Good morning, and welcome to the Upwork Inc. 2026 Annual Meeting of Stockholders. Please note that this event is being webcast. I would now like to turn the conference over to Upwork's President and Chief Executive Officer, Hayden Brown. Ms. Brown, please go ahead.
Thank you. Good morning, everyone. Welcome, and thank you for joining us for Upwork's 2026 Annual Meeting of Stockholders. I'm Hayden Brown, President and Chief Executive Officer of Upwork. I will act as the chair of this annual meeting and now call the meeting to order. In addition to myself, I'd like to introduce the other directors and director nominees who are on today's call. Thomas Layton, our Chairperson, Claire Bramley, Dana Evan, Kevin Harvey, Glenn Kelman, Dave Lissy, Leela Srinivasan, Gary Steele, and Anil u Vazquez-Ubarri. Other members of Upwork's senior leadership team participating in today's meeting are Erica Gesar, Chief Financial Officer, Anthony Cappas, GM and Chief Operating Officer, Andrew Rabinovich, Chief Technology Officer and Head of AI/ML, Jacob McQuown, Chief Legal Officer, Peter Sandborn, Chief Business Officer, Julietta Pezziniti, Chief People Officer, and Ernesto Lamina, GM, Lifted.
At this time, I would like to introduce Jacob McQuown, our Chief Legal Officer, who will act as Secretary of this annual meeting and keep the minutes. Jacob will now begin the formal matters to be discussed at this meeting.
Thank you, Hayden. I'm advised by the Inspector of Election that more than a majority of the voting power of our outstanding common stock entitled to vote at this meeting is present or represented by proxy here today, and that a quorum is therefore present. The polls are open for voting. Voting today is by proxy and electronic ballot. Any stockholder who has not voted or wishes to change their vote may do so by clicking on the vote button on the webcast portal and following the instructions there. Stockholders who have sent in proxies or previously voted via the internet or by phone and who do not wish to change their vote do not need to take further action. Their votes will be counted automatically. Once we've concluded the formal business of the meeting, I will respond to your questions as appropriate.
Stockholders are limited to one question each, and the time permitted for the Q&A session will be limited to 10 minutes. Please note that stockholders who desire to ask a question may do so by presenting the question in writing where indicated on the webcast portal for this meeting. Only stockholders will be permitted to present questions, and you must have your 16-digit control number to do so. This meeting is being recorded. However, no one attending via webcast is permitted to use any audio recording device. Within 24 hours of this meeting, a webcast playback will be available at the same link for this meeting for up to 90 days after this meeting. At this point, I would like to introduce a few more people who are in attendance at today's meeting. Robert Ward of PricewaterhouseCoopers LLP, our independent registered public accounting firm.
Mr. Ward will be available during the question and answer session to respond to appropriate questions. Gene Capello of CT Hagberg LLC will act as the Inspector of Election for this meeting and tabulate the results of the voting. Mr. Capello has executed the Oath of Inspector of Election. Now, let me turn to the formal business of this meeting. Our Board of Directors fixed April 9th, 2026, as the record date for determining the stockholders entitled to vote at this meeting. I present to this meeting an affidavit of Broadridge Financial Solutions, which will be incorporated into the minutes of this meeting, attesting that a notice of internet availability of proxy materials was mailed on or about April 23rd, 2026 to all of Upwork stockholders of record as of the close of business on the record date.
I also have a list of stockholders entitled to vote at this meeting, which will be filed with the records of this meeting, showing that as of the record date, there were 123,416,414 shares of our common stock outstanding and entitled to vote at this meeting. As previously mentioned, the Inspector of Election has advised that a quorum is present. This meeting is therefore authorized to transact business. Now, I'll present the matters to be voted upon. Each matter can be found in the notice of this annual meeting and is described in our definitive proxy statement dated April 23rd, 2026. The Board of Directors recommends a vote for Proposals one, two, and three, and a vote for one year for Proposal 4. The first item of business is to elect three Class 2 directors, each to serve a three-year term expiring at the 2029 annual meeting of stockholders.
The following three individuals have been nominated by the Board of Directors, Claire Bramley, David Lissy, and Gary Steele. No other nominees have been properly submitted for election pursuant to our bylaws or SEC rules. Therefore, no other nominations may be accepted. The second item of business is to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31st, 2026. The third item of business is to vote on a non-binding advisory basis to approve the compensation of our named executive officers. The fourth item of business is to select on a non-binding advisory basis the frequency of future non-binding advisory votes to approve the compensation of our named executive officers.
As Secretary of this annual meeting and on behalf of the Board of Directors, I move for approval for each of Proposals one, two, and three, and to select one year for Proposal four, which motions are seconded by proxy. As noted earlier, the polls are open for voting. We will leave the polls open for approximately 15 seconds to allow anyone who chooses to vote during the meeting to finish casting their ballots. Time begins now. Now that everyone has had an opportunity to vote, I now declare the polls for Upwork's 2026 Annual Meeting of Stockholders closed. We will now address appropriate questions that stockholders may have submitted through the webcast portal. Please note that as described in the rules of conduct for this meeting, we will not address any questions that are irrelevant to the matters presented at this meeting.
If you have not already submitted a question and wish to do so, please enter your question now. If we do not receive any relevant questions, we will conclude the question and answer session earlier than the allotted 10 minutes. We will now pause 15 seconds to allow stockholders to submit questions. We do not see any questions and will conclude the question and answer session. We now have preliminary voting results. Based on the preliminary voting results, each of Claire Bramley, David Lissy, and Gary Steele has been elected as director to serve a three-year term expiring at the 2029 Annual Meeting of Stockholders. The appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2026 has been ratified.
The compensation of our named executive officers has been approved on an advisory basis, and the frequency of every one year for future advisory votes to approve the compensation of our named executive officers has been selected on an advisory basis. There are no other formal items of business before this meeting. Final results of the vote will be recorded as stated in the minutes of this meeting and also filed with the Securities and Exchange Commission on a current report on Form 8-K. Thank you to those who participated in today's virtual meeting. This now concludes our annual meeting, and the meeting is now adjourned.
This concludes Upwork's Inc. 2026 Annual Stockholder Meeting. A replay of the meeting will be available within 24 hours at the website you logged into today or in the investor relations section of the company's website. You will now be disconnected from the meeting. Thank you and have a good day.