16 unchanged sentences
Other Information
+Added: Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
+Added: Not applicable.
Report of Independent Registered Public Accounting Firm
5 unchanged sentences
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of Upland Software, Inc.
−Removed: (the Company) as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive loss, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2021, and the related notes and our report dated February 24, 2022, expressed an unqualified opinion thereon.
+Added: (the Company) as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive loss, equity and cash flows for each of the three years in the period ended December 31, 2022, and the related notes and our report dated February 28, 2023, expressed an unqualified opinion thereon.
Basis for Opinion
19 unchanged sentences
We have adopted a code of ethics that applies to the Company’s directors, officers and employees, including the Chief Executive Officer and the Chief Financial Officer and any other persons performing similar functions.
−Removed: The text of our code of ethics, “Code of Business Conduct and Ethics,” has been posted on our website at http://investor.uplandsoftware.com/code-of-conduct.
+Added: The text of our code of ethics, “Code of Business Conduct and Ethics,” has been posted on our website at https://investor.uplandsoftware.com/governance/governance-documents/default.aspx.
We will provide a copy of the code of ethics without charge upon request to Corporate Secretary, Upland Software, Inc., 401 Congress Ave., Suite 1850, Austin, Texas 78701.
−Removed: Additional information required by this item is incorporated by reference from our definitive proxy statement for the 2021 Annual Meeting of Stockholders, to be held in 2022, under the headings “Proposal One:
−Removed: Election of Directors,” “Section 16(a) Beneficial Ownership Reporting Compliance,” “Directors and Corporate Governance” and “Executive Officers.”
+Added: Additional information required by this item is incorporated by reference from our 2023 Proxy Statement to be filed with the SEC in connection with the solicitation of proxies for the Company’s 2023 Annual Meeting of Stockholders (“2023 Proxy Statement), under the headings “Proposal One:
+Added: Election of Directors,” “Section 16(a) Beneficial Ownership Reporting Compliance,” “Directors and Corporate Governance” and “Executive Officers.” The 2023 Proxy Statement will be filed with the SEC within 120 days after the end of the calendar year to which this report relates.
Executive Compensation
−Removed: The information required by this item is incorporated by reference from our definitive proxy statement for the 2021 Annual Meeting of Stockholders, under the headings “Executive Compensation” and “Directors and Corporate Governance-Compensation Committee Interlocks and Insider Participation.”
+Added: The information required by this item is incorporated by reference from our 2023 Proxy Statement, under the headings “Executive Compensation” and “Directors and Corporate Governance-Compensation Committee Interlocks and Insider Participation.” The 2023 Proxy Statement will be filed with the SEC within 120 days after the end of the calendar year to which this report relates.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
−Removed: The information required by this item is incorporated by reference from our definitive proxy statement for the 2021 Annual Meeting of Stockholders under the headings “Equity Compensation Plan Information” and “Security Ownership of Certain Beneficial Owners and Management.”
+Added: The information required by this item is incorporated by reference from our 2023 Proxy Statement under the headings “Equity Compensation Plan Information” and “Security Ownership of Certain Beneficial Owners and Management.” The 2023 Proxy Statement will be filed with the SEC within 120 days after the end of the calendar year to which this report relates.
Certain Relationships, and Related Transactions, and Director Independence
−Removed: The information required by this item is incorporated by reference from our definitive proxy statement for the 2021 Annual Meeting of Stockholders under the headings “Certain Relationships and Related Party Transactions” and “Directors and Corporate Governance-Director Independence.”
+Added: The information required by this item is incorporated by reference from our 2023 Proxy Statement under the headings “Certain Relationships and Related Party Transactions” and “Directors and Corporate Governance-Director Independence.” The 2023 Proxy Statement will be filed with the SEC within 120 days after the end of the calendar year to which this report relates.
Principal Accounting Fees and Services
−Removed: The information required by this item is incorporated by reference from our definitive proxy statement for the 2021 Annual Meeting of Stockholders under the heading “Proposal Two:
−Removed: Ratification of Selection of Independent Registered Public Accounting Firm.”
+Added: The information required by this item is incorporated by reference from our 2023 Proxy Statement under the heading “Proposal Two:
+Added: Ratification of Selection of Independent Registered Public Accounting Firm.” The 2023 Proxy Statement will be filed with the SEC within 120 days after the end of the calendar year to which this report relates.
Exhibits and Financial Statement Schedules
14 unchanged sentences
8-K 001-36720 3.1 February 4, 2020
+Added: Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock
+Added: 8-K 001-36720 3.1 August 23, 2022
Description of Capital Stock
+Added: 8-K 001-36720 4.2 February 24, 2022
Form of Indemnification Agreement for directors and officers
36 unchanged sentences
10-K 001-36720 10.21 March 30, 2017
−Removed: Employment Agreement between the Registrant and Timothy Mattox, dated March 28, 2017
−Removed: 10-K 001-36720 10.22 March 30, 2017
Employment Agreement between the Registrant and John T.
4 unchanged sentences
10-K 001-36720 10.23 March 15, 2019
−Removed: Amendment #1 to Employment Agreement between the Registrant and Timothy Mattox, dated March 28, 2017
−Removed: 10-K 001-36720 10.24 March 15, 2019
Amendment #1 to Employment Agreement between the Registrant and John T.
7 unchanged sentences
8-K 001-36720 10.1 November 26, 2019
−Removed: Employment Agreement between Registrant and Rodney C.
−Removed: Favaron, dated March 1, 2020
−Removed: 10-K 001-36720 10.28 February 25, 2021
Amendment #2 to Employment Agreement between the Registrant and Michael D.
1 unchanged sentence
10-K 001-36720 10.29 February 25, 2021
−Removed: Amendment #2 to Employment Agreement between the Registrant and Timothy Mattox, dated March 28, 2017
−Removed: 10-K 001-36720 10.30 February 25, 2021
Amendment #2 to Employment Agreement between the Registrant and John T.
1 unchanged sentence
10-K 001-36720 10.31 February 25, 2021
−Removed: Amendment #1 to Employment Agreement between the Registrant and Rodney C.
−Removed: Favaron, dated March 1, 2020
−Removed: 10-K 001-36720 10.32 February 25, 2021
Employment Agreement between the Registrant and Kin Gill, dated January 12, 2022
+Added: 10-K 001-36720 10.33 February 24, 2022
+Added: Securities Purchase Agreement, by and between Upland Software, Inc.
+Added: and Ulysses Aggregator, LP, dated as of July 14, 2022
+Added: 8-K 001-36720 10.1 July 14, 2022
+Added: Registration Rights Agreement, by and between Upland Software, Inc.
+Added: and Ulysses Aggregator, LP, dated as of August 23, 2022
+Added: 8-K 001-36720 10.1 August 23, 2022
List of subsidiaries of Upland Software, Inc.
30 unchanged sentences
February 28, 2023
−Removed: /s/ David May
February 28, 2023
3 unchanged sentences
February 28, 2023
+Added: /s/ David H.S.
+Added: February 28, 2023
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.