Upland Software (UPLD) investor relations material

Executive summary

• The annual meeting will address director elections, auditor ratification, executive compensation, a reverse stock split, an equity plan amendment, and potential adjournment.

• Shareholders can vote in person or by proxy, with detailed instructions provided for all voting methods.

• The company uses internet-based proxy materials to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Election of one Class III director to serve until 2029.

• Ratification of KPMG LLP as independent auditor for 2026.

• Advisory vote on executive compensation (say-on-pay).

• Approval of a reverse stock split at a ratio between 1-for-5 and 1-for-30, at the board's discretion.

• Amendment to increase shares reserved under the 2024 Omnibus Incentive Plan from 3,200,000 to 5,200,000.

• Adjournment proposal to allow more time for soliciting votes if needed.

Board of directors and corporate governance

• Board consists of six members, four of whom are independent.

• Board is divided into three staggered classes; only one class is elected each year.

• Lead Independent Director role ensures independent oversight; annual board self-evaluations are conducted.

• Committees include Audit, Compensation, and Nominating and Governance, all with independent members.

• Board succession planning and risk oversight are ongoing priorities.