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Upstart Holdings, Inc. 2025-2026 Proxy Voting Records

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.

  • 5Ballot items
  • 342Asset managers
  • 1,341Fund votes
  • May 28, 2026Meeting date

Results at a glance

Meeting of May 28, 2026: 5 items on Upstart Holdings, Inc.’s Form 8-K, filed May 28, 2026: 3 elected · 2 approved.

Material dissent

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

Proxy season: 2023-2024 2024-2025 2025-2026

Explore Upstart Holdings, Inc. in the interactive database Compare manager voting policies

Official 2025-2026 meeting results reported by Upstart Holdings, Inc.

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.

Upstart Holdings, Inc. — official shareholder meeting results, meeting held May 28, 2026
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
Elect Director: Kerry Cooper 29,222,726---- 735,18623,319,927 98%Elected—
Elect Director: Mary Hentges 29,485,142---- 472,77023,319,927 98%Elected—
Elect Director: Ciaran O'Kelly 26,033,217---- 3,924,69523,319,927 87%Elected—
2. Ratification of the Appointment of Independent Registered Public Accounting Firm 52,655,917392,006229,916 ---- 99.2%Approved—
3. Advisory Vote on the Compensation of Named Executive Officers 28,098,5571,710,007149,348 --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.

How asset managers voted at the Upstart Holdings, Inc. 2025-2026 meeting

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.

1. Elect Director: Kerry Cooper

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 6 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 29,222,726WITHHELD: 735,186
Details: description as filed, official tally, votes by 59 asset managers

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.

FOR
FOR: 5,514,656ABSTAIN: 836WITHHOLD: 80,169NOT VOTED: 83
Largest asset managers voting on “Election of Directors: Kerry Cooper” at Upstart Holdings, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard2,896,8810 10For
BlackRock1,328,2350 00For
Charles Schwab642,9070 00For
ALGER FUNDS186,7030 00For
Equitable12,4250 067,370Mixed
Lincoln Financial62,8990 00For
Fidelity52,9410 00For
Global X49,1650 00For
JPMorgan37,6950 00For
Goldman Sachs30,3400 00For
REX ETF Trust28,3000 00For
CALDWELL & ORKIN FUNDS INC20,0000 00For
Bridge Builder Trust16,5090 00For
ALGER FUNDS II14,9230 00For
Brighthouse1,1440 012,667Mixed
SEI12,5000 00For
DWS12,0210 00For
AIG/SunAmerica9,5510 00For
State Street8,6510 00For
Venerable Variable Insurance Trust8,3740 00For
WisdomTree8,2780 00For
John Hancock7,7230 00For
Calvert7,0370 00For
Pacific Life6,5230 00For
ProShares6,3720 00For

Showing the 25 largest of 59 asset managers. See all 59 in the interactive database.

2. Elect Director: Mary Hentges

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 6 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 29,485,142WITHHELD: 472,770
Details: description as filed, official tally, votes by 59 asset managers

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.

FOR
FOR: 5,514,657ABSTAIN: 835WITHHOLD: 80,169NOT VOTED: 83
Largest asset managers voting on “Election of Directors: Mary Hentges” at Upstart Holdings, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard2,896,8820 00For
BlackRock1,328,2350 00For
Charles Schwab642,9070 00For
ALGER FUNDS186,7030 00For
Equitable12,4250 067,370Mixed
Lincoln Financial62,8990 00For
Fidelity52,9410 00For
Global X49,1650 00For
JPMorgan37,6950 00For
Goldman Sachs30,3400 00For
REX ETF Trust28,3000 00For
CALDWELL & ORKIN FUNDS INC20,0000 00For
Bridge Builder Trust16,5090 00For
ALGER FUNDS II14,9230 00For
Brighthouse1,1440 012,667Mixed
SEI12,5000 00For
DWS12,0210 00For
AIG/SunAmerica9,5510 00For
State Street8,6510 00For
Venerable Variable Insurance Trust8,3740 00For
WisdomTree8,2780 00For
John Hancock7,7230 00For
Calvert7,0370 00For
Pacific Life6,5230 00For
ProShares6,3720 00For

Showing the 25 largest of 59 asset managers. See all 59 in the interactive database.

3. Elect Director: Ciaran O'Kelly

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 6 wordings of this item as funds reported it.

87% Majority: yes · of votes cast

FOR 87%
FOR: 26,033,217WITHHELD: 3,924,695
Details: description as filed, official tally, votes by 59 asset managers

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.

FOR
FOR: 5,136,239ABSTAIN: 13,176WITHHOLD: 446,246NOT VOTED: 83
Largest asset managers voting on “Election of Directors: Ciaran O'Kelly” at Upstart Holdings, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard2,895,4110 61,466For
BlackRock1,328,2350 00For
Charles Schwab642,7060 0201For
ALGER FUNDS00 0186,703Withhold
Equitable12,4250 067,370Mixed
Lincoln Financial62,8990 00For
Fidelity52,9410 00For
Global X00 049,165Withhold
JPMorgan37,6950 00For
Goldman Sachs00 030,340Withhold
REX ETF Trust28,3000 00For
CALDWELL & ORKIN FUNDS INC20,0000 00For
Bridge Builder Trust16,5090 00For
ALGER FUNDS II00 014,923Withhold
Brighthouse00 013,811Withhold
SEI00 012,500Withhold
DWS00 012,021Withhold
AIG/SunAmerica00 09,551Withhold
State Street8,6460 05For
Venerable Variable Insurance Trust00 08,374Withhold
WisdomTree00 08,278Withhold
John Hancock00 7,7230Abstain
Calvert00 07,037Withhold
Pacific Life6,5230 00For
ProShares00 06,372Withhold

Showing the 25 largest of 59 asset managers. See all 59 in the interactive database.

4. 3. Advisory Vote on the Compensation of Named Executive Officers

Official resultFund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Approved

Combines 10 wordings of this item as funds reported it.

94% Approved · of votes cast

FOR 94%
FOR: 28,098,557AGAINST: 1,710,007
Details: description as filed, official tally, votes by 342 asset managers

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).

Fund voting reports: 57 asset managers voting on “The approval, on an advisory basis, of the compensation of our named executive officers.” at Upstart Holdings, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard2,893,6103,272 00For
BlackRock1,328,2350 00For
Charles Schwab642,706201 00For
ALGER FUNDS186,7030 00For
Equitable79,7950 00For
Lincoln Financial62,8990 00For
Fidelity52,9410 00For
Global X049,165 00Against
JPMorgan37,6950 00For
Goldman Sachs30,3400 00For
REX ETF Trust28,3000 00For
CALDWELL & ORKIN FUNDS INC20,0000 00For
Bridge Builder Trust16,5090 00For
ALGER FUNDS II14,9230 00For
Brighthouse1,1440 12,6670Mixed
SEI012,500 00Against
DWS12,0210 00For
AIG/SunAmerica9,5510 00For
State Street8,6429 00For
Venerable Variable Insurance Trust1,8786,496 00Mixed
WisdomTree8,2780 00For
John Hancock7,7230 00For
Calvert07,037 00Against
Pacific Life6,5230 00For
ProShares6,3720 00For

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.

Institutional-manager reports: 302 asset managers voting on “The approval, on an advisory basis, of the compensation of our named executive officers.” at Upstart Holdings, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
MARSHALL WACE, LLP1,778,1250 00For
BlackRock1,519,72411,089 00For
BAILLIE GIFFORD & CO LTD772,6280 00For
State Street744,47627 00For
Charles Schwab656,708201 00For
WEATHERBIE CAPITAL, LLC470,7980 00For
Northern Trust396,6190 00For
KADENSA CAPITAL Ltd329,2680 00For
GC Wealth Management RIA, LLC321,4320 00For
Alpine Bank Wealth Management250,0000 00For
Baillie Gifford Investment Management (Europe) Ltd229,8700 00For
Goldman Sachs163,3030 00For
Connor, Clark & Lunn Investment Management Ltd.126,6180 00For
UBS0126,237 00Against
MELLON INVESTMENTS Corp115,9800 00For
AllianceBernstein98,0910 00For
DE Shaw87,7460 00For
NORDEA INVESTMENT MANAGEMENT AB083,501 00Against
BNP Paribas Asset Management Holding S.A.080,877 00Against
Allianz080,390 00Against
T. Rowe Price75,5100 00For
PARAMETRIC PORTFOLIO ASSOCIATES LLC63,9300 00For
Liontrust Investment Partners LLP63,2300 00For
Universal-Investment-Gesellschaft mbH062,915 00Against
AMERIPRISE FINANCIAL INC51,5230 00For

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.

5. 2. Ratification of the Appointment of Independent Registered Public Accounting Firm

Official resultAUDIT-RELATEDReported outcome: Approved

Combines 2 wordings of this item as funds reported it.

99.2% Approved · of votes cast

FOR 99.2%
FOR: 52,655,917AGAINST: 392,006
Details: description as filed, official tally, votes by 60 asset managers

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.

FOR
FOR: 5,583,029AGAINST: 0ABSTAIN: 12,667NOT VOTED: 83
Largest asset managers voting on “Ratification of the appointment of Deloitte & Touche LLP as Upstart's independent registered public accounting” at Upstart Holdings, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard2,896,8820 00For
BlackRock1,328,2350 00For
Charles Schwab642,9070 00For
ALGER FUNDS186,7030 00For
Equitable79,7950 00For
Lincoln Financial62,8990 00For
Fidelity52,9410 00For
Global X49,1650 00For
JPMorgan37,6950 00For
Goldman Sachs30,3400 00For
REX ETF Trust28,3000 00For
CALDWELL & ORKIN FUNDS INC20,0000 00For
Bridge Builder Trust16,5090 00For
ALGER FUNDS II14,9230 00For
Brighthouse1,1440 12,6670Mixed
SEI12,5000 00For
DWS12,0210 00For
AIG/SunAmerica9,5510 00For
State Street8,6510 00For
Venerable Variable Insurance Trust8,3740 00For
WisdomTree8,2780 00For
John Hancock7,7230 00For
Calvert7,0370 00For
Pacific Life6,5230 00For
ProShares6,3720 00For

Showing the 25 largest of 60 asset managers. See all 60 in the interactive database.

Largest Upstart Holdings, Inc. shareholders voting in 2025-2026

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.

Fund voting reports: top Upstart Holdings, Inc. shareholders by shares voted on “The approval, on an advisory basis, of the compensation of our named executive officers.”, 2025-2026
#Asset manager % of shares outstanding
1Vanguard 3.03%
2BlackRock 1.39%
3Charles Schwab 0.67%
4ALGER FUNDS 0.20%
5Equitable 0.08%
6Lincoln Financial 0.07%
7Fidelity 0.06%
8Global X 0.05%
9JPMorgan 0.04%
10Goldman Sachs 0.03%
Institutional-manager reports: top Upstart Holdings, Inc. shareholders by shares voted on “The approval, on an advisory basis, of the compensation of our named executive officers.”, 2025-2026
#Asset manager % of shares outstanding
1MARSHALL WACE, LLP 1.86%
2BlackRock 1.60%
3BAILLIE GIFFORD & CO LTD 0.81%
4State Street 0.78%
5Charles Schwab 0.69%
6WEATHERBIE CAPITAL, LLC 0.49%
7Northern Trust 0.41%
8KADENSA CAPITAL Ltd 0.34%
9GC Wealth Management RIA, LLC 0.34%
10Alpine Bank Wealth Management 0.26%

Reported Upstart Holdings, Inc. holdings and ownership

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.

Upstart Holdings, Inc. holdings and ownership disclosed for the 2025-2026 proxy season
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.

About this page

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).

Download data (CSV): ballot items · votes by manager · column guide.