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
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(650 ) 204-1000
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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 ☐
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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 29, 2024. 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 5, 2024:
Proposal One - Election of Class I Directors. The following nominees were each elected to serve as Class I directors on the Company’s board of directors, each to serve until the Company’s 2027 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 | |||||||||||||||||
| Dave Girouard | 21,875,931 | 562,958 | 24,742,404 | |||||||||||||||||
| Jeff Huber | 19,538,741 | 2,900,148 | 24,742,404 | |||||||||||||||||
Hilliard C. Terry, III | 21,852,910 | 585,979 | 24,742,404 | |||||||||||||||||
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, 2024, was approved by the following vote:
| Votes For | Votes Against | Abstentions | ||||||||||||
| 46,329,756 | 564,182 | 287,355 | ||||||||||||
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 | |||||||||||||||||
| 20,182,404 | 2,077,758 | 178,727 | 24,742,404 | |||||||||||||||||
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 31, 2024 | By: | /s/ Scott Darling | ||||||
| Scott Darling | ||||||||
| Chief Legal Officer and Corporate Secretary | ||||||||