AppLovin Corp 8-K

What Happened

• AppLovin Corporation announced the voting results from its annual meeting of stockholders held June 3, 2026 (record date April 13, 2026). Stockholders elected nine directors to serve until the 2027 annual meeting, ratified Deloitte & Touche LLP as the company’s independent auditor for fiscal 2026, approved an advisory vote on executive compensation, and approved an amendment to the charter to provide officer exculpation as permitted by Delaware law. A stockholder proposal to require disclosure of voting results by class of shares was not approved.
• At the record date there were 306,053,394 shares of Class A common stock (1 vote per share) and 30,207,521 shares of Class B common stock (20 votes per share), for a combined voting power of 910,203,814 votes. Broker non‑votes were reported where applicable.

Key Details

• Directors elected (votes For / Withhold; broker non‑votes: 39,487,638): Adam Foroughi 789,659,577 / 26,641,491; Craig Billings 787,450,426 / 28,850,642; Herald Chen 785,822,622 / 30,478,446; Margaret Georgiadis 751,666,493 / 64,634,575; Barbara Messing 781,466,244 / 34,834,824; Todd Morgenfeld 809,812,856 / 6,488,212; Victoria Valenzuela 814,003,872 / 2,297,196; Eduardo Vivas 780,540,695 / 35,760,373; Maynard Webb 781,488,849 / 34,812,219.
• Auditor ratification: Deloitte & Touche LLP ratified — For 853,713,514; Against 2,003,724; Abstain 71,468.
• Advisory vote on named executive officer compensation: approved — For 752,959,150; Against 63,070,373; Abstain 271,545 (39,487,638 broker non‑votes).
• Charter amendment to provide officer exculpation: approved — For 735,785,832; Against 80,423,671; Abstain 91,565 (39,487,638 broker non‑votes).
• Stockholder proposal to disclose voting results by class: not approved — For 119,127,022; Against 696,868,093; Abstain 305,953 (39,487,638 broker non‑votes).

Why It Matters

• These results confirm the company’s board slate and governance moves for the coming year (director elections and a charter amendment for officer exculpation), keep Deloitte as the independent auditor for 2026, and show stockholder support for the company’s executive pay program on an advisory basis. The rejection of the disclosure-by-class proposal means the company will not be required to provide separate voting tallies by share class as requested by that proposal. Investors should note these governance outcomes when assessing board composition, audit continuity, and corporate governance changes.