Duolingo (NASDAQ: DUOL) investors back board, auditor and pay at 2026 meeting
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Duolingo, Inc. reported the results of its 2026 Annual Meeting of Stockholders. Common stock representing approximately 94.01% of voting power as of the April 7, 2026 record date was present or represented by proxy. Class A and Class B shares voted together as a single class.
Stockholders elected three Class II directors — Amy Bohutinsky, Bonnie Ross, and Jim Shelton — to serve until the 2029 annual meeting and until their successors are duly elected and qualified. They also ratified the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.
In addition, stockholders approved, on an advisory (non-binding) basis, the compensation of Duolingo’s named executive officers. No other matters were submitted for stockholder action at the meeting.
Positive
- None.
Negative
- None.
8-K Event Classification
Item 5.07 — Submission of Matters to a Vote of Security Holders
1 item
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.
Key Figures
Voting power represented: 94.01%
Votes for Amy Bohutinsky: 138,040,912 votes
Votes for Bonnie Ross: 148,237,642 votes
+5 more
8 metrics
Voting power represented
94.01%
Outstanding Common Stock voting power at April 7, 2026 record date
Votes for Amy Bohutinsky
138,040,912 votes
Election as Class II director at 2026 Annual Meeting
Votes for Bonnie Ross
148,237,642 votes
Election as Class II director at 2026 Annual Meeting
Votes for Jim Shelton
145,587,925 votes
Election as Class II director at 2026 Annual Meeting
Auditor ratification votes for
157,202,904 votes
Ratification of Deloitte & Touche LLP for fiscal year ending December 31, 2026
Auditor ratification votes against
237,210 votes
Ratification of Deloitte & Touche LLP for fiscal year ending December 31, 2026
Say-on-pay votes for
147,871,738 votes
Advisory approval of named executive officer compensation
Say-on-pay votes against
1,113,706 votes
Advisory approval of named executive officer compensation
Key Terms
Annual Meeting of Stockholders, Class A common stock, Class B common stock, independent registered public accounting firm, +2 more
6 terms
Annual Meeting of Stockholders financial
"held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”)."
Class A common stock financial
"Each share of Class A common stock is entitled to one vote"
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.
Class B common stock financial
"each share of Class B common stock is entitled to 20 votes"
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
independent registered public accounting firm financial
"Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
advisory (non-binding) basis financial
"Approval, on an advisory (non-binding) basis, of the compensation of the Company's named executive officers."
broker non-votes financial
"Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non-Votes"
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.
FAQ
Were all Duolingo (DUOL) director nominees elected at the 2026 Annual Meeting?
Yes, all three Class II director nominees, Amy Bohutinsky, Bonnie Ross, and Jim Shelton, were elected. They will serve until the 2029 annual meeting and until their respective successors have been duly elected and qualified.