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Compiled from SEC Form N-PX filings and DUOLINGO INC.’s Form 8-K, filed June 18, 2024 (Item 5.07 on EDGAR). Page generated October 18, 2026.
Meeting of June 12, 2024: 5 items on DUOLINGO INC.’s Form 8-K, filed June 18, 2024: 5 without a stated outcome.
None.
Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided
Explore DUOLINGO INC. in the interactive database Compare manager voting policies
These tallies are DUOLINGO INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed June 18, 2024 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.
| Ballot item | For | Against | Abstain | Withheld | Broker non-votes | Support (of votes cast) | Reported outcome | Voting standard |
|---|---|---|---|---|---|---|---|---|
| Elect Director: Luis von Ahn, Ph.D. | 147,961,718 | -- | -- | 3,843,931 | 3,631,573 | 97% | Not verified | — |
| Elect Director: Sara Clemens | 135,716,664 | -- | -- | 16,088,985 | 3,631,573 | 89% | Not verified | — |
| Elect Director: Severin Hacker, Ph.D. | 147,578,576 | -- | -- | 4,227,073 | 3,631,573 | 97% | Not verified | — |
| 2. Ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024 | 155,403,318 | 19,619 | 14,285 | -- | -- | 99.9% | Not verified | — |
| 3. Approval, on an advisory (non-binding) basis, of the compensation of the Company's named executive officers | 151,228,852 | 519,055 | 57,742 | -- | 3,631,573 | 99.6% | Not verified | — |
Source: DUOLINGO INC., Form 8-K, filed with the SEC on June 18, 2024 — read the filing on EDGAR.
Each item below shows how the 324 asset managers that disclosed a DUOLINGO INC. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report.
Combines 9 wordings of this item as funds reported it.
97% Majority: yes · of votes cast
Description as filed by funds: Election of Class III Directors: Luis von Ahn, Ph.D.
DUOLINGO INC.’s own tally for this item (“Elect Director: Luis von Ahn, Ph.D.”): 147,961,718 for, 3,843,931 withheld, per its Form 8-K filed June 18, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 97% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 93 asset managers below reported 12,689,653 for, 139,539 withheld, 9,664 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 4,422,968 | 0 | 0 | 0 | For |
| Fidelity | 1,889,361 | 0 | 0 | 0 | For |
| BlackRock | 1,225,659 | 0 | 0 | 0 | For |
| Invesco | 541,359 | 0 | 0 | 0 | For |
| Lord Abbett | 530,612 | 0 | 0 | 0 | For |
| T. Rowe Price | 474,016 | 0 | 0 | 0 | For |
| American Century | 328,567 | 0 | 0 | 0 | For |
| Charles Schwab | 292,556 | 0 | 0 | 0 | For |
| TIAA | 290,667 | 0 | 0 | 0 | For |
| AllianceBernstein | 282,057 | 0 | 0 | 0 | For |
| Federated Hermes | 267,979 | 0 | 0 | 0 | For |
| Franklin Custodian Funds | 215,000 | 0 | 0 | 0 | For |
| AB DISCOVERY GROWTH FUND, INC. | 189,330 | 0 | 0 | 0 | For |
| Equitable | 148,619 | 0 | 0 | 0 | For |
| Legg Mason | 131,400 | 0 | 0 | 0 | For |
| Putnam | 125,250 | 0 | 0 | 0 | For |
| Principal | 106,242 | 0 | 0 | 0 | For |
| First Trust | 99,146 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 91,325 | 0 | 0 | 0 | For |
| Artisan | 89,445 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 0 | 0 | 0 | 76,876 | Withhold |
| Capitol Series Trust | 60,100 | 0 | 0 | 0 | For |
| Hartford | 55,798 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 55,194 | 0 | 0 | 0 | For |
| John Hancock | 40,559 | 0 | 8,796 | 0 | Mixed |
Showing the 25 largest of 93 asset managers. See all 93 in the interactive database.
Combines 8 wordings of this item as funds reported it.
89% Majority: yes · of votes cast
Description as filed by funds: Election of Class III Directors: Sara Clemens
DUOLINGO INC.’s own tally for this item (“Elect Director: Sara Clemens”): 135,716,664 for, 16,088,985 withheld, per its Form 8-K filed June 18, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 89% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 93 asset managers below reported 6,432,228 for, 24 against, 6,252,598 withheld, 154,006 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 4,401,768 | 0 | 0 | 21,200 | For |
| Fidelity | 1,161,519 | 0 | 0 | 727,842 | Mixed |
| BlackRock | 0 | 0 | 0 | 1,225,659 | Withhold |
| Invesco | 0 | 0 | 0 | 541,359 | Withhold |
| Lord Abbett | 0 | 0 | 0 | 530,612 | Withhold |
| T. Rowe Price | 264,330 | 0 | 0 | 209,686 | Mixed |
| American Century | 0 | 0 | 0 | 328,567 | Withhold |
| Charles Schwab | 0 | 0 | 0 | 292,556 | Withhold |
| TIAA | 0 | 0 | 0 | 290,667 | Withhold |
| AllianceBernstein | 0 | 0 | 0 | 282,057 | Withhold |
| Federated Hermes | 0 | 0 | 0 | 267,979 | Withhold |
| Franklin Custodian Funds | 0 | 0 | 0 | 215,000 | Withhold |
| AB DISCOVERY GROWTH FUND, INC. | 0 | 0 | 0 | 189,330 | Withhold |
| Equitable | 0 | 0 | 0 | 148,619 | Withhold |
| Legg Mason | 129,100 | 0 | 0 | 2,300 | For |
| Putnam | 125,250 | 0 | 0 | 0 | For |
| Principal | 0 | 0 | 0 | 106,242 | Withhold |
| First Trust | 0 | 0 | 0 | 99,146 | Withhold |
| Bridge Builder Trust | 0 | 0 | 91,325 | 0 | Abstain |
| Artisan | 0 | 0 | 0 | 89,445 | Withhold |
| Columbia Threadneedle | 76,876 | 0 | 0 | 0 | For |
| Capitol Series Trust | 0 | 0 | 0 | 60,100 | Withhold |
| Hartford | 0 | 0 | 0 | 55,798 | Withhold |
| QUANTITATIVE MASTER SERIES LLC | 0 | 0 | 0 | 55,194 | Withhold |
| John Hancock | 11,900 | 0 | 37,455 | 0 | Mixed |
Showing the 25 largest of 93 asset managers. See all 93 in the interactive database.
Combines 9 wordings of this item as funds reported it.
97% Majority: yes · of votes cast
Description as filed by funds: Election of Class III Directors: Severin Hacker, Ph.D.
DUOLINGO INC.’s own tally for this item (“Elect Director: Severin Hacker, Ph.D.”): 147,578,576 for, 4,227,073 withheld, per its Form 8-K filed June 18, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 97% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 93 asset managers below reported 12,669,090 for, 160,102 withheld, 9,664 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 4,422,968 | 0 | 0 | 0 | For |
| Fidelity | 1,889,361 | 0 | 0 | 0 | For |
| BlackRock | 1,225,659 | 0 | 0 | 0 | For |
| Invesco | 541,359 | 0 | 0 | 0 | For |
| Lord Abbett | 530,612 | 0 | 0 | 0 | For |
| T. Rowe Price | 474,016 | 0 | 0 | 0 | For |
| American Century | 328,567 | 0 | 0 | 0 | For |
| Charles Schwab | 292,556 | 0 | 0 | 0 | For |
| TIAA | 290,667 | 0 | 0 | 0 | For |
| AllianceBernstein | 282,057 | 0 | 0 | 0 | For |
| Federated Hermes | 267,979 | 0 | 0 | 0 | For |
| Franklin Custodian Funds | 215,000 | 0 | 0 | 0 | For |
| AB DISCOVERY GROWTH FUND, INC. | 189,330 | 0 | 0 | 0 | For |
| Equitable | 148,619 | 0 | 0 | 0 | For |
| Legg Mason | 131,400 | 0 | 0 | 0 | For |
| Putnam | 125,250 | 0 | 0 | 0 | For |
| Principal | 106,242 | 0 | 0 | 0 | For |
| First Trust | 99,146 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 91,325 | 0 | 0 | 0 | For |
| Artisan | 89,445 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 0 | 0 | 0 | 76,876 | Withhold |
| Capitol Series Trust | 60,100 | 0 | 0 | 0 | For |
| Hartford | 55,798 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 55,194 | 0 | 0 | 0 | For |
| John Hancock | 40,559 | 0 | 8,796 | 0 | Mixed |
Showing the 25 largest of 93 asset managers. See all 93 in the interactive database.
Combines 15 wordings of this item as funds reported it.
99.6% Majority: yes · of votes cast
Description as filed by funds: To approve, on an advisory (non- binding) basis, the compensation of the Company's named executive officers.
DUOLINGO INC.’s own tally for this item (“3. Approval, on an advisory (non-binding) basis, of the compensation of the Company's named executive officers”): 151,228,852 for, 519,055 against, per its Form 8-K filed June 18, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.6% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 4,422,968 | 0 | 0 | 0 | For |
| Fidelity | 1,889,361 | 0 | 0 | 0 | For |
| BlackRock | 1,225,659 | 0 | 0 | 0 | For |
| Invesco | 541,359 | 0 | 0 | 0 | For |
| Lord Abbett | 530,612 | 0 | 0 | 0 | For |
| T. Rowe Price | 474,016 | 0 | 0 | 0 | For |
| American Century | 222,618 | 105,949 | 0 | 0 | Mixed |
| Charles Schwab | 292,556 | 0 | 0 | 0 | For |
| TIAA | 290,667 | 0 | 0 | 0 | For |
| AllianceBernstein | 282,057 | 0 | 0 | 0 | For |
| Federated Hermes | 267,979 | 0 | 0 | 0 | For |
| Artisan | 227,489 | 0 | 0 | 0 | For |
| Franklin Custodian Funds | 215,000 | 0 | 0 | 0 | For |
| AB DISCOVERY GROWTH FUND, INC. | 189,330 | 0 | 0 | 0 | For |
| Equitable | 148,619 | 0 | 0 | 0 | For |
| Legg Mason | 131,400 | 0 | 0 | 0 | For |
| Putnam | 125,250 | 0 | 0 | 0 | For |
| Principal | 106,242 | 0 | 0 | 0 | For |
| First Trust | 99,146 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 91,325 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 76,876 | 0 | 0 | 0 | For |
| Capitol Series Trust | 60,100 | 0 | 0 | 0 | For |
| Hartford | 55,798 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 55,194 | 0 | 0 | 0 | For |
| John Hancock | 49,355 | 0 | 0 | 0 | For |
Fund voting reports, all 94 managers: 12,848,726 for, 119,973 against, 9,041 abstained. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Durable Capital Partners LP | 3,105,148 | 0 | 0 | 0 | For |
| Fidelity | 1,426,154 | 0 | 0 | 0 | For |
| BAILLIE GIFFORD & CO LTD | 1,333,729 | 0 | 0 | 0 | For |
| BAILLIE GIFFORD OVERSEAS LTD | 1,294,298 | 0 | 0 | 0 | For |
| Man Group plc | 1,167,890 | 0 | 0 | 0 | For |
| Whale Rock Capital Management LLC | 1,105,960 | 0 | 0 | 0 | For |
| BlackRock | 1,057,749 | 3,330 | 0 | 0 | For |
| AllianceBernstein | 818,801 | 0 | 0 | 0 | For |
| GEODE CAPITAL MANAGEMENT, LLC | 742,053 | 0 | 0 | 0 | For |
| Foxhaven Asset Management, LP | 721,746 | 0 | 0 | 0 | For |
| T. Rowe Price | 675,484 | 0 | 0 | 0 | For |
| Invesco | 626,493 | 0 | 0 | 0 | For |
| Two Sigma | 610,209 | 0 | 0 | 0 | For |
| State Street | 604,749 | 25 | 0 | 0 | For |
| LORD, ABBETT & CO. LLC | 566,456 | 0 | 0 | 0 | For |
| Bridgewater | 556,570 | 0 | 0 | 0 | For |
| AGF MANAGEMENT LTD | 360,678 | 0 | 0 | 0 | For |
| American Century | 210,463 | 123,801 | 0 | 0 | Mixed |
| Charles Schwab | 302,651 | 0 | 0 | 0 | For |
| Nuveen | 292,641 | 0 | 0 | 0 | For |
| Federated Hermes | 269,028 | 0 | 0 | 0 | For |
| Northern Trust | 257,397 | 0 | 0 | 0 | For |
| Wellington | 241,555 | 0 | 0 | 0 | For |
| FRANKLIN ADVISERS INC | 230,800 | 0 | 0 | 0 | For |
| MARSHALL WACE, LLP | 218,096 | 0 | 0 | 0 | For |
Institutional-manager reports, all 257 managers: 22,159,300 for, 313,735 against, 153 not voted, 25 unknown. Showing the 25 largest; see all in the interactive database.
Combines 5 wordings of this item as funds reported it.
99.9% Majority: yes · of votes cast
Description as filed by funds: TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2024.
DUOLINGO INC.’s own tally for this item (“2. Ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024”): 155,403,318 for, 19,619 against, per its Form 8-K filed June 18, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.9% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 95 asset managers below reported 12,821,636 for, 9,043 against, 9,041 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 4,422,968 | 0 | 0 | 0 | For |
| Fidelity | 1,889,361 | 0 | 0 | 0 | For |
| BlackRock | 1,225,659 | 0 | 0 | 0 | For |
| Invesco | 541,359 | 0 | 0 | 0 | For |
| Lord Abbett | 530,612 | 0 | 0 | 0 | For |
| T. Rowe Price | 474,016 | 0 | 0 | 0 | For |
| American Century | 328,567 | 0 | 0 | 0 | For |
| Charles Schwab | 292,556 | 0 | 0 | 0 | For |
| TIAA | 290,667 | 0 | 0 | 0 | For |
| AllianceBernstein | 282,057 | 0 | 0 | 0 | For |
| Federated Hermes | 267,979 | 0 | 0 | 0 | For |
| Franklin Custodian Funds | 215,000 | 0 | 0 | 0 | For |
| AB DISCOVERY GROWTH FUND, INC. | 189,330 | 0 | 0 | 0 | For |
| Equitable | 148,619 | 0 | 0 | 0 | For |
| Legg Mason | 131,400 | 0 | 0 | 0 | For |
| Putnam | 125,250 | 0 | 0 | 0 | For |
| Principal | 106,242 | 0 | 0 | 0 | For |
| First Trust | 99,146 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 91,325 | 0 | 0 | 0 | For |
| Artisan | 89,445 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 76,876 | 0 | 0 | 0 | For |
| Capitol Series Trust | 60,100 | 0 | 0 | 0 | For |
| Hartford | 55,798 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 55,194 | 0 | 0 | 0 | For |
| John Hancock | 49,355 | 0 | 0 | 0 | For |
Showing the 25 largest of 95 asset managers. See all 95 in the interactive database.
Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 40,618,000 shares outstanding at the time of that meeting.
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Vanguard | 10.89% |
| 2 | Fidelity | 4.65% |
| 3 | BlackRock | 3.02% |
| 4 | Invesco | 1.33% |
| 5 | Lord Abbett | 1.31% |
| 6 | T. Rowe Price | 1.17% |
| 7 | American Century | 0.81% |
| 8 | Charles Schwab | 0.72% |
| 9 | TIAA | 0.72% |
| 10 | AllianceBernstein | 0.69% |
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Durable Capital Partners LP | 7.64% |
| 2 | Fidelity | 3.51% |
| 3 | BAILLIE GIFFORD & CO LTD | 3.28% |
| 4 | BAILLIE GIFFORD OVERSEAS LTD | 3.19% |
| 5 | Man Group plc | 2.88% |
| 6 | Whale Rock Capital Management LLC | 2.72% |
| 7 | BlackRock | 2.61% |
| 8 | AllianceBernstein | 2.02% |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.83% |
| 10 | Foxhaven Asset Management, LP | 1.78% |
As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.
| Holder | % outstanding | Disclosure |
|---|---|---|
| BlackRock | 10.31% | 13F |
| Vanguard Group | 8.97% | 13F |
| Baillie Gifford & Co | 8.85% | DEF14A |
| Luis von Ahn | 8.73% | DEF14A |
| Durable Capital Partners | 7.87% | DEF14A |
| FMR (Fidelity) | 7.83% | 13F |
| Geode Capital | 1.83% | 13F |
| State Street | 1.70% | 13F |
| Invesco | 1.40% | 13F |
| D.E. Shaw | 1.21% | 13F |
Percentages above are of 40,618,000 shares outstanding, as reported by DUOLINGO INC. on its Form 10-Q dated March 31, 2023 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.
Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from DUOLINGO INC.’s 10-Q dated March 31, 2023. This page is a static snapshot rebuilt weekly on October 18, 2026; a live search always shows the current data.
At DUOLINGO INC.'s shareholder meeting held June 12, 2024, in the 2023-2024 proxy season, 324 asset managers reported how they voted on 5 ballot items in their SEC Form N-PX filings, covering 2,149 separate fund positions. On the most widely held item on that ballot — To approve, on an advisory (non- binding) basis, the compensation of the Company's named… — FOR was 99.6% of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side), which is more than half. Whether the item was approved is for the filing to say; that statement has not been read for this item. Source: DUOLINGO INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on June 18, 2024.
DUOLINGO INC. proxy season coverage: 2023-2024 (this page) · 2024-2025 · 2025-2026.
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