1 unchanged sentence
Evaluation of Disclosure Controls and Procedures
−Removed: Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of December 31, 2019.
−Removed: Our disclosure controls and procedures are designed to ensure that information we are required to disclose in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures, and is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC.
−Removed: Because of the material weakness in our internal control over financial reporting described below, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2019, our disclosure controls and procedures were not effective.
+Added: Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act, as of December 31, 2020.
+Added: Our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2020, our disclosure controls and procedures were effective to provide reasonable assurance that information we are required to disclose in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures, and is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC.
Management’s Report on Internal Control Over Financial Reporting
1 unchanged sentence
Our management conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2020 based on the criteria set forth in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).
−Removed: Based on that assessment, our management concluded that our internal control over financial reporting was not effective as of December 31, 2019 because of the material weakness described below.
−Removed: A material weakness is a deficiency or combination of deficiencies in our internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our consolidated financial statements would not be prevented or detected on a timely basis.
−Removed: As previously disclosed, in connection with the preparation of our consolidated financial statements as of and for the year ended December 31, 2017, we identified a number of adjustments relating to previously issued consolidated financial statements that resulted in a revision to our consolidated financial statements as of and for the year ended December 31, 2016.
−Removed: We identified the cause of these adjustments was due to growth in the business, which required additional qualified accounting personnel with an appropriate level of experience, and additional controls in the period-end financial reporting process commensurate with the complexity of the business.
−Removed: We determined that this control deficiency constituted a material weakness in our internal control over financial reporting.
−Removed: This material weakness did not result in any audit adjustments or any material misstatements to our consolidated financial statements as of and for the year ended December 31, 2019, however it could result in a misstatement of the account balances or disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.
+Added: Based on that assessment, our management concluded that our internal control over financial reporting was effective as of December 31, 2020.
PricewaterhouseCoopers LLP, our independent registered public accounting firm, has audited the effectiveness of our internal control over financial reporting as of December 31, 2020.
This report appears on page 76.
−Removed: Remediation Plans
−Removed: As part of our remediation plan to address the material weakness identified above, we hired a new Chief Financial Officer in October 2017 and subsequently hired additional accounting and finance employees with the specific technical accounting and financial reporting experience necessary for a public company, including a senior director of technical accounting and reporting, a senior manager of technical accounting, a senior manager of reporting, a senior director of Sarbanes-Oxley compliance, a director of accounting operations, a tax director, and additional treasury analysts.
−Removed: We have hired these personnel after considering the appropriateness of each individual’s experience and believe that these personnel are qualified to serve in their current respective roles.
−Removed: As of December 31, 2019, we had 32 accounting and finance employees.
−Removed: Management believes that the additional qualified accounting personnel and enhancements made to the financial reporting processes have improved our internal control over financial reporting.
−Removed: The execution of our remediation is ongoing and will require validation and testing of the design and operating effectiveness of internal controls over a sustained period of financial reporting cycles.
−Removed: Management expects to complete its remediation plan during the year ending December 31, 2020.
−Removed: The actions that we are taking to improve our internal controls and disclosure controls are subject to ongoing senior management review, as well as audit committee oversight.
−Removed: We will not be able to conclude whether the steps we are taking will fully remediate the material weakness in our internal control over financial reporting until we have completed our remediation
−Removed: efforts and subsequent evaluation of their effectiveness.
−Removed: We may also conclude that additional measures may be required to remediate the material weakness in our internal control over financial reporting, which may necessitate additional evaluation and implementation time.
−Removed: We will continue to assess the effectiveness of our internal control over financial reporting and take steps to remediate the known material weakness.
−Removed: In light of the above, our management, including our Chief Executive Officer and Chief Financial Officer, has performed additional analyses, reconciliations, and other post-closing procedures and has concluded that, notwithstanding the material weakness in our internal control over financial reporting, the consolidated financial statements for the periods covered by and included in this Annual Report fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with U.S.
+Added: Remediation of Previously Disclosed Material Weakness in Internal Control over Financial Reporting
+Added: A material weakness is a deficiency or combination of deficiencies in our internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our consolidated financial statements would not be prevented or detected on a timely basis.
+Added: In the quarter ended June 30, 2020, we completed execution of our remediation plan and successfully remediated a material weakness in internal control over financial reporting related to the identification of a number of adjustments to our consolidated financial statements that resulted in a revision to previously issued financial statements as of and for the year-ended December 31, 2016.
+Added: We identified the cause of these adjustments was due to growth in the business, which required additional qualified accounting personnel with an appropriate level of experience, and additional controls in the period end financial reporting process commensurate with the complexity of the business.
+Added: In response to the identified material weakness, management, with the oversight of the audit, risk, and compliance committee of our board of directors, hired additional accounting and finance employees with specific technical accounting and financial reporting experience necessary for a public company, including internal control over financial reporting.
+Added: The execution of our remediation plan also included validation and testing of the design and operating effectiveness of certain new and enhanced internal controls in the period-end financial reporting process over a sustained period of financial reporting cycles.
Changes in Internal Control over Financial Reporting
−Removed: During the three months ended December 31, 2019, management updated certain internal controls and supporting processes related to revenue recognition and leases in connection with our adoption of FASB ASU No.
−Removed: 2014-09 (Topic 606) and FASB ASU No.
−Removed: 2016-02 (Topic 842).
−Removed: Except as disclosed above with respect to our remediation measures and our adoption of Topic 606 and Topic 842, there were no changes to our internal control over financial reporting that occurred during the year ended December 31, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: There were no changes to our internal control over financial reporting that occurred during the quarter ended December 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Internal Controls
4 unchanged sentences
Directors, Executive Officers and Corporate Governance.
−Removed: The information required by this item will be included in our Proxy Statement for the 2020 Annual Meeting of Stockholders (our “Proxy Statement”) to be filed with the SEC within 120 days of the fiscal year ended December 31, 2019, and is incorporated herein by reference.
+Added: The information required by this item will be included in our Proxy Statement for the 2021 Annual Meeting of Stockholders, which we refer to as the Proxy Statement, to be filed with the SEC within 120 days of the fiscal year ended December 31, 2020, and is incorporated herein by reference.
Executive Compensation.
20 unchanged sentences
3.2 Amended and Restated Bylaws.
−Removed: 8-K 001-38678 3.1 January 28, 2020
+Added: 8-K 001-38678 3.1 December 22, 2020
4.1 Form of Common Stock Certificate.
15 unchanged sentences
S-1 333-227207 10.5 September 6, 2018
−Removed: 10.6* Severance and Change in Control Agreement, dated May 23, 2018, by and between Upwork and Stephane Kasriel.
−Removed: S-1 333-227207 10.7 September 6, 2018
−Removed: 10.7* Severance and Change in Control Agreement, dated May 23, 2018, by and between Upwork and Brian Kinion.
−Removed: S-1 333-227207 10.8 September 6, 2018
−Removed: 10.8* Change in Control and Severance Agreement, dated December 8, 2019, by and between Upwork and Hayden Brown.
−Removed: 10.9* Amended and Restated Offer Letter, dated May 23, 2018, by and between Upwork and Stephane Kasriel.
−Removed: S-1 333-227207 10.10 September 6, 2018
−Removed: 10.10* Amended and Restated Offer Letter, dated May 23, 2018, by and between Upwork and Brian Kinion.
−Removed: S-1 333-227207 10.11 September 6, 2018
−Removed: 10.11* Amended and Restated Offer Letter, dated December 8, 2019, by and between Upwork and Hayden Brown.
10.6* Offer Letter, dated February 25, 2015, by and between Upwork and Elizabeth Nelson.
S-1 333-227207 10.13 September 6, 2018
−Removed: 10.13* Transition Agreement, dated December 8, 2019, by and between Upwork and Stephane Kasriel.
−Removed: 10.14* Advisory Agreement, dated December 8, 2019, by and between Upwork and Stephane Kasriel.
10.7* Offer Letter, dated August 3, 2018, by and between Upwork and Gary Steele.
S-1 333-227207 10.16 September 6, 2018
−Removed: 10.16* Offer Letter, dated June 17, 2019 by and between Upwork and Leela Srinivasan.
−Removed: 10-Q 001-38678 10.2 August 7, 2019
−Removed: 10.17* Upwork Performance Bonus Plan.
−Removed: 10-Q 001-38678 10.2 May 8, 2019
10.8 Loan and Security Agreement, dated September 19, 2017, by and between Upwork and Silicon Valley Bank, as amended.
S-1 333-227207 10.14 September 21, 2018
−Removed: 10.19 Third Amendment to Loan and Security Agreement, dated March 18, 2019, by and between Upwork and Silicon Valley Bank.
+Added: 10.9* Upwork Performance Bonus Plan.
10-Q 001-38678 10.2 May 8, 2019
1 unchanged sentence
10-Q 001-38678 10.3 May 8, 2019
+Added: 10.11* Offer Letter, dated June 17, 2019 by and between Upwork and Leela Srinivasan.
+Added: 10-Q 001-38678 10.2 August 7, 2019
+Added: 10.12* Change in Control and Severance Agreement, dated December 8, 2019, by and between Upwork and Hayden Brown.
+Added: 10-K 001-38678 10.8 March 2, 2020
+Added: 10.13* Amended and Restated Offer Letter, dated December 8, 2019, by and between Upwork and Hayden Brown.
+Added: 10-K 001-38678 10.11 March 2, 2020
+Added: 10.14* Transition Agreement, dated December 8, 2019, by and between Upwork and Stephane Kasriel.
+Added: 10-K 001-38678 10.13 March 2, 2020
+Added: 10.15* Advisory Agreement, dated December 8, 2019, by and between Upwork and Stephane Kasriel.
+Added: 10-K 001-38678 10.14 March 2, 2020
+Added: 10.16* Change in Control and Severance Agreement, dated May 29, 2018, by and between Upwork and Randoll Eric Gilpin.
+Added: 10-Q 001-38678 10.1 August 4, 2020
+Added: 10.17* Amended and Restated Offer Letter, dated May 29, 2018, by and between Upwork and Randoll Eric Gilpin.
+Added: 10-Q 001-38678 10.2 August 4, 2020
+Added: 10.18* Offer Letter, dated July 10, 2020, by and between Upwork Inc.
+Added: and Jeff McCombs.
+Added: 10-Q 001-38678 10.1 November 4, 2020
+Added: 10.19* Change in Control and Severance Agreement, dated August 4, 2020, by and between Upwork Inc.
+Added: and Jeff McCombs.
+Added: 10-Q 001-38678 10.2 November 4, 2020
+Added: 10.20 Fourth Amendment to Loan and Security Agreement, dated August 13, 2020, by and between Upwork Inc.
+Added: and Silicon Valley Bank.
+Added: 10-Q 001-38678 10.4 November 4, 2020
+Added: 10.21* Offer Letter, dated October 13, 2020, by and between Upwork Inc.
+Added: and Anilu Vazquez-Ubarri.
21.1 List of Subsidiaries.
3 unchanged sentences
31.1 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
−Removed: 31.2 Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.fficer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
+Added: 31.2 Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1# Certification of Principal Executive Officer Pursuant to 18 U.S.C.
13 unchanged sentences
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized .
−Removed: March 2, 2020 By:
+Added: February 23, 2021 By:
/s/ Hayden Brown
1 unchanged sentence
POWER OF ATTORNEY
−Removed: KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Hayden Brown and Brian Kinion, and each of them, as his or her true and lawful attorneys-in-fact, proxies, and agents, each with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, proxies, and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, proxies, and agents, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
+Added: KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Hayden Brown and Jeff McCombs, and each of them, as his or her true and lawful attorneys-in-fact, proxies, and agents, each with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, proxies, and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, proxies, and agents, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
Signature Title Date
−Removed: /s/ Hayden Brown President, Chief Executive Officer, and Director March 2, 2020
+Added: /s/ Hayden Brown President, Chief Executive Officer, and Director February 23, 2021
Hayden Brown (Principal Executive Officer)
−Removed: /s/ Brian Kinion Chief Financial Officer March 2, 2020
−Removed: Brian Kinion (Principal Financial and Accounting Officer)
+Added: /s/ Jeff McCombs Chief Financial Officer February 23, 2021
+Added: Jeff McCombs (Principal Financial and Accounting Officer)
/s/ Gregory C.
−Removed: Gretsch Director March 2, 2020
−Removed: /s/ Kevin Harvey Director March 2, 2020
−Removed: /s/ Stephane Kasriel Director March 2, 2020
−Removed: Stephane Kasriel
−Removed: /s/ Thomas Layton Director March 2, 2020
+Added: Gretsch Director February 23, 2021
+Added: /s/ Kevin Harvey Director February 23, 2021
+Added: /s/ Thomas Layton Director February 23, 2021
Thomas Layton
−Removed: /s/ Daniel Marriott Director March 2, 2020
−Removed: Daniel Marriott
−Removed: /s/ Elizabeth Nelson Director March 2, 2020
+Added: /s/ Elizabeth Nelson Director February 23, 2021
Elizabeth Nelson
−Removed: /s/ Leela Srinivasan Director March 2, 2020
+Added: /s/ Leela Srinivasan Director February 23, 2021
Leela Srinivasan
−Removed: /s/ Gary Steele Director March 2, 2020
+Added: /s/ Gary Steele Director February 23, 2021
+Added: /s/ Anilu Vazquez-Ubarri Director February 23, 2021
+Added: Anilu Vazquez-Ubarri
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.