---
schema_version: "secwatch.filing_event.v1"
accession: "0001628280-26-041280"
form_type: "8-K"
ticker: "DUOL"
cik: "0001562088"
company_name: "Duolingo, Inc."
filed_at: "2026-06-05T20:32:17+00:00"
generated_at: "2026-06-05T20:37:08.603819+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.2
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Duolingo stockholders elect three Class II directors and approve auditor, say-on-pay at 2026 annual meeting

## Summary
- 94.01% voting power represented; all three director nominees elected: Bohutinsky, Ross, Shelton each with >90% of votes cast.
- Deloitte & Touche ratified as independent auditor for FY 2026 with 157,202,904 votes for (99.8% of votes cast).
- Advisory say-on-pay approved with 147,871,738 votes for (99.2% of votes cast, excluding broker non-votes).

## SEC filing metadata
- accession: 0001628280-26-041280
- form_type: 8-K
- ticker: DUOL
- cik: 0001562088
- company_name: Duolingo, Inc.
- filed_at: 2026-06-05T20:32:17+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.2
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1562088/000162828026041280/0001628280-26-041280-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1562088/000162828026041280/duol-20260603.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001628280-26-041280
- JSON: https://secwatch.observer/filing/0001628280-26-041280.json
- Plain text: https://secwatch.observer/filing/0001628280-26-041280.txt

## Key facts
- Shareholder Votes
  Duolingo, Inc. shareholders approved Election of three Class II directors to hold office until the company's annual meeting of stockholders to be held in 2029 and until their respective successor has been duly elected and qualified. at the 2026-06-03 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2026-06-03
  source text: Proposal 1 — Election of three Class II directors to hold office until the Company’s annual meeting of stockholders to be held in 2029 and until their respective successor has been duly elected and qualified. NOMINEE Votes FOR Votes WITHHELD Broker Non-Votes Amy Bohutinsky 138,040,912 10,993,000 8,479,853 Bonnie Ross 148,237,642 796,270 8,479,853 Jim Shelton 145,587,925 3,445,987 8,479,853
  evidence_url: https://www.sec.gov/Archives/edgar/data/1562088/000162828026041280/0001628280-26-041280-index.htm
- Shareholder Votes
  Duolingo, Inc. shareholders approved Ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026. at the 2026-06-03 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2026-06-03
  source text: Proposal 2 — Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes 157,202,904 237,210 73,651 —
  evidence_url: https://www.sec.gov/Archives/edgar/data/1562088/000162828026041280/0001628280-26-041280-index.htm
- Shareholder Votes
  Duolingo, Inc. shareholders approved Approval, on an advisory (non-binding) basis, of the compensation of the Company's named executive officers. at the 2026-06-03 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2026-06-03
  source text: Proposal 3 — Approval, on an advisory (non-binding) basis, of the compensation of the Company's named executive officers. Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes 147,871,738 1,113,706 48,468 8,479,853
  evidence_url: https://www.sec.gov/Archives/edgar/data/1562088/000162828026041280/0001628280-26-041280-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.