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Get filing alertsUpstart stockholders elect three directors, ratify auditor at 2026 annual meeting
Filed May 28, 2026 · Period ending May 28, 2026 · ~1 min read
Key Changes
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Ciaran O'Kelly re-elected as Class III director with 86.9% support, reflecting 13.1% opposition—elevated compared to the other two directors who received 97.5% and 98.4% approval.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
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Kerry Cooper and Mary Hentges elected as Class III directors with routine approval levels of 97.5% and 98.4% respectively; all three will serve until the 2029 annual meeting.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
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Stockholders approved executive compensation with 94.3% support and ratified Deloitte & Touche LLP as auditor with 98.8% support, both routine outcomes.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
Summary
Upstart Holdings held its 2026 annual meeting on May 28, with stockholders voting on standard governance matters. The company elected three Class III directors to three-year terms expiring in 2029. While Kerry Cooper and Mary Hentges received routine approval levels above 97%, Ciaran O'Kelly's re-election drew 13.1% opposition—a higher-than-typical level that may reflect stockholder concerns about his board service, though still well within the range for a successful election.
Stockholders also approved the company's executive compensation program with 94.3% support and ratified Deloitte & Touche LLP as the independent auditor with 98.8% approval. Both votes reflect normal governance outcomes. The meeting had 53.3 million shares represented, with broker non-votes of 23.3 million shares on the director and compensation proposals where brokers lack discretionary voting authority.
Section-by-Section Diff
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Upstart held its 2026 annual meeting; stockholders elected three Class III directors, ratified Deloitte as auditor, and approved executive compensation.
Show 2 minor / wording changes
Added in current filing · view on EDGAR →
Votes ForVotes AgainstAbstentions 52,655,917392,006229,916
Stockholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year 2026. The proposal passed with 98.8% support of votes cast, reflecting routine approval.
Added in current filing · verify on EDGAR →
ForAgainstAbstentionsBroker Non-Votes 28,098,5571,710,007149,34823,319,927
Stockholders approved executive compensation on an advisory basis with 94.3% support of votes cast. The 5.7% opposition is within normal ranges for say-on-pay votes, indicating routine approval of the compensation program.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 21, 2026 · How we verify