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Compiled from SEC Form N-PX filings and DUOLINGO INC.’s Form 8-K, filed June 13, 2025 (Item 5.07 on EDGAR). Page generated October 18, 2026.
Meeting of June 11, 2025: 5 items on DUOLINGO INC.’s Form 8-K, filed June 13, 2025: 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 13, 2025 (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: Bing Gordon | 143,473,040 | -- | -- | 12,774,312 | 3,020,619 | 92% | Not verified | — |
| Elect Director: John Lilly | 155,590,065 | -- | -- | 657,287 | 3,020,619 | 99.5% | Not verified | — |
| Elect Director: Mario Schlosser | 156,145,394 | -- | -- | 101,958 | 3,020,619 | 99.9% | Not verified | — |
| 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, 2025 | 159,225,252 | 24,539 | 18,180 | -- | -- | 99.9% | Not verified | — |
| 3. Approval, on an advisory (non-binding) basis, of the compensation of the Company's named executive officers | 154,319,307 | 1,906,517 | 21,528 | -- | 3,020,619 | 99% | Not verified | — |
Source: DUOLINGO INC., Form 8-K, filed with the SEC on June 13, 2025 — read the filing on EDGAR.
Each item below shows how the 456 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.
92% Majority: yes · of votes cast
Description as filed by funds: Election of Class I Directors: Bing Gordon
DUOLINGO INC.’s own tally for this item (“Elect Director: Bing Gordon”): 143,473,040 for, 12,774,312 withheld, per its Form 8-K filed June 13, 2025 (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: 92% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 118 asset managers below reported 11,084,687 for, 3,943,508 withheld, 2,589,210 abstained, 20 not voted.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 4,437,089 | 0 | 1 | 398 | For |
| Fidelity | 2,775,925 | 0 | 0 | 651,432 | Mixed |
| BlackRock | 0 | 0 | 2,289,484 | 0 | Abstain |
| Capital Group | 1,255,912 | 0 | 0 | 0 | For |
| T. Rowe Price | 612,249 | 0 | 0 | 572,856 | Mixed |
| Invesco | 1,132,653 | 0 | 0 | 0 | For |
| American Century | 0 | 0 | 0 | 346,168 | Withhold |
| Charles Schwab | 125 | 0 | 0 | 345,264 | Withhold |
| State Street | 516 | 0 | 0 | 256,659 | Withhold |
| Jackson National | 87,934 | 0 | 143,451 | 0 | Mixed |
| Federated Hermes | 0 | 0 | 0 | 231,207 | Withhold |
| Franklin Custodian Funds | 0 | 0 | 0 | 200,000 | Withhold |
| Capitol Series Trust | 0 | 0 | 0 | 138,490 | Withhold |
| AB DISCOVERY GROWTH FUND, INC. | 0 | 0 | 0 | 130,356 | Withhold |
| TIAA | 0 | 0 | 0 | 123,650 | Withhold |
| Equitable | 16,300 | 0 | 0 | 103,596 | Mixed |
| Putnam | 109,745 | 0 | 0 | 0 | For |
| BNY Mellon | 78,918 | 0 | 0 | 23,277 | Mixed |
| Lord Abbett | 95,870 | 0 | 0 | 0 | For |
| Pacer Funds Trust | 92,324 | 0 | 0 | 0 | For |
| First Trust | 0 | 0 | 0 | 88,919 | Withhold |
| Columbia Threadneedle | 83,294 | 0 | 0 | 0 | For |
| Legg Mason | 74,400 | 0 | 0 | 0 | For |
| BARON INVESTMENT FUNDS TRUST (f/k/a BARON ASSET FUND) | 0 | 0 | 0 | 72,700 | Withhold |
| MassMutual | 16,067 | 0 | 0 | 49,721 | Mixed |
Showing the 25 largest of 118 asset managers. See all 118 in the interactive database.
Combines 9 wordings of this item as funds reported it.
99.5% Majority: yes · of votes cast
Description as filed by funds: Election of Class I Directors: John Lilly
DUOLINGO INC.’s own tally for this item (“Elect Director: John Lilly”): 155,590,065 for, 657,287 withheld, per its Form 8-K filed June 13, 2025 (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: 99.5% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 118 asset managers below reported 17,336,381 for, 267,372 withheld, 13,651 abstained, 20 not voted.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 4,437,488 | 0 | 0 | 0 | For |
| Fidelity | 3,427,357 | 0 | 0 | 0 | For |
| BlackRock | 2,289,484 | 0 | 0 | 0 | For |
| Capital Group | 1,255,912 | 0 | 0 | 0 | For |
| T. Rowe Price | 1,185,105 | 0 | 0 | 0 | For |
| Invesco | 1,132,653 | 0 | 0 | 0 | For |
| American Century | 346,168 | 0 | 0 | 0 | For |
| Charles Schwab | 345,389 | 0 | 0 | 0 | For |
| State Street | 257,175 | 0 | 0 | 0 | For |
| Jackson National | 230,708 | 0 | 677 | 0 | For |
| Federated Hermes | 231,207 | 0 | 0 | 0 | For |
| Franklin Custodian Funds | 200,000 | 0 | 0 | 0 | For |
| Capitol Series Trust | 138,490 | 0 | 0 | 0 | For |
| AB DISCOVERY GROWTH FUND, INC. | 0 | 0 | 0 | 130,356 | Withhold |
| TIAA | 123,650 | 0 | 0 | 0 | For |
| Equitable | 30,775 | 0 | 0 | 89,121 | Mixed |
| Putnam | 109,745 | 0 | 0 | 0 | For |
| BNY Mellon | 102,195 | 0 | 0 | 0 | For |
| Lord Abbett | 95,870 | 0 | 0 | 0 | For |
| Pacer Funds Trust | 92,324 | 0 | 0 | 0 | For |
| First Trust | 88,919 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 83,294 | 0 | 0 | 0 | For |
| Legg Mason | 74,400 | 0 | 0 | 0 | For |
| BARON INVESTMENT FUNDS TRUST (f/k/a BARON ASSET FUND) | 72,700 | 0 | 0 | 0 | For |
| MassMutual | 65,788 | 0 | 0 | 0 | For |
Showing the 25 largest of 118 asset managers. See all 118 in the interactive database.
Combines 9 wordings of this item as funds reported it.
99.9% Majority: yes · of votes cast
Description as filed by funds: Election of Class I Directors: Mario Schlosser
DUOLINGO INC.’s own tally for this item (“Elect Director: Mario Schlosser”): 156,145,394 for, 101,958 withheld, per its Form 8-K filed June 13, 2025 (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 + WITHHELD); abstentions and broker non-votes are excluded.
The 118 asset managers below reported 17,608,233 for, 8,969 withheld, 202 abstained, 20 not voted.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 4,437,488 | 0 | 0 | 0 | For |
| Fidelity | 3,427,357 | 0 | 0 | 0 | For |
| BlackRock | 2,289,484 | 0 | 0 | 0 | For |
| Capital Group | 1,255,912 | 0 | 0 | 0 | For |
| T. Rowe Price | 1,185,105 | 0 | 0 | 0 | For |
| Invesco | 1,132,653 | 0 | 0 | 0 | For |
| American Century | 346,168 | 0 | 0 | 0 | For |
| Charles Schwab | 345,389 | 0 | 0 | 0 | For |
| State Street | 257,175 | 0 | 0 | 0 | For |
| Jackson National | 231,385 | 0 | 0 | 0 | For |
| Federated Hermes | 231,207 | 0 | 0 | 0 | For |
| Franklin Custodian Funds | 200,000 | 0 | 0 | 0 | For |
| Capitol Series Trust | 138,490 | 0 | 0 | 0 | For |
| AB DISCOVERY GROWTH FUND, INC. | 130,356 | 0 | 0 | 0 | For |
| TIAA | 123,650 | 0 | 0 | 0 | For |
| Equitable | 119,896 | 0 | 0 | 0 | For |
| Putnam | 109,745 | 0 | 0 | 0 | For |
| BNY Mellon | 102,195 | 0 | 0 | 0 | For |
| Lord Abbett | 95,870 | 0 | 0 | 0 | For |
| Pacer Funds Trust | 92,324 | 0 | 0 | 0 | For |
| First Trust | 88,919 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 83,294 | 0 | 0 | 0 | For |
| Legg Mason | 74,400 | 0 | 0 | 0 | For |
| BARON INVESTMENT FUNDS TRUST (f/k/a BARON ASSET FUND) | 72,700 | 0 | 0 | 0 | For |
| MassMutual | 65,788 | 0 | 0 | 0 | For |
Showing the 25 largest of 118 asset managers. See all 118 in the interactive database.
Combines 19 wordings of this item as funds reported it.
99% 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”): 154,319,307 for, 1,906,517 against, per its Form 8-K filed June 13, 2025 (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% 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 | 4,437,090 | 398 | 0 | 0 | For |
| Fidelity | 3,427,357 | 0 | 0 | 0 | For |
| BlackRock | 2,289,484 | 0 | 0 | 0 | For |
| Capital Group | 0 | 1,255,912 | 0 | 0 | Against |
| T. Rowe Price | 1,185,105 | 0 | 0 | 0 | For |
| Invesco | 1,132,653 | 0 | 0 | 0 | For |
| American Century | 346,168 | 0 | 0 | 0 | For |
| Charles Schwab | 345,389 | 0 | 0 | 0 | For |
| State Street | 257,076 | 99 | 0 | 0 | For |
| Jackson National | 231,385 | 0 | 0 | 0 | For |
| Federated Hermes | 231,207 | 0 | 0 | 0 | For |
| Franklin Custodian Funds | 200,000 | 0 | 0 | 0 | For |
| Capitol Series Trust | 138,490 | 0 | 0 | 0 | For |
| AB DISCOVERY GROWTH FUND, INC. | 130,356 | 0 | 0 | 0 | For |
| TIAA | 123,650 | 0 | 0 | 0 | For |
| Equitable | 119,896 | 0 | 0 | 0 | For |
| Putnam | 109,745 | 0 | 0 | 0 | For |
| BNY Mellon | 102,195 | 0 | 0 | 0 | For |
| Lord Abbett | 95,870 | 0 | 0 | 0 | For |
| Pacer Funds Trust | 92,324 | 0 | 0 | 0 | For |
| First Trust | 88,919 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 83,294 | 0 | 0 | 0 | For |
| Legg Mason | 74,400 | 0 | 0 | 0 | For |
| BARON INVESTMENT FUNDS TRUST (f/k/a BARON ASSET FUND) | 72,700 | 0 | 0 | 0 | For |
| MassMutual | 65,788 | 0 | 0 | 0 | For |
Fund voting reports, all 119 managers: 16,314,445 for, 1,294,411 against, 9,044 abstained, 20 not voted. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Fidelity | 3,483,283 | 0 | 0 | 0 | For |
| T. Rowe Price | 2,086,300 | 0 | 0 | 0 | For |
| Durable Capital Partners LP | 1,676,115 | 0 | 0 | 0 | For |
| Capital Group | 251 | 1,369,934 | 0 | 0 | Against |
| Invesco | 1,269,855 | 0 | 0 | 0 | For |
| Dragoneer Investment Group, LLC | 1,255,861 | 0 | 0 | 0 | For |
| BlackRock | 1,202,272 | 8,571 | 0 | 0 | For |
| State Street | 1,050,944 | 108 | 0 | 0 | For |
| BAILLIE GIFFORD OVERSEAS LTD | 1,034,409 | 0 | 0 | 0 | For |
| BAILLIE GIFFORD & CO LTD | 928,358 | 0 | 0 | 0 | For |
| GEODE CAPITAL MANAGEMENT, LLC | 737,028 | 0 | 0 | 0 | For |
| Whale Rock Capital Management LLC | 647,547 | 0 | 0 | 0 | For |
| Foxhaven Asset Management, LP | 448,773 | 0 | 0 | 0 | For |
| American Century | 381,060 | 0 | 0 | 0 | For |
| Charles Schwab | 347,811 | 0 | 0 | 0 | For |
| AllianceBernstein | 260,436 | 0 | 0 | 0 | For |
| MELLON INVESTMENTS Corp | 253,982 | 0 | 0 | 0 | For |
| Federated Hermes | 251,142 | 919 | 0 | 0 | For |
| Northern Trust | 250,698 | 91 | 0 | 0 | For |
| FRANKLIN ADVISERS INC | 213,202 | 0 | 0 | 0 | For |
| FULLER & THALER ASSET MANAGEMENT, INC. | 207,189 | 0 | 0 | 0 | For |
| Artisan | 171,331 | 0 | 0 | 0 | For |
| Renaissance | 153,037 | 0 | 0 | 0 | For |
| AGF MANAGEMENT LTD | 151,753 | 0 | 0 | 0 | For |
| Putnam | 144,811 | 0 | 0 | 0 | For |
Institutional-manager reports, all 369 managers: 21,841,898 for, 1,705,406 against, 5,945 abstained, 4,765 not voted. Showing the 25 largest; see all in the interactive database.
Combines 6 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, 2025.
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 fiscal year ending December 31, 2025”): 159,225,252 for, 24,539 against, per its Form 8-K filed June 13, 2025 (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 121 asset managers below reported 17,605,358 for, 3,600 against, 8,969 abstained, 20 not voted.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 4,437,488 | 0 | 0 | 0 | For |
| Fidelity | 3,427,357 | 0 | 0 | 0 | For |
| BlackRock | 2,289,484 | 0 | 0 | 0 | For |
| Capital Group | 1,255,912 | 0 | 0 | 0 | For |
| T. Rowe Price | 1,185,105 | 0 | 0 | 0 | For |
| Invesco | 1,132,653 | 0 | 0 | 0 | For |
| American Century | 346,168 | 0 | 0 | 0 | For |
| Charles Schwab | 345,389 | 0 | 0 | 0 | For |
| State Street | 257,175 | 0 | 0 | 0 | For |
| Jackson National | 231,385 | 0 | 0 | 0 | For |
| Federated Hermes | 231,207 | 0 | 0 | 0 | For |
| Franklin Custodian Funds | 200,000 | 0 | 0 | 0 | For |
| Capitol Series Trust | 138,490 | 0 | 0 | 0 | For |
| AB DISCOVERY GROWTH FUND, INC. | 130,356 | 0 | 0 | 0 | For |
| TIAA | 123,650 | 0 | 0 | 0 | For |
| Equitable | 119,896 | 0 | 0 | 0 | For |
| Putnam | 109,745 | 0 | 0 | 0 | For |
| BNY Mellon | 102,195 | 0 | 0 | 0 | For |
| Lord Abbett | 95,870 | 0 | 0 | 0 | For |
| Pacer Funds Trust | 92,324 | 0 | 0 | 0 | For |
| First Trust | 88,919 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 83,294 | 0 | 0 | 0 | For |
| Legg Mason | 74,400 | 0 | 0 | 0 | For |
| BARON INVESTMENT FUNDS TRUST (f/k/a BARON ASSET FUND) | 72,700 | 0 | 0 | 0 | For |
| MassMutual | 65,788 | 0 | 0 | 0 | For |
Showing the 25 largest of 121 asset managers. See all 121 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.
| # | Asset manager | Shares voted |
|---|---|---|
| 1 | Vanguard | 4,437,488 |
| 2 | Fidelity | 3,427,357 |
| 3 | BlackRock | 2,289,484 |
| 4 | Capital Group | 1,255,912 |
| 5 | T. Rowe Price | 1,185,105 |
| 6 | Invesco | 1,132,653 |
| 7 | American Century | 346,168 |
| 8 | Charles Schwab | 345,409 |
| 9 | State Street | 257,175 |
| 10 | Jackson National | 231,385 |
| # | Asset manager | Shares voted |
|---|---|---|
| 1 | Fidelity | 3,483,283 |
| 2 | T. Rowe Price | 2,086,300 |
| 3 | Durable Capital Partners LP | 1,676,115 |
| 4 | Capital Group | 1,370,185 |
| 5 | Invesco | 1,269,855 |
| 6 | Dragoneer Investment Group, LLC | 1,255,861 |
| 7 | BlackRock | 1,210,843 |
| 8 | State Street | 1,051,052 |
| 9 | BAILLIE GIFFORD OVERSEAS LTD | 1,034,409 |
| 10 | BAILLIE GIFFORD & CO LTD | 928,358 |
Shown as share counts, not percentages: no shares-outstanding figure has been matched to DUOLINGO INC. for the 2024-2025 season, so there is no denominator to divide by.
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. 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 11, 2025, in the 2024-2025 proxy season, 456 asset managers reported how they voted on 5 ballot items in their SEC Form N-PX filings, covering 2,991 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% 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 13, 2025.
DUOLINGO INC. proxy season coverage: 2023-2024 · 2024-2025 (this page) · 2025-2026.
Download data (CSV): ballot items · votes by manager · column guide.