UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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UPWORK INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Date Filed:
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*** Exercise Your Right to Vote *** Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held
on June 1, 2020. UPWORK INC. Meeting Information Meeting Type: Annual Meeting of Stockholders For holders as of: April 7, 2020 Date: June 1, 2020 Time: 8:00 A.M. Pacific Time Location: Meeting live via the Internet-please visit
www.virtualshareholdermeeting.com/UPWK2020. The company will be hosting the meeting live via the Internet this year. To attend the meeting via the Internet please visit www.virtualshareholdermeeting.com/UPWK2020 and be sure to have the
information that is printed in the box marked by the arrow XXXX XXXX XXXX XXXX (located on the following page). UPWORK INC. 2625 AUGUSTINE DRIVE, SUITE 601 SANTA CLARA, CA 95054 You are receiving this communication because you hold shares in
the company named above. This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy
materials online at www.proxyvote.com or easily request a paper copy (see reverse side). We encourage you to access and review all of the important information contained in the proxy materials before voting. See the reverse side of this notice
to obtain proxy materials and voting instructions. D13646-P33675
Before You Vote How to Access the Proxy Materials Proxy Materials Available to VIEW or RECEIVE: NOTICE AND PROXY STATEMENT ANNUAL
REPORT ON FORM 10-K How to View Online: Have the information that is printed in the box marked by the arrow XXXX XXXX XXXX XXXX (located on the following page) and visit: www.proxyvote.com. How to Request and Receive a PAPER or E-MAIL Copy:
If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: 1) BY INTERNET: www.proxyvote.com 2) BY
TELEPHONE: 1-800-579-1639 3) BY E-MAIL*: sendmaterial@proxyvote.com * If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow XXXX XXXX XXXX XXXX (located on the
following page) in the subject line. Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 18, 2020 to facilitate
timely delivery. How To Vote Please Choose One of the Following Voting Methods Vote By Internet: Before The Meeting: Go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow XXXX XXXX XXXX XXXX (located on
the following page) available and follow the instructions. During The Meeting: Go to www.virtualshareholdermeeting.com/UPWK2020. Have the information that is printed in the box marked by the arrow XXXX XXXX XXXX XXXX (located on the following
page) available and follow the instructions. Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card. D13647-P33675
Voting Items The Board of Directors recommends you vote FOR the following: 1. Elect the two Class II directors, each to serve a
three-year term expiring at the 2023 Annual Meeting and until such director's successor is elected and qualified. Nominees: 01) Leela Srinivasan 02) Gary Steele The Board of Directors recommends you vote FOR the following proposals: 2.
Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2020. 3. Approve, on a non-binding advisory basis, the compensation of our named executive officers.
The Board of Directors recommends you vote "1 YEAR" on the following proposal: 4. Select, on a non-binding advisory basis, the frequency of advisory votes on the compensation of our named executive officers. NOTE: Such other business as may
properly come before the meeting or any adjournment or postponement thereof. D13648-P33675
D13649-P33675