Duolingo, Inc. 8-K Summary: 2025 Annual Meeting Results
Business Context and Reporting Period
This Form 8-K reports the results of Duolingo, Inc.'s 2025 Annual Meeting of Stockholders held on June 11, 2025. The filing covers the voting outcomes for three proposals presented to shareholders. As of the April 15, 2025 record date, approximately 97.64% of the voting power of outstanding Common Stock was present or represented by proxy.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance and stockholder voting results.
Material Changes and Voting Results
All three proposals submitted to stockholders were approved. The specific voting results were as follows:
- Proposal 1 (Election of Directors): Three Class I directors were elected to serve until 2028.
- Bing Gordon: 143,473,040 votes FOR; 12,774,312 votes WITHHELD.
- John Lilly: 155,590,065 votes FOR; 657,287 votes WITHHELD.
- Mario Schlosser: 156,145,394 votes FOR; 101,958 votes WITHHELD.
- Proposal 2 (Ratification of Auditors): Deloitte & Touche LLP was ratified as the independent registered public accounting firm for the fiscal year ending December 31, 2025.
- Votes FOR: 159,225,252
- Votes AGAINST: 24,539
- Votes ABSTAINED: 18,180
- Proposal 3 (Executive Compensation): Advisory approval of named executive officer compensation was granted.
- Votes FOR: 154,319,307
- Votes AGAINST: 1,906,517
- Votes ABSTAINED: 21,528
Guidance, Outlook, and Risks
The filing text does not provide a clear value for guidance, outlook, management commentary, risks, contingencies, or unusual items. No other matters were submitted for stockholder action.
Key Facts for Investor Verification
- Verify the full text of the Definitive Proxy Statement (Schedule 14A) filed on April 25, 2025, for detailed background on the director nominees and executive compensation.
- Confirm the total number of outstanding shares and the specific breakdown of Class A versus Class B voting power to contextualize the vote counts.
- Review the upcoming 10-K or 10-Q filings for the actual financial performance metrics not included in this 8-K.