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ThredUp (TDUP) investors back board nominees and Deloitte as 2026 auditor

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(Moderate)
Filing Sentiment
(Negative)
Form Type
8-K

Rhea-AI Filing Summary

ThredUp Inc. reported the results of its 2026 Annual Meeting of Stockholders held on May 20, 2026. Stockholders representing 115,415,334 shares, or 297,073,512 votes, were present in person or by proxy, establishing a quorum for conducting business.

Three Class II directors—James Reinhart, Dan Nova, and Kelly Bodnar Battles—were elected to serve until the 2029 annual meeting. Each nominee received over 259 million votes "for," with broker non-votes recorded. Stockholders also ratified the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 296,770,804 votes "for," 142,987 "against," and 159,721 abstentions.

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Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Votes represented 297,073,512 votes Voting power present at 2026 Annual Meeting
Shares represented 115,415,334 shares Common stock present in person or by proxy at meeting
Votes for James Reinhart 260,351,414 votes Election as Class II director
Votes for Dan Nova 259,682,875 votes Election as Class II director
Votes for Kelly Bodnar Battles 272,981,526 votes Election as Class II director
Votes for Deloitte ratification 296,770,804 votes Ratification as independent registered public accounting firm for 2026
Votes against Deloitte ratification 142,987 votes Ratification of Deloitte & Touche LLP
Abstentions on Deloitte ratification 159,721 votes Ratification of Deloitte & Touche LLP
Annual Meeting of Stockholders financial
"On May 20, 2026, the Company held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”)."
Record Date financial
"Holders of the Company’s Class A common stock were entitled to one vote for each share held as of the close of business on March 27, 2026 (the “Record Date”)"
The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.
broker non-votes financial
"The results of such vote were Nominee | Votes For | Votes Withheld | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"The stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026."
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
quorum financial
"present in person or by proxy were holders of 115,415,334 shares of common stock, together representing a total of 297,073,512 votes, or a majority of the voting power ... and constituting a quorum under the Company’s bylaws."
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
Understanding 8-K Material Events →
0001484778false00014847782026-05-202026-05-20

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549



FORM 8-K


CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 20, 2026

ThredUp Inc.
(Exact name of registrant as specified in its charter)

Delaware
 
001-40249
 
26-4009181
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(I.R.S. Employer
Identification No.)

969 Broadway, Suite 200
Oakland, California
 
94607
(Address of principal executive offices)
 
(Zip Code)

Registrant’s telephone number, including area code: (415) 402-5202
Not Applicable
(Former name or former address if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share
TDUP
The Nasdaq Stock Market LLC
Long-Term Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 5.07       Submission of Matters to a Vote of Security Holders.
 
On May 20, 2026, the Company held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). The Company’s stockholders voted on two proposals at the Annual Meeting, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 7, 2026. Holders of the Company’s Class A common stock were entitled to one vote for each share held as of the close of business on March 27, 2026 (the “Record Date”), and holders of the Company’s Class B common stock were entitled to ten votes for each share held as of the close of business on the Record Date. The Class A common stock and Class B common stock (the “common stock”) voted as a single class on all matters. Present at the Annual Meeting in person or by proxy were holders of 115,415,334 shares of common stock, together representing a total of 297,073,512 votes, or a majority of the voting power of all issued and outstanding shares of the Company’s common stock as of the Record Date, and constituting a quorum under the Company’s bylaws. The final results with respect to each such proposal are set forth below.

Proposal 1 - Election of Directors.

The stockholders elected each of the persons named below as Class II directors to serve until the 2029 annual meeting of stockholders or until their successors are duly elected and qualified. The results of such vote were:
Nominee
Votes For
Votes Withheld
Broker Non-Votes
James Reinhart
260,351,414
13,168,612
23,553,486
Dan Nova
259,682,875
13,837,151
23,553,486
Kelly Bodnar Battles
272,981,526
538,500
23,553,486

Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm.

The stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The results of such vote were:
Votes For
Votes Against
Abstentions
296,770,804
142,987
159,721




2

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

THREDUP INC.
 
 
Date: May 20, 2026
By:
/s/ Sean Sobers
 
 
Sean Sobers
 
 
Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did ThredUp (TDUP) stockholders vote on at the 2026 Annual Meeting?

Stockholders voted on two items: electing three Class II directors and ratifying Deloitte & Touche LLP as independent auditor for 2026. Both proposals received strong approval based on the reported vote totals at the May 20, 2026 meeting.

Were ThredUp (TDUP) director nominees elected at the 2026 Annual Meeting?

Yes. James Reinhart, Dan Nova, and Kelly Bodnar Battles were elected as Class II directors to serve until the 2029 annual meeting. Each nominee received more than 259 million votes "for," with additional broker non-votes recorded, indicating broad stockholder support.

How many votes were represented at ThredUp’s 2026 Annual Meeting of Stockholders?

Holders of 115,415,334 shares of ThredUp common stock were present in person or by proxy, representing 297,073,512 votes. This represented a majority of the voting power outstanding as of the March 27, 2026 record date and constituted a quorum under the bylaws.

Did ThredUp (TDUP) stockholders approve Deloitte & Touche as auditor for 2026?

Yes. Stockholders ratified the appointment of Deloitte & Touche LLP as ThredUp’s independent registered public accounting firm for the year ending December 31, 2026, with 296,770,804 votes in favor, 142,987 against, and 159,721 abstentions reported in the results.

How are voting rights structured for ThredUp Class A and Class B common stock?

Holders of Class A common stock were entitled to one vote per share as of the March 27, 2026 record date, while holders of Class B common stock were entitled to ten votes per share. Both classes voted together as a single class on all proposals considered.

What constitutes a quorum for ThredUp’s Annual Meeting of Stockholders?

A quorum is reached when a majority of the voting power of all issued and outstanding common stock is present in person or by proxy. At the 2026 Annual Meeting, 297,073,512 votes were represented, meeting the quorum requirement set out in the company’s bylaws.

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