Upstart Holdings, Inc. Form 8-K Summary
Business Context and Reporting Period
This Form 8-K reports on the results of the Annual Meeting of Stockholders held by Upstart Holdings, Inc. on May 28, 2026. The filing details the voting outcomes for three specific proposals submitted to shareholders.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance matters and does not contain financial performance data.
Material Changes and Voting Results
The following proposals were voted upon and approved by stockholders:
- Proposal One (Election of Class III Directors): Three nominees were elected to serve until the 2029 annual meeting.
- Kerry Cooper: 29,222,726 votes for; 735,186 withheld.
- Mary Hentges: 29,485,142 votes for; 472,770 withheld.
- Ciaran O'Kelly: 26,033,217 votes for; 3,924,695 withheld.
- Proposal Two (Ratification of Auditors): The appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, was approved.
- Votes For: 52,655,917
- Votes Against: 392,006
- Abstentions: 229,916
- Proposal Three (Say-on-Pay): The advisory vote on the compensation of Named Executive Officers was approved.
- Votes For: 28,098,557
- Votes Against: 1,710,007
- Abstentions: 149,348
Guidance, Outlook, and Risks
The filing text does not provide a clear value for guidance, outlook, management commentary, risks, contingencies, or unusual items. The document is limited to the reporting of shareholder vote tallies.
Key Facts for Investor Verification
- Verify the definitive proxy statement filed on April 16, 2026, for detailed biographies of the elected directors and the rationale behind the executive compensation package.
- Confirm the tenure of the newly elected Class III directors, which extends until the 2029 annual meeting.
- Note the significant number of broker non-votes (23,319,927) recorded for the director elections and the say-on-pay proposal.
- Review the upcoming fiscal year-end of December 31, 2026, for which Deloitte & Touche LLP has been ratified as the auditor.