Duolingo, Inc. 8-K

What Happened
Duolingo, Inc. announced the voting results from its 2026 Annual Meeting of Stockholders held on June 3, 2026 (record date April 7, 2026). Shares representing approximately 94.01% of the Company’s outstanding common stock voting power were present or represented. The company reported that three Class II director nominees were elected, Deloitte & Touche LLP was ratified as independent auditor for 2026, and the advisory vote to approve named executive officer compensation passed.

Key Details

• Three Class II directors elected to serve through the 2029 annual meeting:
  • Amy Bohutinsky — 138,040,912 FOR; 10,993,000 WITHHELD; 8,479,853 broker non-votes.
  • Bonnie Ross — 148,237,642 FOR; 796,270 WITHHELD; 8,479,853 broker non-votes.
  • Jim Shelton — 145,587,925 FOR; 3,445,987 WITHHELD; 8,479,853 broker non-votes.
• Proposal 2 (ratify auditor): Deloitte & Touche LLP approved — 157,202,904 FOR; 237,210 AGAINST; 73,651 ABSTAINED.
• Proposal 3 (advisory approval of executive compensation): Approved — 147,871,738 FOR; 1,113,706 AGAINST; 48,468 ABSTAINED; 8,479,853 broker non-votes.
• Class A shares carry one vote each; Class B shares carry 20 votes each; both classes voted together as a single class.

Why It Matters
The votes confirm board continuity with three directors elected to full terms through 2029, provide shareholder backing (by vote counts) for Duolingo’s executive pay policies on a non‑binding basis, and ratify Deloitte as the company’s auditor for 2026. High voting power participation (~94.01%) indicates significant shareholder engagement in these governance matters.