UPWORK INC. Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
OnJanuary 24, 2020 , the Board of Directors (the "Board") ofUpwork Inc. ("Upwork") amended and restated Upwork's bylaws (the "Amended and Restated Bylaws") to, among other things, implement proxy access. The Amended and Restated Bylaws permit a stockholder, or a group of up to 20 stockholders, owning at least 3% of Upwork's outstanding common stock continuously for at least three years to nominate and include in Upwork's proxy materials director nominees constituting up to the greater of two individuals or 20% of the Board, subject to reduction in certain circumstances, and subject to the stockholders and the nominees satisfying the requirements specified in the Amended and Restated Bylaws. Upwork's obligation to include director nominees in its annual meeting proxy materials is also subject to certain exceptions as set forth in the Amended and Restated Bylaws. Written notice of the nomination(s) must be submitted to the Secretary of Upwork at its principal executive office no earlier than5:00 p.m. Eastern Time on the 150th day, and no later than5:00 p.m. Eastern Time on the 120th day, prior the anniversary of the date that Upwork first sent its proxy materials for its immediately preceding annual meeting of stockholders, subject to certain exceptions as set forth in the Amended and Restated Bylaws. Proxy access will first be available to stockholders in connection with Upwork's 2021 annual meeting of stockholders. The Amended and Restated Bylaws also amend the advance notice of nomination of director provisions in (1) Section 1.12.1(c) to require a stockholder nominating a director to disclose whether such individual has held the position of officer or director of a competitor of Upwork within the previous three years and (2) Section 1.12.2 to require the nominee to the Board to represent and warrant that the individual's candidacy and position on the Board, if elected, will not violate applicable law. The Amended and Restated Bylaws also eliminate certain provisions that are no longer applicable to Upwork.
The foregoing summary and description of the provisions of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.1 with this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
3.1 Amended and
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Bylaws
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