Home › Companies › UPSTART HOLDINGS INC. › 2024-2025
Compiled from SEC Form N-PX filings and UPSTART HOLDINGS INC.’s Form 8-K, filed May 23, 2025 (Item 5.07 on EDGAR). Page generated October 18, 2026.
Meeting of May 23, 2025: 4 items on UPSTART HOLDINGS INC.’s Form 8-K, filed May 23, 2025: 2 elected · 2 approved.
Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided
Explore UPSTART HOLDINGS INC. in the interactive database Compare manager voting policies
These tallies are UPSTART HOLDINGS INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed May 23, 2025 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.
| Ballot item | For | Against | Abstain | Withheld | Broker non-votes | Support (of votes cast) | Reported outcome | Voting standard |
|---|---|---|---|---|---|---|---|---|
| Elect Director: Peter Bernard | 42,901,568 | -- | -- | 1,507,558 | 20,209,653 | 97% | Elected | — |
| Elect Director: Paul Gu | 33,863,396 | -- | -- | 10,545,730 | 20,209,653 | 76% | Elected | — |
| 2. Ratification of the Appointment of Independent Registered Public Accounting Firm | 64,025,401 | 440,472 | 152,906 | -- | -- | 99.3% | Approved | — |
| 3. Advisory Vote on the Compensation of Named Executive Officers | 32,635,176 | 11,605,654 | 168,296 | -- | 20,209,653 | 74% | Approved | — |
Source: UPSTART HOLDINGS INC., Form 8-K, filed with the SEC on May 23, 2025 — read the filing on EDGAR.
Each item below shows how the 369 asset managers that disclosed a UPSTART HOLDINGS INC. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report.
Combines 7 wordings of this item as funds reported it.
97% Majority: yes · of votes cast
Description as filed by funds: Election of Directors: Peter Bernard
UPSTART HOLDINGS INC.’s own tally for this item (“Elect Director: Peter Bernard”): 42,901,568 for, 1,507,558 withheld, per its Form 8-K filed May 23, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: Elected, in the filing’s own words: “The following nominees were each elected to serve as Class II directors on the Company's board of directors, each to serve until the Company's 2028 annual meeting of stockholders or until their successors are duly elected and qualified, by the following vote:”
Support: 97% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 70 asset managers below reported 16,043,753 for, 593,234 withheld, 27,568 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 7,776,078 | 0 | 0 | 0 | For |
| BlackRock | 1,394,927 | 0 | 0 | 0 | For |
| Global X | 1,149,713 | 0 | 0 | 0 | For |
| Fidelity | 945,316 | 0 | 0 | 0 | For |
| ALGER FUNDS | 671,423 | 0 | 0 | 0 | For |
| Charles Schwab | 658,019 | 0 | 0 | 0 | For |
| Capitol Series Trust | 610,500 | 0 | 0 | 0 | For |
| Invesco | 0 | 0 | 0 | 514,390 | Withhold |
| TIAA | 386,709 | 0 | 0 | 0 | For |
| State Street | 220,374 | 0 | 0 | 0 | For |
| Equitable | 216,193 | 0 | 0 | 0 | For |
| DRIEHAUS MUTUAL FUNDS | 212,136 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 195,409 | 0 | 0 | 0 | For |
| JPMorgan | 179,468 | 0 | 0 | 0 | For |
| First Trust | 139,435 | 0 | 0 | 0 | For |
| Goldman Sachs | 117,679 | 0 | 0 | 0 | For |
| Tidal Trust II | 95,679 | 0 | 0 | 0 | For |
| LIBERTY ALL STAR GROWTH FUND INC. | 93,022 | 0 | 0 | 0 | For |
| Jackson National | 49,577 | 0 | 27,568 | 0 | Mixed |
| OPTIMUM FUND TRUST | 76,649 | 0 | 0 | 0 | For |
| Nationwide | 38,151 | 0 | 0 | 33,878 | Mixed |
| ALGER FUNDS II | 69,216 | 0 | 0 | 0 | For |
| Lincoln Financial | 66,139 | 0 | 0 | 0 | For |
| SEI | 64,426 | 0 | 0 | 0 | For |
| TRUST FOR PROFESSIONAL MANAGERS | 47,859 | 0 | 0 | 0 | For |
Showing the 25 largest of 70 asset managers. See all 70 in the interactive database.
Combines 7 wordings of this item as funds reported it.
76% Majority: yes · of votes cast
Description as filed by funds: Election of Directors: Paul Gu
UPSTART HOLDINGS INC.’s own tally for this item (“Elect Director: Paul Gu”): 33,863,396 for, 10,545,730 withheld, per its Form 8-K filed May 23, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: Elected, in the filing’s own words: “The following nominees were each elected to serve as Class II directors on the Company's board of directors, each to serve until the Company's 2028 annual meeting of stockholders or until their successors are duly elected and qualified, by the following vote:”
Support: 76% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 70 asset managers below reported 13,856,656 for, 2,487,796 withheld, 320,103 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 7,776,078 | 0 | 0 | 0 | For |
| BlackRock | 1,394,927 | 0 | 0 | 0 | For |
| Global X | 1,149,713 | 0 | 0 | 0 | For |
| Fidelity | 945,316 | 0 | 0 | 0 | For |
| ALGER FUNDS | 0 | 0 | 0 | 671,423 | Withhold |
| Charles Schwab | 658,019 | 0 | 0 | 0 | For |
| Capitol Series Trust | 0 | 0 | 0 | 610,500 | Withhold |
| Invesco | 514,390 | 0 | 0 | 0 | For |
| TIAA | 386,709 | 0 | 0 | 0 | For |
| State Street | 75 | 0 | 0 | 220,299 | Withhold |
| Equitable | 127,183 | 0 | 0 | 89,010 | Mixed |
| DRIEHAUS MUTUAL FUNDS | 0 | 0 | 0 | 212,136 | Withhold |
| Bridge Builder Trust | 15,563 | 0 | 179,846 | 0 | Mixed |
| JPMorgan | 179,468 | 0 | 0 | 0 | For |
| First Trust | 0 | 0 | 0 | 139,435 | Withhold |
| Goldman Sachs | 117,679 | 0 | 0 | 0 | For |
| Tidal Trust II | 95,679 | 0 | 0 | 0 | For |
| LIBERTY ALL STAR GROWTH FUND INC. | 0 | 0 | 0 | 93,022 | Withhold |
| Jackson National | 27,568 | 0 | 49,577 | 0 | Mixed |
| OPTIMUM FUND TRUST | 0 | 0 | 0 | 76,649 | Withhold |
| Nationwide | 72,029 | 0 | 0 | 0 | For |
| ALGER FUNDS II | 0 | 0 | 0 | 69,216 | Withhold |
| Lincoln Financial | 8,339 | 0 | 0 | 57,800 | Mixed |
| SEI | 64,426 | 0 | 0 | 0 | For |
| TRUST FOR PROFESSIONAL MANAGERS | 0 | 0 | 47,859 | 0 | Abstain |
Showing the 25 largest of 70 asset managers. See all 70 in the interactive database.
Combines 12 wordings of this item as funds reported it.
74% Approved · of votes cast
Description as filed by funds: The approval, on an advisory basis, of the compensation of our named executive officers.
UPSTART HOLDINGS INC.’s own tally for this item (“3. Advisory Vote on the Compensation of Named Executive Officers”): 32,635,176 for, 11,605,654 against — passed, per its Form 8-K filed May 23, 2025 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “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:”
Support: 74% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 7,775,453 | 625 | 0 | 0 | For |
| BlackRock | 1,394,927 | 0 | 0 | 0 | For |
| Global X | 1,149,713 | 0 | 0 | 0 | For |
| Fidelity | 945,316 | 0 | 0 | 0 | For |
| ALGER FUNDS | 0 | 671,423 | 0 | 0 | Against |
| Charles Schwab | 658,019 | 0 | 0 | 0 | For |
| Capitol Series Trust | 0 | 610,500 | 0 | 0 | Against |
| Invesco | 0 | 514,390 | 0 | 0 | Against |
| TIAA | 0 | 386,709 | 0 | 0 | Against |
| State Street | 220,292 | 82 | 0 | 0 | For |
| Equitable | 127,183 | 89,010 | 0 | 0 | Mixed |
| DRIEHAUS MUTUAL FUNDS | 0 | 212,136 | 0 | 0 | Against |
| Bridge Builder Trust | 15,563 | 179,846 | 0 | 0 | Mixed |
| JPMorgan | 179,468 | 0 | 0 | 0 | For |
| First Trust | 0 | 139,435 | 0 | 0 | Against |
| Goldman Sachs | 0 | 117,679 | 0 | 0 | Against |
| Tidal Trust II | 95,679 | 0 | 0 | 0 | For |
| LIBERTY ALL STAR GROWTH FUND INC. | 0 | 93,022 | 0 | 0 | Against |
| Jackson National | 22,093 | 55,052 | 0 | 0 | Mixed |
| OPTIMUM FUND TRUST | 0 | 76,649 | 0 | 0 | Against |
| Nationwide | 23,059 | 48,970 | 0 | 0 | Mixed |
| ALGER FUNDS II | 0 | 69,216 | 0 | 0 | Against |
| Lincoln Financial | 66,139 | 0 | 0 | 0 | For |
| SEI | 64,426 | 0 | 0 | 0 | For |
| TRUST FOR PROFESSIONAL MANAGERS | 0 | 47,859 | 0 | 0 | Against |
Fund voting reports, all 72 managers: 12,984,356 for, 3,684,833 against, 6,843 abstained. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| BlackRock | 2,330,831 | 31,581 | 0 | 0 | For |
| State Street | 1,648,379 | 38,650 | 0 | 0 | For |
| Two Sigma | 0 | 1,575,105 | 0 | 0 | Against |
| GEODE CAPITAL MANAGEMENT, LLC | 1,042,650 | 0 | 0 | 0 | For |
| COATUE MANAGEMENT LLC | 0 | 870,947 | 0 | 0 | Against |
| FULLER & THALER ASSET MANAGEMENT, INC. | 0 | 867,622 | 0 | 0 | Against |
| WEATHERBIE CAPITAL, LLC | 0 | 837,159 | 0 | 0 | Against |
| SUMMIT PARTNERS PUBLIC ASSET MANAGEMENT, LLC | 799,555 | 0 | 0 | 0 | For |
| Invesco | 0 | 678,739 | 0 | 0 | Against |
| DRIEHAUS CAPITAL MANAGEMENT LLC | 0 | 660,272 | 0 | 0 | Against |
| Charles Schwab | 658,077 | 0 | 0 | 0 | For |
| Northern Trust | 0 | 545,049 | 0 | 0 | Against |
| FRED ALGER MANAGEMENT, LLC | 0 | 484,548 | 0 | 0 | Against |
| Nuveen | 0 | 414,893 | 0 | 0 | Against |
| Vanguard | 311,477 | 4,848 | 0 | 0 | For |
| Goldman Sachs | 0 | 309,919 | 0 | 0 | Against |
| JPMorgan | 298,802 | 0 | 0 | 0 | For |
| STRS OHIO | 0 | 295,567 | 0 | 0 | Against |
| MELLON INVESTMENTS Corp | 235,569 | 0 | 0 | 0 | For |
| CAPITAL FUND MANAGEMENT S.A. | 0 | 220,648 | 0 | 0 | Against |
| CANADA PENSION PLAN INVESTMENT BOARD | 0 | 172,600 | 0 | 0 | Against |
| Liontrust Investment Partners LLP | 0 | 167,688 | 0 | 0 | Against |
| Connor, Clark & Lunn Investment Management Ltd. | 0 | 152,128 | 0 | 0 | Against |
| Man Group plc | 132,649 | 0 | 0 | 0 | For |
| AMERIPRISE FINANCIAL INC | 0 | 114,743 | 0 | 0 | Against |
Institutional-manager reports, all 318 managers: 8,390,429 for, 9,901,937 against, 55,236 abstained, 1,081 not voted. Showing the 25 largest; see all in the interactive database.
Combines 2 wordings of this item as funds reported it.
99.3% Approved · of votes cast
Description as filed by funds: Ratification of the appointment of Deloitte & Touche LLP as Upstart's independent registered public accounting firm for the fiscal year ending December 31, 2025.
UPSTART HOLDINGS INC.’s own tally for this item (“2. Ratification of the Appointment of Independent Registered Public Accounting Firm”): 64,025,401 for, 440,472 against — passed, per its Form 8-K filed May 23, 2025 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “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, 2025, was approved by the following vote:”
Support: 99.3% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 74 asset managers below reported 16,641,336 for, 14,784 against, 6,843 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 7,776,078 | 0 | 0 | 0 | For |
| BlackRock | 1,394,927 | 0 | 0 | 0 | For |
| Global X | 1,149,713 | 0 | 0 | 0 | For |
| Fidelity | 945,316 | 0 | 0 | 0 | For |
| ALGER FUNDS | 671,423 | 0 | 0 | 0 | For |
| Charles Schwab | 658,019 | 0 | 0 | 0 | For |
| Capitol Series Trust | 610,500 | 0 | 0 | 0 | For |
| Invesco | 514,390 | 0 | 0 | 0 | For |
| TIAA | 386,709 | 0 | 0 | 0 | For |
| State Street | 220,374 | 0 | 0 | 0 | For |
| Equitable | 216,193 | 0 | 0 | 0 | For |
| DRIEHAUS MUTUAL FUNDS | 212,136 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 195,409 | 0 | 0 | 0 | For |
| JPMorgan | 179,468 | 0 | 0 | 0 | For |
| First Trust | 139,435 | 0 | 0 | 0 | For |
| Goldman Sachs | 117,679 | 0 | 0 | 0 | For |
| Tidal Trust II | 95,679 | 0 | 0 | 0 | For |
| LIBERTY ALL STAR GROWTH FUND INC. | 93,022 | 0 | 0 | 0 | For |
| Jackson National | 77,145 | 0 | 0 | 0 | For |
| OPTIMUM FUND TRUST | 76,649 | 0 | 0 | 0 | For |
| Nationwide | 72,029 | 0 | 0 | 0 | For |
| ALGER FUNDS II | 69,216 | 0 | 0 | 0 | For |
| Lincoln Financial | 66,139 | 0 | 0 | 0 | For |
| SEI | 64,426 | 0 | 0 | 0 | For |
| TRUST FOR PROFESSIONAL MANAGERS | 47,859 | 0 | 0 | 0 | For |
Showing the 25 largest of 74 asset managers. See all 74 in the interactive database.
Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 95,071,582 shares outstanding at the time of that meeting.
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Vanguard | 8.18% |
| 2 | BlackRock | 1.47% |
| 3 | Global X | 1.21% |
| 4 | Fidelity | 0.99% |
| 5 | ALGER FUNDS | 0.71% |
| 6 | Charles Schwab | 0.69% |
| 7 | Capitol Series Trust | 0.64% |
| 8 | Invesco | 0.54% |
| 9 | TIAA | 0.41% |
| 10 | State Street | 0.23% |
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | BlackRock | 2.48% |
| 2 | State Street | 1.77% |
| 3 | Two Sigma | 1.66% |
| 4 | GEODE CAPITAL MANAGEMENT, LLC | 1.10% |
| 5 | COATUE MANAGEMENT LLC | 0.92% |
| 6 | FULLER & THALER ASSET MANAGEMENT, INC. | 0.91% |
| 7 | WEATHERBIE CAPITAL, LLC | 0.88% |
| 8 | SUMMIT PARTNERS PUBLIC ASSET MANAGEMENT, LLC | 0.84% |
| 9 | Invesco | 0.71% |
| 10 | DRIEHAUS CAPITAL MANAGEMENT LLC | 0.69% |
As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.
| Holder | % outstanding | Disclosure |
|---|---|---|
| Dave Girouard | 13.76% | DEF14A |
| Vanguard Group | 8.43% | 13F |
| Entities affiliated with The Vanguard Group | 7.38% | DEF14A |
| BlackRock | 6.85% | 13F |
| Entities affiliated with BlackRock, Inc. | 5.84% | DEF14A |
| G1 Execution Services, LLC | 4.79% | 13G |
| Citadel Advisors | 4.11% | 13F |
| State Street | 2.11% | 13F |
| Geode Capital | 2.04% | 13F |
| Goldman Sachs | 2.00% | 13F |
Percentages above are of 95,071,582 shares outstanding, as reported by UPSTART HOLDINGS INC. on its Form 10-Q dated March 31, 2025 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.
Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from UPSTART HOLDINGS INC.’s 10-Q dated March 31, 2025. This page is a static snapshot rebuilt weekly on October 18, 2026; a live search always shows the current data.
At UPSTART HOLDINGS INC.'s shareholder meeting held May 23, 2025, in the 2024-2025 proxy season, 369 asset managers reported how they voted on 4 ballot items in their SEC Form N-PX filings, covering 1,274 separate fund positions. On the most widely held item on that ballot — The approval, on an advisory basis, of the compensation of our named executive officers. — UPSTART HOLDINGS INC.'s filing reports the proposal as approved, with 74% support of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side). Source: UPSTART HOLDINGS INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on May 23, 2025.
UPSTART HOLDINGS INC. proxy season coverage: 2023-2024 · 2024-2025 (this page) · 2025-2026.
Download data (CSV): ballot items · votes by manager · column guide.