Upstart Holdings, Inc. 8-K

What Happened

• Upstart Holdings, Inc. filed a Form 8-K reporting the results of its annual meeting held on May 28, 2026. Stockholders elected three Class III directors — Kerry Cooper, Mary Hentges and Ciaran O’Kelly — each to serve until the 2029 annual meeting. The company also ratified Deloitte & Touche LLP as its independent registered public accounting firm for the 2026 fiscal year and received an advisory (non-binding) approval of named executive officer compensation.

Key Details

• Directors elected (terms to 2029):
  • Kerry Cooper: 29,222,726 For; 735,186 Withheld; 23,319,927 Broker Non-Votes
  • Mary Hentges: 29,485,142 For; 472,770 Withheld; 23,319,927 Broker Non-Votes
  • Ciaran O’Kelly: 26,033,217 For; 3,924,695 Withheld; 23,319,927 Broker Non-Votes
• Auditor ratification (Deloitte & Touche LLP): 52,655,917 For; 392,006 Against; 229,916 Abstentions.
• Advisory vote on executive compensation (non-binding): 28,098,557 For; 1,710,007 Against; 149,348 Abstentions; 23,319,927 Broker Non-Votes.

Why It Matters

• Board continuity and governance: Electing the three Class III directors confirms the board composition through 2029 and affects oversight of strategy and risk. Notably, Ciaran O’Kelly received more withheld votes than the other nominees but was still elected by the reported totals.
• Audit and financial reporting: Ratification of Deloitte as auditor provides continuity for the company’s financial statement audits for 2026.
• Shareholder sentiment on pay: The advisory (non-binding) approval of executive compensation indicates majority shareholder support for pay practices, though broker non-votes reduced the total participating votes.