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AppLovin (NASDAQ: APP) holders approve directors, officer exculpation and pay

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

AppLovin Corporation reported the results of its annual stockholder meeting held on June 3, 2026. Stockholders elected nine directors to serve until the 2027 annual meeting, with each nominee receiving over 751 million votes in favor, excluding broker non-votes.

Stockholders ratified Deloitte & Touche LLP as independent auditor for the fiscal year ending December 31, 2026, with 853,713,514 votes for and 2,003,724 against. On an advisory basis, they approved compensation for named executive officers, with 752,959,150 votes for and 63,070,373 against.

Stockholders also approved an amendment to the amended and restated certificate of incorporation to provide for officer exculpation as permitted by Delaware law, with 735,785,832 votes in favor. A stockholder proposal seeking disclosure of voting results by class of shares did not pass, receiving 119,127,022 votes for and 696,868,093 against.

Positive

  • None.

Negative

  • None.

Insights

AppLovin investors backed management’s slate and policies, while rejecting added voting disclosure.

AppLovin’s stockholders supported the full board slate and key management proposals, including say-on-pay and auditor ratification. Vote margins were wide, suggesting broad alignment between management and the voting stockholder base on these topics.

Approval of officer exculpation in the certificate of incorporation aligns the company with Delaware’s expanded protections for certain officer conduct, which can affect litigation exposure but does not change underlying duties. The failed proposal on class-by-class vote disclosure indicates limited appetite for additional reporting of the company’s dual-class voting structure at this time.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Voting power outstanding 910,203,814 votes Combined Class A and Class B as of April 13, 2026
Shares outstanding Class A 306,053,394 shares Class A common stock as of April 13, 2026
Shares outstanding Class B 30,207,521 shares Class B common stock as of April 13, 2026
Auditor ratification votes for 853,713,514 votes Deloitte & Touche LLP ratification
Say-on-pay votes for 752,959,150 votes Advisory approval of executive compensation
Officer exculpation votes for 735,785,832 votes Charter amendment for officer exculpation
Class-by-class disclosure votes against 696,868,093 votes Stockholder proposal on vote disclosure by class
officer exculpation regulatory
"to provide for officer exculpation as permitted by Delaware law"
A charter clause that limits company officers’ personal responsibility for money damages when they make business decisions that turn out poorly, unless they acted in bad faith, engaged in intentional wrongdoing, or took improper personal gain. It matters to investors because it changes the practical risk and accountability for senior managers—similar to giving a driver limited crash liability, it can encourage bold decision-making but may reduce the chance shareholders can recover losses if officers behaved improperly.
broker non-votes financial
"For | Against | Abstain | Broker Non-Votes 752,959,150 | 63,070,373 | 271,545 | 39,487,638"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
advisory basis financial
"voted to approve on an advisory basis, the compensation of the Company’s named executive officers"
amended and restated certificate of incorporation regulatory
"approve an amendment to the Company’s amended and restated certificate of incorporation"
A company’s amended and restated certificate of incorporation is an updated version of its foundational legal charter that replaces the older document and folds in all changes into one clear copy; it spells out corporate structure, classes of stock, shareholder rights and key governance rules. Investors care because it can change who controls the company, how votes are counted, what claims shareholders have on assets or dividends, and can introduce or remove protections against takeovers—like updating a house title after a major renovation to show who owns what and under what rules.
record date financial
"Stockholders at the close of business on April 13, 2026 (the “Record Date”)"
The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.
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Understanding 8-K Material Events →
FALSE000175100800017510082026-06-032026-06-03

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 3, 2026 
AppLovin Corporation
(Exact name of registrant as specified in its charter)
Delaware001-4032545-3264542
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
1100 Page Mill Road
Palo Alto, California 94304
(Address of principal executive offices, including zip code)
(800) 839-9646
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class 
Trading
Symbol(s)
 
Name of each exchange
on which registered
Class A common stock, par value $0.00003 per share APP The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 5.07    Submission of Matters to a Vote of Security Holders

On June 3, 2026, AppLovin Corporation (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders of the Company voted on the following five proposals, each of which is more fully described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 21, 2026 (the “Proxy Statement”). Stockholders at the close of business on April 13, 2026 (the “Record Date”) were entitled to vote at the Annual Meeting.

As of the Record Date, there were 306,053,394 shares of the Company’s Class A common stock and 30,207,521 shares of the Company’s Class B common stock outstanding. Each outstanding share of Class A common stock was entitled to cast one vote on each matter to come before the Annual Meeting and each outstanding share of Class B common stock was entitled to cast 20 votes on each matter to come before the Annual Meeting for a combined voting power of 910,203,814 votes. Shares constituting a quorum were represented in person or by proxy at the Annual Meeting. The voting results with respect to each matter voted upon are set forth below.

Proposal One: Election of Directors
The Company’s stockholders voted to elect nine directors to serve until the 2027 annual meeting of stockholders and until their successors are duly elected and qualified, with voting results as follows:

Nominee For Withhold Broker Non-Votes
Adam Foroughi789,659,57726,641,49139,487,638
Craig Billings787,450,42628,850,64239,487,638
Herald Chen785,822,62230,478,44639,487,638
Margaret Georgiadis751,666,49364,634,57539,487,638
Barbara Messing 781,466,24434,834,82439,487,638
Todd Morgenfeld 809,812,8566,488,21239,487,638
Victoria Valenzuela 814,003,8722,297,19639,487,638
Eduardo Vivas780,540,69535,760,37339,487,638
Maynard Webb 781,488,84934,812,21939,487,638

Proposal Two:Ratification of Appointment of Independent Registered Public Accounting Firm
The Company’s stockholders voted to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2026, with voting results as follows:

For AgainstAbstainBroker Non-Votes
853,713,5142,003,72471,4680

Proposal Three: Advisory Vote on Compensation of Named Executive Officers
The Company’s stockholders voted to approve on an advisory basis, the compensation of the Company’s named executive officers, with voting results as follows:

For AgainstAbstainBroker Non-Votes
752,959,15063,070,373271,54539,487,638





Proposal Four: Amendment to the Company’s Amended and Restated Certificate of Incorporation to Provide for Officer Exculpation as Permitted by Delaware Law    
The Company’s stockholders voted to approve an amendment to the Company’s amended and restated certificate of incorporation to provide for officer exculpation as permitted by Delaware law, with voting results as follows:

For AgainstAbstainBroker Non-Votes
735,785,83280,423,67191,56539,487,638

Proposal Five: Stockholder Proposal Regarding Disclosure of Voting Results by Class of Shares
The Company’s stockholders did not approve a stockholder proposal regarding disclosure of voting results by class of shares, with voting results as follows:

For AgainstAbstainBroker Non-Votes
119,127,022696,868,093305,95339,487,638



SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
APPLOVIN CORPORATION
Date: June 5, 2026/s/ Matthew A. Stumpf
Matthew A. Stumpf
Chief Financial Officer


Source: View Original Filing on SEC EDGAR

FAQ

What did AppLovin (APP) stockholders approve at the 2026 annual meeting?

Stockholders approved all management proposals: election of nine directors, ratification of Deloitte & Touche LLP as auditor, say-on-pay for named executive officers, and an amendment allowing certain officer exculpation under Delaware law, each with strong majority support in the vote tallies.

How did AppLovin (APP) stockholders vote on director elections in 2026?

All nine director nominees were elected. For example, Victoria Valenzuela received 814,003,872 votes for and 2,297,196 withheld, while Adam Foroughi received 789,659,577 for and 26,641,491 withheld. Each nominee also had 39,487,638 broker non-votes reported.

Was AppLovin’s 2026 say-on-pay executive compensation vote approved?

Yes. The advisory vote on compensation for named executive officers passed with 752,959,150 votes for, 63,070,373 against, and 271,545 abstentions, plus 39,487,638 broker non-votes. This indicates stockholder support for the company’s current executive pay practices.

Did AppLovin (APP) stockholders approve officer exculpation in 2026?

Yes. Stockholders approved amending the amended and restated certificate of incorporation to provide for officer exculpation as permitted by Delaware law, with 735,785,832 votes for, 80,423,671 against, 91,565 abstentions, and 39,487,638 broker non-votes recorded.

What happened to the AppLovin stockholder proposal on class-by-class vote disclosure?

The stockholder proposal seeking disclosure of voting results by class of shares did not pass. It received 119,127,022 votes for, 696,868,093 votes against, and 305,953 abstentions, with 39,487,638 broker non-votes also reported in connection with this proposal.

How many AppLovin (APP) shares were entitled to vote at the 2026 annual meeting?

As of the April 13, 2026 record date, 306,053,394 shares of Class A common stock and 30,207,521 shares of Class B common stock were outstanding. Class A shares carried one vote each, and Class B shares carried twenty votes each, totaling 910,203,814 votes.

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