---
schema_version: "secwatch.filing_event.v1"
accession: "0001647639-23-000040"
form_type: "8-K"
ticker: "UPST"
cik: "0001647639"
company_name: "Upstart Holdings, Inc."
filed_at: "2023-05-26T23:59:59+00:00"
generated_at: "2026-06-14T13:05:53.225439+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.3
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Upstart Holdings annual meeting results: all director nominees elected, auditor ratified, say-on-pay approved

## Summary
- Class III directors elected: Kerry W. Cooper (17.8M for), Mary Hentges (17.7M), Ciaran O'Kelly (16.1M); broker non-votes 25.6M each.
- Ratification of Deloitte & Touche as FY 2023 auditor approved: 43.3M for, 586K against, 152K abstain.
- Advisory vote on NEO compensation passed: 14.4M for, 3.8M against, 152K abstain; broker non-votes 25.6M.

## SEC filing metadata
- accession: 0001647639-23-000040
- form_type: 8-K
- ticker: UPST
- cik: 0001647639
- company_name: Upstart Holdings, Inc.
- filed_at: 2023-05-26T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.3
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1647639/000164763923000040/0001647639-23-000040-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1647639/000164763923000040/upst-20230524.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001647639-23-000040
- JSON: https://secwatch.observer/filing/0001647639-23-000040.json
- Plain text: https://secwatch.observer/filing/0001647639-23-000040.txt

## Key facts
- Shareholder Votes
  Upstart Holdings, Inc. shareholders approved Election of Class III Directors at the 2023-05-24 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-05-24
  source text: Proposal One - Election of Class III Directors . The following nominees were each elected to serve as Class III directors on the Company’s board of directors, each to serve until the Company’s 2026 annual meeting of stockholders or until their successors are duly elected and qualified, by the following vote: Name of Nominee Votes For Votes Withheld Broker Non-Votes Kerry W. Cooper 17,759,933 683,581 25,576,476 Mary Hentges 17,736,771 706,743 25,576,476 Ciaran O’Kelly 16,082,433 2,361,081 25,576,476
  evidence_url: https://www.sec.gov/Archives/edgar/data/1647639/000164763923000040/0001647639-23-000040-index.htm
- Shareholder Votes
  Upstart Holdings, Inc. shareholders approved Ratification of the Appointment of Independent Registered Public Accounting Firm at the 2023-05-24 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-05-24
  source text: Proposal Two - Ratification of the Appointment of Independent Registered Public Accounting Firm . A proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the current fiscal year ending December 31, 2023, was approved by the following vote: Votes For Votes Against Abstentions 43,281,584 586,720 151,686
  evidence_url: https://www.sec.gov/Archives/edgar/data/1647639/000164763923000040/0001647639-23-000040-index.htm
- Shareholder Votes
  Upstart Holdings, Inc. shareholders approved Advisory Vote on the Compensation of Named Executive Officers at the 2023-05-24 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-05-24
  source text: Proposal Three - Advisory Vote on the Compensation of Named Executive Officers . A proposal to approve, on an advisory non-binding basis, the compensation of the Company’s named executive officers, was approved by the following vote: For Against Abstentions Broker Non-Votes 14,445,985 3,844,852 152,677 25,576,476
  evidence_url: https://www.sec.gov/Archives/edgar/data/1647639/000164763923000040/0001647639-23-000040-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.