Upland Software (UPLD) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held on June 4, 2025, to elect three Class II directors, ratify the selection of Ernst & Young LLP as auditor, and hold an advisory vote on executive compensation.

• Proxy materials are primarily distributed online, with paper copies available upon request, to improve efficiency and sustainability.

• Stockholders of record as of April 14, 2025, are entitled to vote, with 28,484,279 shares of Common Stock outstanding.

Voting matters and shareholder proposals

• Proposals include electing three Class II directors, ratifying Ernst & Young LLP as auditor for 2025, and an advisory vote on executive compensation.

• Directors are elected by plurality; auditor ratification and say-on-pay require a majority of votes cast.

• Stockholders may submit proposals or director nominations for the 2026 meeting between February 5 and March 6, 2026.

Board of directors and corporate governance

• The Board consists of six members, four of whom are independent; it is divided into three staggered classes.

• Board committees (Audit, Compensation, Nominating and Governance) are composed entirely of independent directors.

• The Lead Independent Director facilitates communication between management and independent directors.

• The Board conducts annual self-evaluations and has adopted governance guidelines, a code of conduct, and an insider trading policy.

• The Series A Preferred Stockholder has the right to elect one director as long as it holds at least 5% of shares on a fully diluted basis.