Upstart (UPST) Proxy filing summary

Executive summary

• The 2026 annual meeting will be held virtually on May 28, 2026, with voting available online for shareholders of record as of March 31, 2026.

• Key proposals include electing three Class III directors, ratifying Deloitte & Touche LLP as auditor, and an advisory vote on executive compensation.

• The board recommends voting in favor of all proposals.

• Shareholders can vote online, by phone, mail, or during the meeting, and may change their vote before the meeting.

• Quorum requires a majority of outstanding shares; abstentions and broker non-votes are counted for quorum but affect proposals differently.

Voting matters and shareholder proposals

• Proposals: (1) Elect Kerry Cooper, Mary Hentges, and Ciaran O'Kelly as Class III directors; (2) Ratify Deloitte & Touche LLP as auditor for 2026; (3) Advisory approval of executive compensation.

• Board recommends voting FOR all proposals.

• Shareholders may submit proposals for the 2027 meeting by December 9, 2026, and director nominations between January 28 and February 27, 2027.

Board of directors and corporate governance

• Board consists of eight members in three staggered classes; three Class III directors are up for election for terms ending 2029.

• Board leadership will transition in May 2026, with Paul Gu becoming CEO and Dave Girouard moving to Executive Chairman.

• Majority of directors are independent per Nasdaq standards; all committees are composed of independent directors.

• Board committees: Audit (6 meetings in 2025), Compensation (6), Nominating & Governance (4).

• Lead Independent Director role held by Kerry Cooper, with defined responsibilities for independent oversight.

• Board and committees conduct annual self-evaluations and consider diversity and a broad range of skills in director nominations.