Upstart (UPST) Proxy Filing summary

Executive summary

• The 2025 annual meeting will be held virtually on May 23, 2025, with voting available online for shareholders of record as of March 26, 2025.

• Shareholders will vote on electing two Class II directors, ratifying the appointment of Deloitte & Touche LLP as auditor, and approving executive compensation on an advisory basis.

• The proxy materials are primarily distributed electronically to reduce costs and environmental impact, with options for mail delivery upon request.

Voting matters and shareholder proposals

• Proposals include electing Peter Bernard and Paul Gu as Class II directors, ratifying Deloitte & Touche LLP as auditor, and an advisory vote on executive compensation.

• The board recommends voting FOR all proposals.

• Shareholders can submit proposals for the 2026 meeting by December 5, 2025, and director nominations between January 23 and February 22, 2026.

Board of directors and corporate governance

• The board will reduce from nine to eight members after the 2025 meeting.

• The board is classified into three staggered classes, with one class elected each year for three-year terms.

• Kerry W. Cooper is Lead Independent Director; all committees are composed of independent directors.

• Board committees include audit, compensation, and nominating/governance, each with defined charters and responsibilities.

• Annual board and committee self-evaluations are conducted, and diversity in skills and backgrounds is considered in director nominations.