Upstart Holdings Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect Kerry Cooper, Mary Hentges and Ciaran O’Kelly as Class III directors to serve until the 2029 annual meeting and until their successors are duly elected and qualified.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of Deloitte & Touche LLP as Upstart’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

3. 3

   Advisory Vote on the Compensation of Our Named Executive Officers (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory proposal to approve the compensation of Upstart’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis, tables and narrative.

   More detail

   This proposal asks stockholders to cast a non-binding advisory vote to approve the compensation paid to Upstart’s named executive officers as disclosed in the proxy statement. Management is seeking this advisory approval as a routine governance practice to solicit stockholder feedback on executive pay and to demonstrate alignment between pay and performance. The company’s disclosed program for 2025 emphasized variable, performance-based pay (bonuses and equity) over fixed salary, with the bonus pool funded primarily by Revenue from Fees and modified by Net Income to reinforce profitability discipline. For 2025, the CEO’s long-term incentive was delivered solely in stock options to emphasize long-term stock-price alignment, while other NEOs received a mix of RSUs and options; subsequent 2026 PRSU awards were implemented to further align leadership compensation to multi-year relative TSR goals. The Board notes that Upstart returned to GAAP profitability in 2025 and funded the bonus pool at approximately 100.95%, which management cites as evidence the program links pay to results. Because this is an advisory vote, its outcome will not be binding, but the Board and compensation committee state they will consider the vote when setting future compensation and engaging with investors. The Board recommends a FOR vote, arguing the program appropriately balances growth and profitability incentives, retention, and stockholder alignment while incorporating governance safeguards (independent committee oversight, consultant input, clawback and ownership guidelines). Potential investor concerns include the size and mix of equity awards, the use of subjective discretion in final payouts, and the CEO’s options-only award approach; the proxy indicates management has engaged with major holders and adjusted design (e.g., PRSUs) in response to shareholder feedback, framing the proposal as part of an iterative governance dialogue.

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When is the Upstart Holdings Inc 2026 annual meeting?

Upstart Holdings Inc (UPST) holds its 2026 annual shareholder meeting on Thursday, May 28, 2026.

What is the record date for the Upstart Holdings Inc 2026 meeting?

The record date for the Upstart Holdings Inc 2026 meeting is Tuesday, March 31, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Upstart Holdings Inc's 2026 meeting?

The board is presenting 3 director nominees at the Upstart Holdings Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Upstart Holdings Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Upstart Holdings Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.