Upland Software, Inc. DEF 14A Filing

Ticker: UPLD · Form: DEF 14A · Filed: Apr 26, 2024 · CIK: 1505155

Sentiment: neutral

Topics: DEF 14A, Upland Software, Executive Compensation, Equity Awards, Corporate Governance

TL;DR

<b>Upland Software, Inc. filed its DEF 14A detailing executive compensation and equity awards for the fiscal year 2023.</b>

AI Summary

Upland Software, Inc. (UPLD) filed a Proxy Statement (DEF 14A) with the SEC on April 26, 2024. Upland Software, Inc. filed a DEF 14A on April 26, 2024, for the period ending December 31, 2023. The filing includes data related to equity awards granted to PEO and Non-PEO members from 2020 to 2023. Specific metrics reported include the fair value of equity awards granted in the year and changes in fair value of awards granted in prior years. The company's business address is 401 Congress Ave., Suite 1850, Austin, TX 78701. Upland Software, Inc. was formerly known as Silverback Acquisition Corp.

Why It Matters

For investors and stakeholders tracking Upland Software, Inc., this filing contains several important signals. This filing provides crucial details on executive compensation, which can impact investor perception and proxy advisor recommendations. Understanding the equity award valuations and changes helps assess management's alignment with shareholder interests and the company's long-term incentive structure.

Risk Assessment

Risk Level: — Upland Software, Inc. shows moderate risk based on this filing. The filing is a routine DEF 14A, providing disclosures on executive compensation and corporate governance, with no immediate financial or operational performance indicators.

Analyst Insight

Review the detailed executive compensation and equity award information to understand management incentives and potential dilution.

Key Numbers

Key Players & Entities

FAQ

When did Upland Software, Inc. file this DEF 14A?

Upland Software, Inc. filed this Proxy Statement (DEF 14A) with the SEC on April 26, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by Upland Software, Inc. (UPLD).

Where can I read the original DEF 14A filing from Upland Software, Inc.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by Upland Software, Inc..

What are the key takeaways from Upland Software, Inc.'s DEF 14A?

Upland Software, Inc. filed this DEF 14A on April 26, 2024. Key takeaways: Upland Software, Inc. filed a DEF 14A on April 26, 2024, for the period ending December 31, 2023.. The filing includes data related to equity awards granted to PEO and Non-PEO members from 2020 to 2023.. Specific metrics reported include the fair value of equity awards granted in the year and changes in fair value of awards granted in prior years..

Is Upland Software, Inc. a risky investment based on this filing?

Based on this DEF 14A, Upland Software, Inc. presents a moderate-risk profile. The filing is a routine DEF 14A, providing disclosures on executive compensation and corporate governance, with no immediate financial or operational performance indicators.

What should investors do after reading Upland Software, Inc.'s DEF 14A?

Review the detailed executive compensation and equity award information to understand management incentives and potential dilution. The overall sentiment from this filing is neutral.

How does Upland Software, Inc. compare to its industry peers?

Upland Software operates in the prepackaged software industry, providing cloud-based enterprise software solutions.

Are there regulatory concerns for Upland Software, Inc.?

The DEF 14A filing is a requirement under the Securities Exchange Act of 1934, mandating public companies to disclose information regarding executive compensation, board of directors, and other corporate governance matters.

Industry Context

Upland Software operates in the prepackaged software industry, providing cloud-based enterprise software solutions.

Regulatory Implications

The DEF 14A filing is a requirement under the Securities Exchange Act of 1934, mandating public companies to disclose information regarding executive compensation, board of directors, and other corporate governance matters.

What Investors Should Do

  1. Analyze the reported fair values of equity awards granted to PEO and Non-PEO members for the fiscal years 2020-2023.
  2. Examine any changes in executive compensation policies or structures disclosed in the filing.
  3. Review the company's corporate governance practices as outlined in the DEF 14A.

Key Dates

Year-Over-Year Comparison

This filing is a DEF 14A, which is a routine disclosure for executive compensation and corporate governance, and does not represent a change in financial performance compared to previous filings of the same type.

Filing Stats: 4,786 words · 19 min read · ~16 pages · Grade level 10.8 · Accepted 2024-04-26 08:02:10

Key Financial Figures

Filing Documents

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 18 Certain Relationships and Related Party Transactions 20

Executive Compensation

Executive Compensation 21 Compensation Disclosure and Analysis 21 Summary Compensation Table 29 Grants of Plan-Based Awards Table 30 Outstanding Equity Awards at Fiscal Year- E nd Table 31 Option Exercises and Stock Vesting Table 32 Executive Employment and Other Arrangements 33 Potential Payments upon Termination or Change-in-Control 33 CEO Pay Ratio 35 Pay Versus Performance 36 Audit Committee Report 41 Proposal Two: Ratification of Selection of Independent Registered Public Accounting Firm 42 Proposal Three: Advisory Vote to Approve the Compensation of our Named Executive Officers 42 Proposal Four: Approval of the Upland Software, Inc. 2024 Omnibus Incentive Plan 44 Equity Compensation Plan Information 44 Proposal Five: Approval of the 2024 Tax Benefit Preservation Plan 53 Other Matters 58 Stockholders Sharing the Same Last Name and Address 59 Appendix A: Proposed Upland Software, Inc. 2024 Omnibus Incentive Plan 60 A ppendix B: Pro posed Tax Benefit Preservation Plan 72 Proxy Card 110 iv Table of Conten ts Upland Software, Inc. 401 Congress Avenue, Suite 1850 Austin, Texas 78701 PROXY STATEMENT INFORMATION ON VOTING Our Board solicits your proxy for the 2024 Annual Meeting of Stockholders (the "Annual Meeting") and at any postponement or adjournment of the meeting for the matters set forth in the "Notice of 2024 Annual Meeting of Stockholders." The Annual Meeting will be held at 401 Congress Avenue, Suite 1850, Austin, TX 78701 on June 5, 2024 at 11:00 a.m. Central Daylight Time. We made this Proxy Statement available to stockholders beginning on April 26, 2024. Record Date April 12, 2024 Quorum A majority of combined shares of our common stock, par value $0.0001 per share (the "Common Stock") and Series A Convertible Preferred Stock, par value $0.0001 per share (the "Series A Preferred Stock") (on an as-converted basis) outstanding on the Record Date must be present in person or by prox

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