UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): November 10, 2020
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(b)
On November 10, 2020, Daniel Marriott resigned as a member of Upwork Inc.’s (the “Company”) Board of Directors (the “Board”), effective November 10, 2020. Mr. Marriott’s resignation was not due to any disagreement with the Company on any matter relating to its operations, policies, or practices.
(d)
On November 10, 2020, the Board appointed Anilu Vazquez-Ubarri to serve as a director of the Company and as a member of the Nominating and Governance Committee of the Board, in each case, effective November 10, 2020. Ms. Vazquez-Ubarri will serve as a Class III director whose term will expire at the Company’s 2021 annual meeting of stockholders and until Ms. Vazquez-Ubarri’s successor shall have been duly elected and qualified, or until Ms. Vazquez-Ubarri’s earlier death, resignation, disqualification, or removal.
There is no arrangement or understanding between Ms. Vazquez-Ubarri and any other persons pursuant to which Ms. Vazquez-Ubarri was selected as a director. Ms. Vazquez-Ubarri has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Ms. Vazquez-Ubarri’s compensation will be pursuant to the Company’s compensation program for non-employee directors, as described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 20, 2020.
Ms. Vazquez-Ubarri has also entered into the Company’s standard form of indemnity agreement, which is attached as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on September 6, 2018 (File No. 333-227207).
SIGNATURES
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.
| UPWORK INC. | |||||||||||
| Date: November 12, 2020 | By: | /s/ Brian Levey | |||||||||
Brian Levey Chief Business Affairs and Legal Officer & Secretary | |||||||||||