Upwork (UPWK) Proxy filing summary

Executive summary

• Achieved record revenue of $787.8M and net income of $115.4M in 2025, with a 15% profit margin and 29% adjusted EBITDA margin, driven by business transformation and AI integration.

• Returned to GSV growth, expanded AI-powered workflows, launched Lifted for enterprise clients, and scaled Business Plus for SMBs.

• Repurchased $136M in common stock and maintained strong free cash flow of $223.1M.

• Entered 2026 with priorities focused on AI-human collaboration, SMB growth, and enterprise expansion.

Voting matters and shareholder proposals

• Four proposals: election of three Class II directors, ratification of PricewaterhouseCoopers LLP as auditor, advisory vote on executive compensation, and advisory vote on frequency of future say-on-pay votes (recommended: one year).

• Board recommends voting FOR all proposals and one-year frequency for say-on-pay.

Board of directors and corporate governance

• Board consists of eight directors, seven of whom are independent; independent chairperson structure maintained.

• Annual board and committee self-evaluations, regular refreshment, and robust stockholder engagement.

• Proxy access, majority voting for directors, and stock ownership guidelines (5x base salary for CEO).

• Committees: audit, compensation, and nominating/governance, all fully independent.