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Compiled from SEC Form N-PX filings and Upstart Holdings, Inc.’s Form 8-K, filed May 28, 2026 (Item 5.07 on EDGAR). Page generated October 18, 2026.
Meeting of May 28, 2026: 5 items on Upstart Holdings, Inc.’s Form 8-K, filed May 28, 2026: 3 elected · 2 approved.
None.
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 28, 2026 (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: Kerry Cooper | 29,222,726 | -- | -- | 735,186 | 23,319,927 | 98% | Elected | — |
| Elect Director: Mary Hentges | 29,485,142 | -- | -- | 472,770 | 23,319,927 | 98% | Elected | — |
| Elect Director: Ciaran O'Kelly | 26,033,217 | -- | -- | 3,924,695 | 23,319,927 | 87% | Elected | — |
| 2. Ratification of the Appointment of Independent Registered Public Accounting Firm | 52,655,917 | 392,006 | 229,916 | -- | -- | 99.2% | Approved | — |
| 3. Advisory Vote on the Compensation of Named Executive Officers | 28,098,557 | 1,710,007 | 149,348 | -- | 23,319,927 | 94% | Approved | — |
Source: Upstart Holdings, Inc., Form 8-K, filed with the SEC on May 28, 2026 — read the filing on EDGAR.
Each item below shows how the 342 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 6 wordings of this item as funds reported it.
98% Majority: yes · of votes cast
Description as filed by funds: Election of Directors: Kerry Cooper
Upstart Holdings, Inc.’s own tally for this item (“Elect Director: Kerry Cooper”): 29,222,726 for, 735,186 withheld, per its Form 8-K filed May 28, 2026 (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 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:”
Support: 98% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 59 asset managers below reported 5,514,656 for, 80,169 withheld, 836 abstained, 83 not voted.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 2,896,881 | 0 | 1 | 0 | For |
| BlackRock | 1,328,235 | 0 | 0 | 0 | For |
| Charles Schwab | 642,907 | 0 | 0 | 0 | For |
| ALGER FUNDS | 186,703 | 0 | 0 | 0 | For |
| Equitable | 12,425 | 0 | 0 | 67,370 | Mixed |
| Lincoln Financial | 62,899 | 0 | 0 | 0 | For |
| Fidelity | 52,941 | 0 | 0 | 0 | For |
| Global X | 49,165 | 0 | 0 | 0 | For |
| JPMorgan | 37,695 | 0 | 0 | 0 | For |
| Goldman Sachs | 30,340 | 0 | 0 | 0 | For |
| REX ETF Trust | 28,300 | 0 | 0 | 0 | For |
| CALDWELL & ORKIN FUNDS INC | 20,000 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 16,509 | 0 | 0 | 0 | For |
| ALGER FUNDS II | 14,923 | 0 | 0 | 0 | For |
| Brighthouse | 1,144 | 0 | 0 | 12,667 | Mixed |
| SEI | 12,500 | 0 | 0 | 0 | For |
| DWS | 12,021 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 9,551 | 0 | 0 | 0 | For |
| State Street | 8,651 | 0 | 0 | 0 | For |
| Venerable Variable Insurance Trust | 8,374 | 0 | 0 | 0 | For |
| WisdomTree | 8,278 | 0 | 0 | 0 | For |
| John Hancock | 7,723 | 0 | 0 | 0 | For |
| Calvert | 7,037 | 0 | 0 | 0 | For |
| Pacific Life | 6,523 | 0 | 0 | 0 | For |
| ProShares | 6,372 | 0 | 0 | 0 | For |
Showing the 25 largest of 59 asset managers. See all 59 in the interactive database.
Combines 6 wordings of this item as funds reported it.
98% Majority: yes · of votes cast
Description as filed by funds: Election of Directors: Mary Hentges
Upstart Holdings, Inc.’s own tally for this item (“Elect Director: Mary Hentges”): 29,485,142 for, 472,770 withheld, per its Form 8-K filed May 28, 2026 (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 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:”
Support: 98% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 59 asset managers below reported 5,514,657 for, 80,169 withheld, 835 abstained, 83 not voted.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 2,896,882 | 0 | 0 | 0 | For |
| BlackRock | 1,328,235 | 0 | 0 | 0 | For |
| Charles Schwab | 642,907 | 0 | 0 | 0 | For |
| ALGER FUNDS | 186,703 | 0 | 0 | 0 | For |
| Equitable | 12,425 | 0 | 0 | 67,370 | Mixed |
| Lincoln Financial | 62,899 | 0 | 0 | 0 | For |
| Fidelity | 52,941 | 0 | 0 | 0 | For |
| Global X | 49,165 | 0 | 0 | 0 | For |
| JPMorgan | 37,695 | 0 | 0 | 0 | For |
| Goldman Sachs | 30,340 | 0 | 0 | 0 | For |
| REX ETF Trust | 28,300 | 0 | 0 | 0 | For |
| CALDWELL & ORKIN FUNDS INC | 20,000 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 16,509 | 0 | 0 | 0 | For |
| ALGER FUNDS II | 14,923 | 0 | 0 | 0 | For |
| Brighthouse | 1,144 | 0 | 0 | 12,667 | Mixed |
| SEI | 12,500 | 0 | 0 | 0 | For |
| DWS | 12,021 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 9,551 | 0 | 0 | 0 | For |
| State Street | 8,651 | 0 | 0 | 0 | For |
| Venerable Variable Insurance Trust | 8,374 | 0 | 0 | 0 | For |
| WisdomTree | 8,278 | 0 | 0 | 0 | For |
| John Hancock | 7,723 | 0 | 0 | 0 | For |
| Calvert | 7,037 | 0 | 0 | 0 | For |
| Pacific Life | 6,523 | 0 | 0 | 0 | For |
| ProShares | 6,372 | 0 | 0 | 0 | For |
Showing the 25 largest of 59 asset managers. See all 59 in the interactive database.
Combines 6 wordings of this item as funds reported it.
87% Majority: yes · of votes cast
Description as filed by funds: Election of Directors: Ciaran O'Kelly
Upstart Holdings, Inc.’s own tally for this item (“Elect Director: Ciaran O'Kelly”): 26,033,217 for, 3,924,695 withheld, per its Form 8-K filed May 28, 2026 (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 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:”
Support: 87% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 59 asset managers below reported 5,136,239 for, 446,246 withheld, 13,176 abstained, 83 not voted.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 2,895,411 | 0 | 6 | 1,466 | For |
| BlackRock | 1,328,235 | 0 | 0 | 0 | For |
| Charles Schwab | 642,706 | 0 | 0 | 201 | For |
| ALGER FUNDS | 0 | 0 | 0 | 186,703 | Withhold |
| Equitable | 12,425 | 0 | 0 | 67,370 | Mixed |
| Lincoln Financial | 62,899 | 0 | 0 | 0 | For |
| Fidelity | 52,941 | 0 | 0 | 0 | For |
| Global X | 0 | 0 | 0 | 49,165 | Withhold |
| JPMorgan | 37,695 | 0 | 0 | 0 | For |
| Goldman Sachs | 0 | 0 | 0 | 30,340 | Withhold |
| REX ETF Trust | 28,300 | 0 | 0 | 0 | For |
| CALDWELL & ORKIN FUNDS INC | 20,000 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 16,509 | 0 | 0 | 0 | For |
| ALGER FUNDS II | 0 | 0 | 0 | 14,923 | Withhold |
| Brighthouse | 0 | 0 | 0 | 13,811 | Withhold |
| SEI | 0 | 0 | 0 | 12,500 | Withhold |
| DWS | 0 | 0 | 0 | 12,021 | Withhold |
| AIG/SunAmerica | 0 | 0 | 0 | 9,551 | Withhold |
| State Street | 8,646 | 0 | 0 | 5 | For |
| Venerable Variable Insurance Trust | 0 | 0 | 0 | 8,374 | Withhold |
| WisdomTree | 0 | 0 | 0 | 8,278 | Withhold |
| John Hancock | 0 | 0 | 7,723 | 0 | Abstain |
| Calvert | 0 | 0 | 0 | 7,037 | Withhold |
| Pacific Life | 6,523 | 0 | 0 | 0 | For |
| ProShares | 0 | 0 | 0 | 6,372 | Withhold |
Showing the 25 largest of 59 asset managers. See all 59 in the interactive database.
Combines 10 wordings of this item as funds reported it.
94% 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”): 28,098,557 for, 1,710,007 against — passed, per its Form 8-K filed May 28, 2026 (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: 94% 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 | 2,893,610 | 3,272 | 0 | 0 | For |
| BlackRock | 1,328,235 | 0 | 0 | 0 | For |
| Charles Schwab | 642,706 | 201 | 0 | 0 | For |
| ALGER FUNDS | 186,703 | 0 | 0 | 0 | For |
| Equitable | 79,795 | 0 | 0 | 0 | For |
| Lincoln Financial | 62,899 | 0 | 0 | 0 | For |
| Fidelity | 52,941 | 0 | 0 | 0 | For |
| Global X | 0 | 49,165 | 0 | 0 | Against |
| JPMorgan | 37,695 | 0 | 0 | 0 | For |
| Goldman Sachs | 30,340 | 0 | 0 | 0 | For |
| REX ETF Trust | 28,300 | 0 | 0 | 0 | For |
| CALDWELL & ORKIN FUNDS INC | 20,000 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 16,509 | 0 | 0 | 0 | For |
| ALGER FUNDS II | 14,923 | 0 | 0 | 0 | For |
| Brighthouse | 1,144 | 0 | 12,667 | 0 | Mixed |
| SEI | 0 | 12,500 | 0 | 0 | Against |
| DWS | 12,021 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 9,551 | 0 | 0 | 0 | For |
| State Street | 8,642 | 9 | 0 | 0 | For |
| Venerable Variable Insurance Trust | 1,878 | 6,496 | 0 | 0 | Mixed |
| WisdomTree | 8,278 | 0 | 0 | 0 | For |
| John Hancock | 7,723 | 0 | 0 | 0 | For |
| Calvert | 0 | 7,037 | 0 | 0 | Against |
| Pacific Life | 6,523 | 0 | 0 | 0 | For |
| ProShares | 6,372 | 0 | 0 | 0 | For |
Fund voting reports, all 57 managers: 5,493,924 for, 88,664 against, 12,667 abstained, 192 not voted. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| MARSHALL WACE, LLP | 1,778,125 | 0 | 0 | 0 | For |
| BlackRock | 1,519,724 | 11,089 | 0 | 0 | For |
| BAILLIE GIFFORD & CO LTD | 772,628 | 0 | 0 | 0 | For |
| State Street | 744,476 | 27 | 0 | 0 | For |
| Charles Schwab | 656,708 | 201 | 0 | 0 | For |
| WEATHERBIE CAPITAL, LLC | 470,798 | 0 | 0 | 0 | For |
| Northern Trust | 396,619 | 0 | 0 | 0 | For |
| KADENSA CAPITAL Ltd | 329,268 | 0 | 0 | 0 | For |
| GC Wealth Management RIA, LLC | 321,432 | 0 | 0 | 0 | For |
| Alpine Bank Wealth Management | 250,000 | 0 | 0 | 0 | For |
| Baillie Gifford Investment Management (Europe) Ltd | 229,870 | 0 | 0 | 0 | For |
| Goldman Sachs | 163,303 | 0 | 0 | 0 | For |
| Connor, Clark & Lunn Investment Management Ltd. | 126,618 | 0 | 0 | 0 | For |
| UBS | 0 | 126,237 | 0 | 0 | Against |
| MELLON INVESTMENTS Corp | 115,980 | 0 | 0 | 0 | For |
| AllianceBernstein | 98,091 | 0 | 0 | 0 | For |
| DE Shaw | 87,746 | 0 | 0 | 0 | For |
| NORDEA INVESTMENT MANAGEMENT AB | 0 | 83,501 | 0 | 0 | Against |
| BNP Paribas Asset Management Holding S.A. | 0 | 80,877 | 0 | 0 | Against |
| Allianz | 0 | 80,390 | 0 | 0 | Against |
| T. Rowe Price | 75,510 | 0 | 0 | 0 | For |
| PARAMETRIC PORTFOLIO ASSOCIATES LLC | 63,930 | 0 | 0 | 0 | For |
| Liontrust Investment Partners LLP | 63,230 | 0 | 0 | 0 | For |
| Universal-Investment-Gesellschaft mbH | 0 | 62,915 | 0 | 0 | Against |
| AMERIPRISE FINANCIAL INC | 51,523 | 0 | 0 | 0 | For |
Institutional-manager reports, all 302 managers: 9,164,634 for, 863,522 against, 634 abstained, 594 not voted, 13 unknown. Showing the 25 largest; see all in the interactive database.
Combines 2 wordings of this item as funds reported it.
99.2% 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, 2026.
Upstart Holdings, Inc.’s own tally for this item (“2. Ratification of the Appointment of Independent Registered Public Accounting Firm”): 52,655,917 for, 392,006 against — passed, per its Form 8-K filed May 28, 2026 (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, 2026, was approved by the following vote:”
Support: 99.2% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 60 asset managers below reported 5,583,029 for, 0 against, 12,667 abstained, 83 not voted.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 2,896,882 | 0 | 0 | 0 | For |
| BlackRock | 1,328,235 | 0 | 0 | 0 | For |
| Charles Schwab | 642,907 | 0 | 0 | 0 | For |
| ALGER FUNDS | 186,703 | 0 | 0 | 0 | For |
| Equitable | 79,795 | 0 | 0 | 0 | For |
| Lincoln Financial | 62,899 | 0 | 0 | 0 | For |
| Fidelity | 52,941 | 0 | 0 | 0 | For |
| Global X | 49,165 | 0 | 0 | 0 | For |
| JPMorgan | 37,695 | 0 | 0 | 0 | For |
| Goldman Sachs | 30,340 | 0 | 0 | 0 | For |
| REX ETF Trust | 28,300 | 0 | 0 | 0 | For |
| CALDWELL & ORKIN FUNDS INC | 20,000 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 16,509 | 0 | 0 | 0 | For |
| ALGER FUNDS II | 14,923 | 0 | 0 | 0 | For |
| Brighthouse | 1,144 | 0 | 12,667 | 0 | Mixed |
| SEI | 12,500 | 0 | 0 | 0 | For |
| DWS | 12,021 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 9,551 | 0 | 0 | 0 | For |
| State Street | 8,651 | 0 | 0 | 0 | For |
| Venerable Variable Insurance Trust | 8,374 | 0 | 0 | 0 | For |
| WisdomTree | 8,278 | 0 | 0 | 0 | For |
| John Hancock | 7,723 | 0 | 0 | 0 | For |
| Calvert | 7,037 | 0 | 0 | 0 | For |
| Pacific Life | 6,523 | 0 | 0 | 0 | For |
| ProShares | 6,372 | 0 | 0 | 0 | For |
Showing the 25 largest of 60 asset managers. See all 60 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 95,711,569 shares outstanding at the time of that meeting.
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Vanguard | 3.03% |
| 2 | BlackRock | 1.39% |
| 3 | Charles Schwab | 0.67% |
| 4 | ALGER FUNDS | 0.20% |
| 5 | Equitable | 0.08% |
| 6 | Lincoln Financial | 0.07% |
| 7 | Fidelity | 0.06% |
| 8 | Global X | 0.05% |
| 9 | JPMorgan | 0.04% |
| 10 | Goldman Sachs | 0.03% |
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | MARSHALL WACE, LLP | 1.86% |
| 2 | BlackRock | 1.60% |
| 3 | BAILLIE GIFFORD & CO LTD | 0.81% |
| 4 | State Street | 0.78% |
| 5 | Charles Schwab | 0.69% |
| 6 | WEATHERBIE CAPITAL, LLC | 0.49% |
| 7 | Northern Trust | 0.41% |
| 8 | KADENSA CAPITAL Ltd | 0.34% |
| 9 | GC Wealth Management RIA, LLC | 0.34% |
| 10 | Alpine Bank Wealth Management | 0.26% |
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 | 13.87% | DEF14A |
| Vanguard Group | 8.44% | 13F |
| BlackRock | 7.73% | 13F |
| Entities affiliated with The Vanguard Group | 7.33% | DEF14A |
| Entities affiliated with BlackRock, Inc. | 5.80% | DEF14A |
| Jericho Capital Asset Management L.P. | 5.24% | DEF14A |
| G1 Execution Services, LLC | 4.76% | 13G |
| Morgan Stanley | 4.40% | 13F |
| Citadel Advisors | 4.36% | 13F |
| Geode Capital | 2.22% | 13F |
Percentages above are of 95,711,569 shares outstanding, as reported by Upstart Holdings, Inc. on its Form 10-Q dated April 28, 2026 (see the filing on EDGAR). This is the count contemporaneous with the 2025-2026 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 April 28, 2026. 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 28, 2026, in the 2025-2026 proxy season, 342 asset managers reported how they voted on 5 ballot items in their SEC Form N-PX filings, covering 1,341 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 94% 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 28, 2026.
Upstart Holdings, Inc. proxy season coverage: 2023-2024 · 2024-2025 · 2025-2026 (this page).
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