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(Address
of principal executive offices) (Zip Code)
(i650) i204-1000
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
i☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
iCommon
Stock, par value $0.0001 per share
iUPST
iNasdaq Global Select Market
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company i☐
If an emerging growth company, indicate by check mark if the registrant has elected
not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. i☐
Item 5.07 Submission of Matters to a Vote of Security Holders
Upstart Holdings, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual
Meeting”) on May 17, 2022. The Company’s stockholders voted on the following proposals, which are described in more detail in the Company’s definitive proxy statement filed with the United States Securities and Exchange Commission on April 5, 2022 (the “Proxy Statement”):
Proposal One - Election of Class II Directors. The following nominees were each elected to serve as Class II directors on the Company’s board of directors (the “Board”), each to serve until the
Company’s 2025 annual meeting of stockholders or until their successors are duly elected and qualified, by the following vote:
Name of Nominee
Votes For
Votes
Withheld
Broker Non-Votes
Sukhinder Singh Cassidy
30,226,758
7,355,245
18,773,510
Paul Gu
30,792,209
6,789,794
18,773,510
Proposal
Two - Ratification of the Appointment of Independent Registered Public Accounting Firm. 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, 2022, was approved by the following vote:
Votes
For
Votes Against
Abstentions
55,899,475
260,009
196,029
Proposal Three - Advisory Vote on the Frequency of Future Stockholder Advisory Votes on the Compensation of Named Executive Officers. The stockholders indicated, on an advisory basis, their preference for one year as the frequency of holding future stockholder advisory votes on the compensation of the Company’s
named executive officers. The results of such vote were:
One Year
Two
Years
Three Years
Abstentions
Broker Non-Votes
37,299,633
93,582
113,327
75,461
18,773,510
Based on the results of the vote, and consistent with the Board’s
recommendation, the Company has determined to hold a non-binding, advisory vote regarding the compensation of its named executive officers every year until the next required non-binding, advisory vote on the frequency of holding future votes regarding the compensation of the Company’s named executive officers.
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.
