Upland Software (UPLD) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 3, 2026, with voting available online or in person until June 2, 2026.

• Shareholders are encouraged to review proxy materials and vote on key proposals affecting governance and capital structure.

Voting matters and shareholder proposals

• Election of one Class III Director, John T. McDonald, recommended by the board.

• Ratification of KPMG LLP as independent auditor for fiscal year ending December 31, 2026.

• Advisory vote on executive compensation (say-on-pay) for named executive officers.

• Approval of a reverse stock split at a ratio between 1-for-5 and 1-for-30, at board discretion, to be filed by February 24, 2027.

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

• Approval to adjourn the meeting if more time is needed to solicit votes for the reverse split or incentive plan proposals.

Board of directors and corporate governance

• Board recommends all proposals, including director election and amendments to corporate charter and incentive plan.