Duolingo Sets 2024 Virtual Annual Meeting for June 12

Ticker: DUOL · Form: DEF 14A · Filed: Apr 25, 2024

Sentiment: neutral

Topics: proxy-statement, annual-meeting, shareholder-notice

Related Tickers: DUOL

TL;DR

Duolingo's 2024 annual meeting is June 12th, virtual only. Check your email for voting info.

AI Summary

Duolingo, Inc. is holding its 2024 annual meeting of stockholders on June 12, 2024, at 11:30 a.m. Eastern Time. The meeting will be conducted virtually via live webcast. Stockholders of record as of April 15, 2024, have received a Notice of Internet Availability of Proxy Materials, which provides instructions for accessing and voting on the Proxy Statement and Annual Report online.

Why It Matters

This filing informs shareholders about the upcoming annual meeting where key corporate decisions are made and directors are elected, impacting the company's future direction.

Risk Assessment

Risk Level: low — This is a standard annual proxy statement announcing the date and format of the shareholder meeting.

Key Players & Entities

FAQ

When is Duolingo's 2024 annual meeting of stockholders?

The 2024 annual meeting of stockholders will be held on Wednesday, June 12, 2024.

What time does the annual meeting begin?

The annual meeting will begin at 11:30 a.m., Eastern Time.

How will the annual meeting be conducted?

The annual meeting will be a completely virtual meeting, conducted via live webcast.

Who is eligible to receive proxy materials?

Stockholders of record as of the close of business on April 15, 2024, are eligible.

How can stockholders access the proxy materials?

Stockholders have received a Notice of Internet Availability of Proxy Materials with instructions on how to access the Proxy Statement and Annual Report and vote online.

Filing Stats: 4,786 words · 19 min read · ~16 pages · Grade level 12.4 · Accepted 2024-04-25 16:15:15

Filing Documents

Executive Compensation Practices

Executive Compensation Practices 33 Compensation Determination Process 33 Role of the Compensation Committee 34 Role of the Chief Executive Officer 34 Role of the Compensation Consultant 35 Use of Market Data 35 202 3 Compensation Elements & Decisions 36 Base Salary 36 Long-Term Equity Incentive Awards 37 Special Multi-Year Performance-Based Founder Awards 38 Other Compensation Practices and Policies 40 Retirement Savings and Health and Welfare Benefits 40 Perquisites and Other Personal Benefits 40 Employment Arrangements 40 Severance and Change in Control Benefits 40 Compensation Recovery Policy 41 Accounting and Tax Considerations 41 Accounting Considerations 41 Tax Considerations 41 Compensation Committee Report 41

Executive Compensation Tables

Executive Compensation Tables 42 2023 Summary Compensation Table 42 Grants of 2023 Plan-Based Awards 43 Outstanding Equity Awards at 2023 Year End 43 Option Exercises and Stock Vested 45 Nonqualified Deferred Compensation for Fiscal Year 2023 45 Potential Payments Upon Termination or Change in Control 46 Compensation Risk Assessment 48 Director Compensation 48 Non-Employee Director Compensation Policy for Fiscal Year 2023 49 EQUITY COMPENSATION PLAN INFORMATION 52 PAY VERSUS PERFORMANCE 52 Pay Versus Performance Table 53 Pay Versus Performance Total Stockholder Return Chart 55 Pay Versus Performance Net Loss Chart 56 Pay Versus Performance Bookings Chart 57 STOCK OWNERSHIP 58

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 58 Delinquent Section 16(a) Reports 61 CERTAIN TRANSACTIONS WITH RELATED PERSONS 62 Policies and Procedures on Transactions with Related Persons 62 Indemnification Agreements 62 STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS 63 HOUSEHOLDING 64 2023 ANNUAL REPORT 65 APPENDIX A 66

Forward-Looking Statements

Forward-Looking Statements This proxy statement (this "Proxy Statement") contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All statements contained in this Proxy Statement that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements regarding our business plans and strategies and our corporate responsibility and impact initiatives. Without limiting the generality of the foregoing, you can identify forward-looking statements because they contain words such as "may," "will," "shall," "should," "expects," "plans," "anticipates," "could," "intends," "target," "projects," "contemplates," "believes," "estimates," "predicts," "potential," "goal," "objective," "seeks," or "continue" or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans, or intentions. Such forward-looking statements are neither promises nor guarantees, but involve a number of known and unknown risks, uncertainties and assumptions that may cause our actual results, performance or achievements to differ materially from those expressed or implied in the forward-looking statements due to various factors, including, but not limited to the important factors more fully detailed under the caption "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as any such factors may be updated from time to time, which are accessible on the SEC's website at www.sec.gov and the Investor Relations section of the Company's website at investors.duolingo.com. All forward-looking statements spe

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