Duolingo, Inc. 8-K Summary: 2026 Annual Meeting Results
Business Context and Reporting Period
This Form 8-K reports the results of Duolingo, Inc.'s 2026 Annual Meeting of Stockholders held on June 3, 2026. The filing covers the voting outcomes for three proposals presented to shareholders. As of the April 7, 2026 record date, approximately 94.01% of the Company's outstanding Common Stock voting power was represented at the meeting.
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 II directors were elected to serve until the 2029 annual meeting.
- Amy Bohutinsky: 138,040,912 votes FOR; 10,993,000 votes WITHHELD.
- Bonnie Ross: 148,237,642 votes FOR; 796,270 votes WITHHELD.
- Jim Shelton: 145,587,925 votes FOR; 3,445,987 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, 2026.
- Results: 157,202,904 votes FOR; 237,210 votes AGAINST; 73,651 votes ABSTAINED.
- Proposal 3 (Executive Compensation): Advisory approval of named executive officer compensation was granted.
- Results: 147,871,738 votes FOR; 1,113,706 votes AGAINST; 48,468 votes ABSTAINED.
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 biographical details and potential conflicts of interest for the newly elected directors (Bohutinsky, Ross, Shelton) in the Definitive Proxy Statement filed on April 17, 2026.
- Confirm the specific audit scope and any non-audit fees paid to Deloitte & Touche LLP for the 2026 fiscal year.
- Review the detailed executive compensation tables in the Proxy Statement to understand the specific pay packages approved under Proposal 3.
- Note the significant voting power disparity between Class A (1 vote) and Class B (20 votes) shares, which influences the outcome of governance votes.