EDGAR →
the Board, at the recommendation of its nominating and governance committee, nominated each of Claire Bramley and David Lissy for election as a Class II director at the Annual Meeting.
The Board nominated Claire Bramley and David Lissy as Class II directors to fill the vacancies created by the departures. Both were elected at the June 4, 2026 annual meeting and will receive standard non-employee director compensation.
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Upwork held its 2026 annual meeting, electing three directors and ratifying auditor appointment with 86% shareholder participation.
Added in current filing · verify on EDGAR →
The Company’s stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers.
Shareholders approved executive compensation on an advisory basis with approximately 72% support among votes cast. While non-binding, this indicates moderate shareholder satisfaction with executive pay practices.
Show 2 minor / wording changes
Added in current filing · verify on EDGAR →
The Company’s stockholders approved the election of three directors, each to serve for a three-year term expiring at the 2029 annual meeting of stockholders and until such director’s successor is elected and qualified
Shareholders elected Claire Bramley, David Lissy, and Gary Steele as directors for three-year terms through 2029. All three nominees received majority support, with Gary Steele receiving the lowest approval at approximately 82% of votes cast.
Added in current filing · verify on EDGAR →
Based on these results and consistent with the Board’s recommendation, the Board has determined that the Company will hold future non-binding advisory votes to approve the compensation of the Company’s named executive officers every one year, until the next advisory vote on the frequency of such future advisory votes, which is expected to be held at the Company’s 2032 annual meeting of stockholders.
Shareholders selected annual say-on-pay votes with over 99% preferring yearly frequency. The board adopted this recommendation, meaning executive compensation will be subject to annual shareholder advisory votes through 2032.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 8, 2026 · How we verify