Upwork (UPWK) Proxy filing summary

Voting matters and shareholder proposals

• Election of three Class II directors to serve until the 2029 annual meeting: Claire Bramley, David Lissy, and Gary Steele.

• Ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2026.

• Advisory vote on the frequency of future advisory votes to approve named executive officer compensation.

• Advisory vote to approve named executive officer compensation.

• Other business may be addressed as properly brought before the meeting or any adjournment.

Board of directors and corporate governance

• Board recommends voting for all director nominees and all proposals listed.

Audit committee and external auditor matters

• Proposal to ratify PricewaterhouseCoopers LLP as the external auditor for the 2026 fiscal year.