Upstart Holdings (NASDAQ: UPST) wins support for directors, auditor and pay

Rhea-AI Filing Summary

Upstart Holdings, Inc. reported the results of its annual stockholder meeting held on May 28, 2026. Stockholders elected Class III directors Kerry Cooper, Mary Hentges, and Ciaran O’Kelly to serve until the 2029 annual meeting or until their successors are elected and qualified.

Stockholders ratified the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026. They also approved, on an advisory non-binding basis, the compensation of the Company’s named executive officers.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

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.

Key Figures

Kerry Cooper votes for: 29,222,726 votes Mary Hentges votes for: 29,485,142 votes Ciaran O’Kelly votes for: 26,033,217 votes +5 more

8 metrics

Kerry Cooper votes for 29,222,726 votes Election as Class III director at 2026 annual meeting

Mary Hentges votes for 29,485,142 votes Election as Class III director at 2026 annual meeting

Ciaran O’Kelly votes for 26,033,217 votes Election as Class III director at 2026 annual meeting

Auditor ratification votes for 52,655,917 votes Deloitte & Touche LLP ratified for year ending Dec. 31, 2026

Auditor ratification votes against 392,006 votes Deloitte & Touche LLP ratification

Say-on-pay votes for 28,098,557 votes Advisory vote on named executive officer compensation

Say-on-pay votes against 1,710,007 votes Advisory vote on named executive officer compensation

Broker non-votes on say-on-pay 23,319,927 votes Advisory compensation proposal at 2026 annual meeting

Key Terms

broker non-votes, independent registered public accounting firm, advisory non-binding basis, Class III directors, +1 more

5 terms

broker non-votes financial

"For | Against | Abstentions | Broker Non-Votes 28,098,557 | 1,710,007 | 149,348 | 23,319,927"

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

"ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm"

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.

advisory non-binding basis financial

"approve, on an advisory non-binding basis, the compensation of the Company’s named executive officers"

Class III directors financial

"elected to serve as Class III directors on the Company’s board of directors"

Class III directors are members of a company’s board assigned to one of several staggered term groups, so only that class faces election in a particular year while other classes stay in place. For investors this affects corporate control and takeover risk because staggered elections make it slower and harder for an outside group to replace a majority of directors quickly—think of it as a rotating schedule for board seats that provides continuity but can also entrench existing leadership.

annual meeting of stockholders financial

"held its annual meeting of stockholders on May 28, 2026"

Understanding 8-K Material Events →

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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

May 28, 2026

Date of Report (Date of earliest event reported)

Upstart Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware			001-39797			46-4332431
(State or other jurisdiction of incorporation)			(Commission File Number)			(I.R.S. Employer Identification No.)

2950 S. Delaware Street, Suite 410

San Mateo, CA 94403

(Address of principal executive offices, including zip code)

(833) 212-2461

(Registrant's telephone number, include area code)

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

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

UPST

Nasdaq Global Select Market

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.

Upstart Holdings, Inc. (the “Company”) held its annual meeting of stockholders on May 28, 2026. The Company’s stockholders voted on the following proposals, which are described in more detail in the Company’s definitive proxy statement filed with the United States Securities and Exchange Commission on April 16, 2026:

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

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

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

SIGNATURES

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

						Upstart Holdings, Inc.
Dated: May 28, 2026			By:			/s/ Scott Darling
						Scott Darling
						Chief Legal Officer and Corporate Secretary

FAQ

What did Upstart Holdings (UPST) stockholders approve at the 2026 annual meeting?

Stockholders elected three Class III directors, ratified Deloitte & Touche LLP as auditor for 2026, and approved the advisory vote on named executive officer compensation. These outcomes confirm the board slate, external auditor, and executive pay program for the current cycle.

Which directors were elected at Upstart Holdings (UPST) 2026 annual meeting?

Kerry Cooper, Mary Hentges, and Ciaran O’Kelly were elected as Class III directors. Each will serve until Upstart’s 2029 annual meeting of stockholders, or until a successor is duly elected and qualified, maintaining continuity on the company’s board of directors.

How did Upstart (UPST) stockholders vote on the company’s auditor in 2026?

Stockholders approved Deloitte & Touche LLP as Upstart’s independent registered public accounting firm for the year ending December 31, 2026. The ratification received 52,655,917 votes for, 392,006 against, and 229,916 abstentions, indicating strong support for the current audit relationship.

Was Upstart Holdings (UPST) executive compensation approved by stockholders in 2026?

Yes. The advisory, non-binding vote on compensation for Upstart’s named executive officers was approved. The proposal received 28,098,557 votes for, 1,710,007 against, 149,348 abstentions, and 23,319,927 broker non-votes, signaling majority support for the existing executive pay framework.

What were the vote totals for Upstart (UPST) director nominee Kerry Cooper?

Kerry Cooper received 29,222,726 votes for election as a Class III director, with 735,186 votes withheld and 23,319,927 broker non-votes. This result confirms her election to Upstart’s board through the 2029 annual meeting, subject to earlier replacement if a successor is elected.

How did stockholders vote on Upstart (UPST) director nominee Mary Hentges?

Mary Hentges received 29,485,142 votes for and 472,770 votes withheld, with 23,319,927 broker non-votes. These results confirm her election as a Class III director, continuing her service on the board until Upstart’s 2029 annual meeting or until a successor is elected.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.8 KB