Upstart shareholders elect three Class III directors, ratify auditor, approve say-on-pay

Upstart Holdings, Inc.

Class III directors Kerry Cooper, Mary Hentges, and Ciaran O'Kelly elected with votes for 29.2M, 29.5M, and 26.0M respectively.
Ratification of Deloitte & Touche as independent auditor for FY2026 approved with 52.7M votes for, 0.4M against.
Advisory vote on named executive officer compensation approved with 28.1M for, 1.7M against, 0.1M abstentions.
Broker non-votes on director elections and say-on-pay were 23.3M for each proposal.

Key facts

Extracted from this filing and checked against the source text.

Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Upstart Holdings, Inc. shareholders approved Advisory Vote on the Compensation of Named Executive Officers at the 2026-05-28 meeting.

Proposal: say on pay
Outcome: passed
Meeting: 2026-05-28

Exact text from the filing

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 28,098,557 1,710,007 149,348 23,319,927

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Upstart Holdings, Inc. shareholders approved Ratification of the Appointment of Independent Registered Public Accounting Firm (Deloitte & Touche LLP) at the 2026-05-28 meeting.

Proposal: auditor ratification
Outcome: passed
Meeting: 2026-05-28

Exact text from the filing

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, 2026, was approved by the following vote: Votes For Votes Against Abstentions 52,655,917 392,006 229,916

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Upstart Holdings, Inc. shareholders approved Election of Class III Directors at the 2026-05-28 meeting.

Proposal: director election
Outcome: passed
Meeting: 2026-05-28

Exact text from the filing

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 2029 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 Cooper 29,222,726 735,186 23,319,927 Mary Hentges 29,485,142 472,770 23,319,927 Ciaran O’Kelly 26,033,217 3,924,695 23,319,927

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Upstart Holdings, Inc. filing history →

Source: SEC EDGAR

accession 0001647639-26-000050

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