Duolingo Inc.

06/13/2025 | Press release | Distributed by Public on 06/13/2025 04:11

Proxy Results (Form 8-K)

Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 11, 2025, the Duolingo, Inc. (the "Company") held its 2025 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, shares of the Company's Class A common stock and Class B common stock (collectively, the "Common Stock"), representing approximately 97.64% in voting power of the Company's outstanding Common Stock as of the April 15, 2025 record date, were present in person, or by remote communication, or represented by proxy. Each share of Class A common stock is entitled to one vote, and each share of Class B common stock is entitled to 20 votes, and the Class A and Class B common stock voted together as a single class on each of the proposals described below. The following are the voting results for the proposals considered and voted upon at the Annual Meeting, each of which were described in the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 25, 2025.
Proposal 1 - Election of three Class I directors to hold office until the Company's annual meeting of stockholders to be held in 2028 and until their respective successor has been duly elected and qualified.
NOMINEE Votes FOR Votes WITHHELD Broker Non-Votes
Bing Gordon 143,473,040 12,774,312 3,020,619
John Lilly 155,590,065 657,287 3,020,619
Mario Schlosser 156,145,394 101,958 3,020,619
Proposal 2 - Ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025.
Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes
159,225,252 24,539 18,180 -
Proposal 3 - Approval, on an advisory (non-binding) basis, of the compensation of the Company's named executive officers.
Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes
154,319,307 1,906,517 21,528 3,020,619
Based on the foregoing votes, the three director nominees were elected and Proposals 2 and 3 were approved.
No other matters were submitted for stockholder action at the Annual Meeting.
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