UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
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Item 1.02 Termination of a Material Definitive Agreement.
On May 27, 2021, Upstart Holdings, Inc. (the “Company”) delivered a notice of prepayment notifying the lenders under its Mezzanine Loan and Security Agreement, dated as of October 22, 2018, by and among the Company, Upstart Network, Inc. and Silicon Valley Bank (as may from time to time have been amended, restated, or otherwise modified, the “Loan Agreement”), that the Company would prepay approximately $16.0 million (which amount represents the borrowings currently outstanding, accrued and unpaid interest and applicable prepayment fees). This prepayment was made on June 1, 2021. Following the prepayment, other than any provisions which by their terms survive termination, the Loan Agreement was terminated, and no further borrowings may be made thereunder.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 26, 2021, the Company held its annual meeting of stockholders (the “Annual Meeting”). The stockholders of the Company voted on the following two proposals at the Annual Meeting, each of which is more fully described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 14, 2021.
Proposal One - Election of Class I Directors. The following nominees were each elected as a Class I director to serve until the Company's 2024 annual meeting of stockholders or until their successors are duly elected and qualified.
Name of Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||||||||||||||||
Dave Girouard | 51,771,779 | 6,775,312 | 2,100,222 | |||||||||||||||||
Hilliard C. Terry, III | 51,772,971 | 6,774,120 | 2,100,222 | |||||||||||||||||
Proposal Two - Ratification of the Appointment of Independent Registered Public Accounting Firm. The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021, was ratified.
| Votes For | Votes Against | Abstentions | ||||||||||||
| 60,638,681 | 5,010 | 3,622 | ||||||||||||
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: June 2, 2021 | By: | /s/ Sanjay Datta | ||||||
| Sanjay Datta | ||||||||
| Chief Financial Officer | ||||||||