DEF: Upland Software Sets Date for 2025 Annual Stockholders Meeting, Outlines Key Proposals

Upland Software will hold its 2025 Annual Meeting of Stockholders on June 4, 2025, to elect directors, ratify the selection of Ernst & Young LLP, and vote on executive compensation.

Summary

• Upland Software will hold its 2025 Annual Meeting of Stockholders on June 4, 2025, in Austin, Texas.
• Stockholders will vote to elect three Class II directors, ratify the selection of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025, and provide an advisory vote on executive compensation.
• The record date for determining stockholders eligible to vote is April 14, 2025.
• The company is using the internet as its primary means of furnishing proxy materials.
• As of April 14, 2025, there were 28,484,279 shares of Common Stock outstanding.
• The Board recommends voting FOR the election of the director nominees and FOR the ratification of Ernst & Young LLP.
• The Board also recommends voting FOR the advisory vote on executive compensation.

Sentiment

Score: 5

Explanation: The document is primarily factual and procedural, outlining the details of the upcoming annual meeting. While there are some positive aspects, such as the company's corporate governance practices, the financial performance metrics and TSR are concerning, resulting in a neutral sentiment score.

Positives

• The company is providing multiple ways for stockholders to vote, including online, by phone, and by mail.
• The Board is actively engaged in corporate governance, with a majority of independent directors and three standing committees composed entirely of independent directors.
• The Board conducts annual self-evaluations and oversees risk management practices.
• The company has adopted a code of business conduct and ethics.
• The company has a clawback policy to recoup compensation in the event of financial restatements.

Negatives

• The company reported a net loss of $112.7 million in 2024.
• The company's cumulative TSR from December 31, 2020 to December 31, 2024 was (88)%, while the cumulative TSR of the peer group presented for this purpose, the NASDAQ Computer Technology Index, was 201% over the same period.

Risks

• The classification of the Board may delay or prevent changes in control or management.
• The advisory vote on executive compensation is non-binding.
• The company's business is subject to various types of risk, including business risks relating to our strategy, competitive position, operations and financial structure, technological risks, legal and compliance risks, and others.

Future Outlook

The company's business philosophy is to build long-term value through the efficient allocation of capital in the enterprise cloud software market.

Management Comments

• The Board and management look forward to your participation at the Annual Meeting.
• The Board believes that Mr. McDonald is best suited to serve as the combined Chair and Chief Executive Officer because he has provided the Company with invaluable leadership since our founding, is the director most familiar with our business, and is best suited to lead the discussion and execution of our strategy.

Industry Context

The document does not provide specific details on how this announcement relates to broader industry trends or competitors beyond the peer group used for compensation benchmarking.

Comparison to Industry Standards

• The peer group used for compensation benchmarking includes companies such as BigCommerce Holdings, Inc. (BIGC), Cerence Inc. (CRNC), and LivePerson, Inc. (LPSN).
• The compensation levels for comparable positions in that peer group are examined for guidance in determining base salaries, performance bonuses, and the amount and mix of long-term equity-based incentive awards.
• The company's cumulative TSR from December 31, 2020 to December 31, 2024 was (88)%, while the cumulative TSR of the peer group presented for this purpose, the NASDAQ Computer Technology Index, was 201% over the same period.

Stakeholder Impact

• Stockholders are being asked to vote on key proposals that will impact the company's governance and executive compensation.
• The outcome of the advisory vote on executive compensation will be considered by the Compensation Committee when determining future executive compensation arrangements.

Next Steps

• Stockholders are encouraged to vote on the proposals outlined in the proxy statement.
• The Board will consider the outcome of the advisory vote on executive compensation when determining future executive compensation arrangements.
• The Audit Committee will reconsider its selection of Ernst & Young LLP in the event of a negative vote on the ratification proposal.

Key Dates

Keywords

annual meeting, proxy statement, directors, executive compensation, corporate governance, Ernst & Young, stockholders, Upland Software