UPST Upstart Holdings, Inc. - 8-K

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