Upland Software (UPLD) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 3, 2026, with voting on key proposals including director election, auditor ratification, executive compensation, a reverse stock split, an equity plan amendment, and potential adjournment.

• Shareholders can vote in person, by proxy, phone, or internet, with a record date of April 13, 2026; quorum requires a majority of outstanding shares.

• The company uses internet distribution for proxy materials to improve efficiency and sustainability.

Voting matters and shareholder proposals

• Election of one Class III director (John T. McDonald) to serve until 2029.

• Ratification of KPMG LLP as independent auditor for fiscal 2026, following the dismissal of Ernst & Young LLP.

• 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 to maintain Nasdaq listing.

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

• Adjournment proposal to allow further solicitation if needed for key proposals.

Board of directors and corporate governance

• Board consists of six members, four of whom are independent; three standing committees (Audit, Compensation, Nominating and Governance) are fully independent.

• Board leadership includes a combined Chair/CEO role (John T. McDonald), with a Lead Independent Director (David D. May) providing oversight.

• Annual board and committee self-evaluations are conducted, and succession planning is regularly reviewed.

• The board follows corporate governance guidelines, a code of conduct, and an insider trading policy.