Upland Software Inc

This is a non-binding “say-on-pay” advisory vote asking stockholders to approve the overall compensation program for the Company’s named executive officers as disclosed in the proxy. Management seeks endorsement to validate its pay-for-performance approach, which emphasizes equity-based incentives (RSUs and PSUs) and bonus plans tied to Adjusted EBITDA and total shareholder return metrics to align management’s interests with long-term stockholder value. The vote is advisory only and will not bind the Board, but the Compensation Committee and Board state they will consider the outcome when setting future pay practices and the frequency of future advisory votes. Company-specific context includes significant equity awards to executives (including PSUs to the CEO tied to TSR) and a compensation structure that the company describes as at-risk and linked to performance; this makes the advisory vote a focal point for investors concerned about pay quantum and design. Support would signal investor acceptance of the Board’s compensation philosophy; opposition could prompt the Compensation Committee to adjust performance metrics, mix of pay, or disclosure to address investor concerns. Given the company’s disclosure of clawback provisions, stock ownership guidelines, and engagement with stockholders, the Board argues that the program incorporates governance safeguards. Potential controversies include the size and structure of recent equity awards and accelerated vesting provisions in certain executive agreements, which may raise concerns about pay-for-performance alignment in years with depressed TSR or large one-time grants. The Board recommends voting FOR to endorse the alignment and retention rationale and to give the Compensation Committee guidance in continuing its current structure while considering stockholder feedback.

Proposal Four seeks shareholder approval to authorize an amendment to the Company’s Certificate of Incorporation enabling a reverse stock split of common stock at any whole-number ratio between 1-for-5 and 1-for-30, with the Board retaining discretion to select the final ratio and timing before February 24, 2027. Management’s stated motivation is remediation of a Nasdaq notice alleging the Company’s bid price has been below the $1.00 minimum for an extended period and the risk of delisting; a reverse split could raise per-share trading price to meet Nasdaq’s bid-price compliance requirement and preserve the Nasdaq Global Market listing. The Board emphasizes flexibility: rather than seeking approval for a single fixed ratio, it asks for a range so it can respond to prevailing market conditions and choose a ratio intended to maximize the chance of sustained compliance. The Company notes ancillary effects: a reverse split will proportionally reduce the number of outstanding shares, adjust outstanding equity awards and plan reserves, and increase the number of authorized but unissued shares, which could be used for future financing or grants. Management also discloses risks: a reverse split does not change the company’s underlying value, may not permanently raise the market capitalization, can reduce liquidity by reducing share count, and could be perceived negatively by investors; the filing may have anti-takeover side effects by increasing available authorized shares. The Board retains discretion to abandon the Reverse Split even after shareholder approval, and fractional shares would be cashed out; stockholder approval is required for the Board to file the amendment but does not obligate the Board to effect the split. The Board unanimously recommends a FOR vote, arguing the potential to avoid delisting, preserve exchange-listed liquidity, and maintain access to institutional investors outweigh the potential negatives.

Proposal Five requests shareholder approval to increase the 2024 Omnibus Incentive Plan share reserve by 2,000,000 shares, raising the authorized grant pool to 5,200,000 shares (pre-reverse-split figures). Management frames the increase as necessary to preserve the company’s ability to grant equity awards used to recruit, retain and motivate personnel in a competitive cloud software labor market; the company reports only ~326,245 shares remaining as of March 31, 2026 and projects the reserve could be exhausted by late 2026 without additional shares. The proposal is limited to adding shares and does not change plan mechanics; the company highlights shareholder-friendly features in the plan (no liberal share recycling, no repricing without shareholder approval, clawback policies, director compensation limits). Approval would give the Compensation Committee flexibility to grant RSUs, PSUs, options and other awards; management expects the requested increase to support roughly two years of anticipated equity award activity, though actual burn will depend on grant sizes, participation, forfeiture, and the company’s share price. The company discloses dilution metrics (three-year gross burn ~7.7%, net burn ~5.9%, overhang ~11%) for investor consideration and notes that the requested share figures will be adjusted proportionally if the reverse split is implemented. Investors concerned about dilution can weigh the tradeoff between retaining equity as a competitive compensation tool and incremental dilution; the Board highlights governance mitigants to dilution and seeks shareholder approval as the 2024 Plan has no evergreen provision. The Board unanimously recommends a FOR vote, asserting that without additional authorized shares the Company would lose a critical compensation tool that could harm its ability to attract and retain talent.

Proposal Six asks shareholders to permit the proxy holders to adjourn or postpone the Annual Meeting to a later date if there are not sufficient votes to approve either the Reverse Split or the Equity Plan Increase at the scheduled meeting. Management seeks this authority as a procedural mechanism to continue solicitation and attempt to obtain the additional votes necessary to approve proposals the Board regards as critical to compliance and compensation strategy. The adjournment is discretionary and would only be used if votes are insufficient; it is not a substantive change to corporate governance but gives management tactical flexibility to continue outreach and solicit support. Supporters argue the measure is a reasonable, standard tool to permit completion of the meeting’s substantive business without reconvening a separate meeting, while detractors could view adjournment authority as enabling management to delay shareholders’ final decision and continue outreach that might seek to overturn an initial negative vote. The proposal requires only a majority of the shares present and is commonly approved; however, stockholders should evaluate it in combination with the substantive proposals that might trigger its use. The Board unanimously recommends a FOR vote to allow time for additional solicitation if needed to achieve approval of the Reverse Split or Equity Plan Increase, which it considers important to preserve listing status and compensation capacity.