Upland Software Files 8-K with Key Corporate Updates

TL;DR

Upland Software dropped an 8-K: material agreements, officer changes, shareholder votes, and financials are in.

AI Summary

On June 5, 2024, Upland Software, Inc. filed an 8-K report detailing several significant events. These include the entry into a material definitive agreement, modifications to security holder rights, and changes in directors and officers, including compensatory arrangements. The filing also covers the submission of matters to a vote of security holders and the inclusion of financial statements and exhibits.

Why It Matters

This 8-K filing signals significant corporate actions at Upland Software, potentially impacting its governance, financial structure, and shareholder rights.

Risk Assessment

Risk Level: medium — The filing indicates material definitive agreements and modifications to security holder rights, which can introduce new risks or alter existing ones.

Key Players & Entities

• Upland Software, Inc. (company) — Registrant
• Silverback Acquisition Corp (company) — Former Company Name
• June 5, 2024 (date) — Date of Report

FAQ

Key Financial Figures

• $0.0001 — ich registered Common Stock, par value $0.0001 per share UPLD The Nasdaq Global Market

Filing Documents

• upld-20240605.htm (8-K) — 53KB
• upland2024omnibusincentive.htm (EX-4.1) — 123KB
• uplandsoftware-2024taxbene.htm (EX-10.1) — 419KB
• 0001505155-24-000054.txt ( ) — 815KB
• upld-20240605.xsd (EX-101.SCH) — 2KB
• upld-20240605_lab.xml (EX-101.LAB) — 21KB
• upld-20240605_pre.xml (EX-101.PRE) — 12KB
• upld-20240605_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement As described in Item 5.07 below, on June 5, 2024 at the annual meeting of stockholders (the " Annual Meeting ") of Upland Software, Inc. (the " Company "), the stockholders of the Company approved the 2024 Tax Benefit Preservation Plan, which had previously been approved by the Company's board of directors (the " Board of Directors ") on April 12, 2024, subject to the approval of the Company's stockholders. Also on April 12, 2024, the Board of Directors declared, subject to approval by the stockholders of the Company at the Annual Meeting, a dividend of one preferred stock purchase right (a " Right ") for each outstanding share of common stock, par value $0.0001 per share, of the Company (the " Common Stock "). The dividend is payable on June 15, 2024 (the "Record Date"), to the holders of record of shares of Common Stock as of 5:00 P.M., New York City time, on the Record Date. The description and terms of the Rights are set forth in the Tax Benefit Preservation Plan, dated as of June 5, 2024, as the same may be amended from time to time (the " 2024 Tax Benefit Preservation Plan "), between the Company and Broadridge Corporate Issuer Solutions, LLC, as Rights Agent. As described further in the Company's definitive proxy statement dated April 26, 2024, by adopting the 2024 Tax Benefit Preservation Plan, the Board of Directors is seeking to protect the Company's ability to use its net operating loss carryforwards (" NOLs ") and other tax attributes to offset potential future income tax liabilities. The Company's ability to use such NOLs and other tax attributes against future taxable income could be substantially limited or, in the case of the Company's pre-2018 NOLs, potentially eliminated if the Company experiences an "ownership change," as defined in Section 382 of the Internal Revenue Code (the " Code "). Generally, an "ownership change" occurs if the percentage of the Company's stock owned by one or more "fiv

03 Material Modifications to Rights of Security Holders

Item 3.03 Material Modifications to Rights of Security Holders The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As described in Item 5.07 below, on June 5, 2024, at the Annual Meeting, the Company's stockholders approved the Upland Software, Inc. 2024 Omnibus Incentive Plan (the " 2024 Equity Plan "). On February 21, 2024, our Board of Directors, at the recommendation of the Compensation Committee to the Board of Directors (the " Compensation Committee "), approved the 2024 Equity Plan, subject to approval by our stockholders at the Annual Meeting. The 2024 Equity Plan is effective as of June 5, 2024 (the " Effective Date ") and no further awards will be made under the Upland Software, Inc. 2014 Equity Incentive Plan (the " Prior Plan ") as of the Effective Date. The 2024 Equity Plan authorizes the issuance of up to 3,200,00 shares of the Company's Common Stock (subject to adjustment), plus the number of shares that remain available for future grants under the Prior Plan as of the date of the Effective Date, plus any shares covered by awards granted under the Prior Plan if the award (or a portion of such award) is forfeited, is canceled or expires without the issuance of shares. Key employees, officers and directors of the Company and its consultants or advisors are eligible to receive awards under the 2024 Equity Plan. Awards may be granted in any one or a combination of the following forms: incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units and other awards that are denominated in, payable in, valued in whole or in part by reference to, or are otherwise based on the value of, or the appreciation in value of,

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. The Annual Meeting was held June 5, 2024, at the Company's offices at 401 Congress Avenue, Suite 1850, Austin, Texas 78701. At the Annual Meeting, the Company's stockholders voted on five proposals, each of which is described in more detail in the Company's definitive proxy statement filed with the SEC on April 26, 2024. As of April 12, 2024 (the " Annual Meeting Record Date "), the total number of shares entitled to vote was 34,918,891, representing 27,857,845 shares of Common Stock outstanding on the Annual Meeting Record Date, plus 7,061,046 as-converted shares of Common Stock that the holders of the Series A Preferred Stock, par value $0.0001 per share (the " Series A Preferred Stock "), were entitled to vote. Present at the Annual Meeting in person or by proxy were holders of 27,570,764 shares of Common Stock, including the shares of Series A Preferred Stock on an as-converted basis, representing 79% of the eligible votes, constituting a quorum. The stockholders voted on the following items at the Annual Meeting: 1. To elect two Class I directors to serve on the Company's board of directors until the Company's 2027 annual meeting of stockholders, or until a successor is duly elected and qualified; 2. To ratify the appointment of Ernst & Young, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024; 3. To approve, on an advisory basis, the compensation of the Company's named executive officers; 4. To approve the 2024 Equity Plan; and, 5. To approve the 2024 Tax Benefit Preservation Plan. The stockholders elected two Class I directors to serve on the Company's board of directors until the Company's 2027 annual meeting of stockholders, or until a successor is duly elected and qualified. The voting results were as follows. Director Nominee For Withhold Broker Non-Votes Steven E. Courter 22,987,472 671,957 3,911,335 Teresa Miles Walsh

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Tax Benefit Preservation Plan, dated as June 5, 2024, by and between Upland Software, Inc. and Broadridge Corporate Issuer Solutions, LLC, as rights agent. 10.1 Upland Software, Inc. 2024 Omnibus Incentive Plan. 104 The cover page from this Current Report on Form 8-K, formatted as Inline XBRL. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. UPLAND SOFTWARE, INC. Dated: June 5, 2024 /s/ Michael D. Hill Michael D. Hill Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR