Duolingo (DUOL) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 3, 2026, with voting on director elections, auditor ratification, and executive compensation approval.

• Stockholders can vote online, by phone, or by mail, and may submit questions during the meeting.

• The company surpassed $1 billion in bookings in 2025, with 39% revenue growth and significant increases in net income and adjusted EBITDA.

• Forward-looking statements emphasize continued user growth, product expansion, and investment in AI-driven features.

Voting matters and shareholder proposals

• Stockholders will vote to elect three Class II directors for terms expiring in 2029.

• Ratification of Deloitte & Touche LLP as independent auditor for 2026 is on the agenda.

• Advisory (non-binding) vote on executive compensation (Say-on-Pay) is included.

• No other known matters are scheduled for a vote.

Board of directors and corporate governance

• The board consists of nine directors divided into three classes with staggered terms.

• Seven of nine directors are independent under Nasdaq rules.

• Four standing committees: Audit, Compensation, Nominating and Corporate Governance, and Mergers and Acquisitions.

• Board and committees met regularly in 2025, with high attendance.

• Director nominations consider integrity, experience, diversity, and business judgment.