Upland Software Inc 2024年度报告

Upland Software, Inc.401 Congress Avenue, Suite 1850Austin, Texas 78701 April 21, 2025 Dear Stockholder: You are cordially invited to attend our 2025 Annual Meeting of Stockholders. The Annual Meeting of Stockholderswill be held at 401 Congress Avenue, Suite 1850, Austin, Texas 78701 on Wednesday, June 4, 2025, at 11:00 a.m. CentralDaylight Time. The matters expected to be acted upon at the Annual Meeting are described in detail in the accompanying Notice of2025 Annual Meeting of Stockholders and Proxy Statement. In accordance with U.S. Securities and Exchange Commission “notice and access” rules, we are using the Internet asour primary means of furnishing proxy materials to our stockholders. Because we are using the Internet, most stockholders willnot receive paper copies of our proxy materials. We will instead send our stockholders a notice with instructions for accessingthe proxy materials and voting via the Internet. This notice also provides information on how our stockholders may obtain papercopies of our proxy materials if they so choose. We believe the use of the Internet makes the proxy distribution process moreefficient and less costly and helps in conserving natural resources. The Proxy Statement, the accompanying form of proxy card, the Notice of 2025 Annual Meeting of Stockholders andour Annual Report on Form 10-K for the fiscal year ended December 31, 2024 are available at www.proxyvote.com and mayalso be accessed through our website at www.uplandsoftware.com under the “SEC Filings” section of the “Investors” page. Ifyou would like to receive a paper or e-mail copy of these documents, you must request one. There is no charge to you forrequesting a copy. Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the AnnualMeeting. Instructions on voting are located on the accompanying proxy card. Your vote by proxy will ensure yourrepresentation at the Annual Meeting regardless of whether or not you attend in person. Casting your vote by proxy does notdeprive you of your right to attend the Annual Meeting and vote your shares in person. The Board and management look forward to your participation at the Annual Meeting. Sincerely, Matthew H. SmithGeneral Counsel & Secretary Upland Software, Inc.401 Congress Avenue, Suite 1850Austin, Texas 78701 NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERSTo Be Held on June 4, 2025 To the Stockholders of Upland Software, Inc.: The Annual Meeting of Stockholders for Upland Software, Inc. (“Upland”, “we”, “us”, “our” or the “Company”) willbe held at 401 Congress Avenue, Suite 1850, Austin, Texas 78701 on Wednesday, June 4, 2025, at 11:00 a.m. Central DaylightTime (the “Annual Meeting”), to consider the following matters: 1.To elect three Class II directors to serve on the board of directors until our 2028 annual meeting of stockholders,or until a successor is duly elected and qualified;2.To ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscalyear ending December 31, 2025;3.To vote on a non-binding advisory basis to approve the compensation of our named executive officers; and,4.To transact such other business as may properly come before the annual meeting or any adjournments orpostponements thereof. Our board of directors (the “Board”) has fixed the close of business on April 14, 2025, as the record date fordetermining holders of our common stock entitled to notice of, and to vote at, the Annual Meeting or any adjournments orpostponements thereof (the “Record Date”). A complete list of such stockholders will be available for examination at ouroffices in Austin, Texas, during normal business hours for a period of ten days prior to the Annual Meeting. This Notice of2025 Annual Meeting of Stockholders is being distributed or made available to stockholders beginning on or about April 21,2025. John T. McDonaldChief Executive Officer and Chair IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THEANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 4, 2025. This Notice of Annual Meeting of Stockholders, the Proxy Statement, accompanying form of proxy card and our AnnualReport to Stockholders/Form 10-K for the fiscal year ended December 31, 2024 are available at www.proxyvote.com. ATTENDING THE ANNUAL MEETING If you wish to attend the meeting: •Doors open at 10:30 a.m. Central Daylight Time on Wednesday, June 4, 2025.•The meeting starts at 11:00 a.m. Central Daylight Time.•All stockholders and proxy holders must register at the reception desk and provide evidence of ownership as of theRecord Date, and only such persons will be permitted to enter the room and attend the meeting.•The meeting will follow the agenda and rules of conduct provided to all stockholders and proxy holders uponentering the meeting.•Subject to meeting rules, only stockholders of record or their proxy holders will be allowed to address the meetingand only after ha