Cover and Notice Card

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No.     )
Filed by the Registrant   þ                              Filed by a party other than the Registrant   ¨
Check the appropriate box:
¨
Preliminary Proxy Statement
¨
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨
Definitive Proxy Statement
þ
Definitive Additional Materials
¨
Soliciting Material under §240.14a-12
Upland Software, Inc.

 
(Name of Registrant as Specified in Its Charter)
  

 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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No fee required
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
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Title of each class of securities to which transaction applies:
 
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on June 17, 2015.
 
UPLAND SOFTWARE, INC.
Meeting Information
 
Meeting Type:
Annual
 
 
 
For holders as of:
April 20, 2015
 
 
 
Date: June 17, 2015 Time:    11:00 AM CDT
 
 
Location:
401 Congress Ave.
 
 
 
 
Suite 1850
 
 
 
 
Austin, TX 78701
 
 
UPLAND SOFTWARE, INC.
401 CONGRESS AVE, SUITE 1850
AUSTIN, TEXAS 78701
 
 
 
 
 
 
 
You are receiving this communication because you hold shares in the company named above.
 
This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).
 
 
 
 
 
 
 
 
 
We encourage you to access and review all of the important information contained in the proxy materials before voting.
 
 
 
 
 
 
 
 
See the reverse side of this notice to obtain proxy materials and voting instructions.



Before You Vote
How to Access the Proxy Materials
Proxy Materials Available to VIEW or RECEIVE:
 
 
1. Notice & Proxy Statement 2. Form 10-K
 
 
How to View Online:
 
 
 
Have the information that is printed in the box marked by the arrow (located on the following page) and
à
XXXX XXXX XXXX XXXX
visit: www.proxyvote.com.
 
 
How to Request and Receive a PAPER or E-MAIL Copy:
 
 
If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:
1)
BY INTERNET:
www.proxyvote.com
 
 
2)
TELEPHONE:
1-800-579-1639
 
 
3)
BY E-MAIL*:
sendmaterial@proxyvote.com
 
 
* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the
box marked by the arrow à
XXXX XXXX XXXX XXXX
(located on the following page) in the subject line.
Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before June 03, 2015 to facilitate timely delivery.
How To Vote
Please Choose One of the Following Voting Methods
Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.
Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box
marked by the arrow à
XXXX XXXX XXXX XXXX
(located on the following page) available and follow the instructions.

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.



Voting Items
 
 
 
 
Your Board of Directors recommends you vote FOR the following proposal:
 
 1.
Election of Directors
 
 
 
 
 
Nominees:
 
 
 
 
01
Stephen E. Courter
02
Rodney C. Favaron
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Your Board of Directors recommends that you vote FOR the following proposal:
 
2.
To ratify the selection of Ernst & Young, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2015.
 
NOTE: To transact such other business as may properly come before the annual meeting or any adjournments or postponements thereof.