Duolingo (DUOL) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on June 11, 2025, with voting on director elections, auditor ratification, and executive compensation approval.

• Shareholders of record as of April 15, 2025, are eligible to vote; instructions for electronic, phone, and mail voting are provided.

• The company achieved record financial results in 2024, with revenues up 41% and net income of $88.6 million.

• Forward-looking statements address business strategy, growth, and ESG initiatives, with risks detailed in the annual report.

Voting matters and shareholder proposals

• Shareholders will vote on electing three Class I directors for three-year terms, ratifying Deloitte & Touche LLP as auditor, and approving executive compensation on an advisory basis.

• No other matters are expected, but proxies may vote on additional items if properly presented.

• Shareholder proposals for the 2026 meeting must be submitted by December 26, 2025.

Board of directors and corporate governance

• The board consists of ten directors divided into three classes, with a mix of experienced leaders from technology, finance, and education.

• Eight of ten directors are independent under Nasdaq rules.

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

• The board regularly reviews its leadership structure and director independence.

• Board and committee meetings had high attendance in 2024; independent directors meet privately at least twice a year.