Upland Software Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$UPLD
Computer Software: Prepackaged Software
Technology
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices, including zip code)
(512 ) 960-1010
(Registrant’s telephone number, including area code)
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Item 5.07. Submission of Matters to a Vote of Security Holders.
The Annual Meeting was held June 4, 2025, at the Company’s offices at 401 Congress Avenue, Suite 1850, Austin, Texas 78701. At the Annual Meeting, the Company’s stockholders voted on three proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the SEC on April 21, 2025. As of April 14, 2025 (the “Annual Meeting Record Date”), the total number of shares entitled to vote was 35,868,474, representing 28,484,279 shares of Common Stock outstanding on the Annual Meeting Record Date, plus 7,384,195 as-converted shares of Common Stock that the holders of the Series A Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), were entitled to vote. Present at the Annual Meeting in person or by proxy were holders of 27,861,516 shares of Common Stock, including the shares of Series A Preferred Stock on an as-converted basis, representing 78% of the eligible votes, constituting a quorum.
The stockholders voted on the following items at the Annual Meeting:
1.To elect two Class II directors to serve on the Company’s board of directors until the Company’s 2028 annual meeting of stockholders, or until a successor is duly elected and qualified;
2.To ratify the appointment of Ernst & Young, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025; and,
3.To approve, on an advisory basis, the compensation of the Company’s named executive officers.
The stockholders elected three Class II directors to serve on the Company’s board of directors until the Company’s 2028 annual meeting of stockholders, or until a successor is duly elected and qualified. The voting results were as follows.
| Director Nominee | For | Withhold | Broker Non-Votes | ||||||||
| David Chung | 20,990,109 | 3,369,548 | 3,501,859 | ||||||||
| Timothy W. Mattox | 21,614,601 | 2,745,056 | 3,501,859 | ||||||||
| David D. May | 21,095,713 | 3,263,944 | 3,501,859 | ||||||||
The stockholders ratified the appointment of Ernst & Young, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The voting results were as follows.
| For | Against | Abstain | ||||||
| 27,834,210 | 15,723 | 11,583 | ||||||
The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers. The voting results were as follows.
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 23,036,791 | 1,297,046 | 25,820 | 3,501,859 | ||||||||
Item 9.01 Financial Statements and Exhibits.
| (d) Exhibits. | ||||||||
Exhibit No. | Description | |||||||
| 104 | The cover page from this Current Report on Form 8-K, formatted as Inline XBRL. | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| UPLAND SOFTWARE, INC. | |||||
| Dated: June 4, 2025 | /s/ Michael D. Hill | ||||
| Michael D. Hill | |||||
| Chief Financial Officer | |||||