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Duolingo, Inc. 2025-2026 Proxy Voting Records

Compiled from SEC Form N-PX filings and Duolingo, Inc.’s Form 8-K, filed June 5, 2026 (Item 5.07 on EDGAR). Page generated October 14, 2026.

5Ballot items
406Asset managers
2,248Fund votes
June 3, 2026Meeting date

Results at a glance

Meeting of June 3, 2026: 5 items on Duolingo, Inc.’s Form 8-K, filed June 5, 2026: 5 without a stated outcome.

Material dissent

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

Proxy season: 2023-2024 2024-2025 2025-2026

Explore Duolingo, Inc. in the interactive database Compare manager voting policies

Official 2025-2026 meeting results reported by Duolingo, Inc.

These tallies are Duolingo, Inc.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed June 5, 2026 (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.

Duolingo, Inc. — official shareholder meeting results, meeting held June 3, 2026
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Support (of votes cast)	Reported outcome	Voting standard
Elect Director: Amy Bohutinsky	138,040,912	--	--	10,993,000	8,479,853	93%	Not verified	—
Elect Director: Bonnie Ross	148,237,642	--	--	796,270	8,479,853	99.4%	Not verified	—
Elect Director: Jim Shelton	145,587,925	--	--	3,445,987	8,479,853	98%	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, 2026	157,202,904	237,210	73,651	--	--	99.8%	Not verified	—
3. Approval, on an advisory (non-binding) basis, of the compensation of the Company's named executive officers	147,871,738	1,113,706	48,468	--	8,479,853	99.2%	Not verified	—

Source: Duolingo, Inc., Form 8-K, filed with the SEC on June 5, 2026 — read the filing on EDGAR.

How asset managers voted at the Duolingo, Inc. 2025-2026 meeting

Each item below shows how the 406 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.

1. Elect Director: Amy Bohutinsky

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 9 wordings of this item as funds reported it.

93% Majority: yes · of votes cast

FOR 93%

FOR: 138,040,912WITHHELD: 10,993,000

Details: description as filed, official tally, votes by 85 asset managers

Description as filed by funds: Election of Class II Directors: Amy Bohutinsky

Duolingo, Inc.’s own tally for this item (“Elect Director: Amy Bohutinsky”): 138,040,912 for, 10,993,000 withheld, per its Form 8-K filed June 5, 2026 (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: 93% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 85 asset managers below reported 6,133,832 for, 2,982,870 withheld, 1,543,123 abstained, 40 not voted.

FORABSTAINWITHHOLD

FOR: 6,133,832ABSTAIN: 1,543,123WITHHOLD: 2,982,870NOT VOTED: 40

Largest asset managers voting on “Election of Class II Directors: Amy Bohutinsky” at Duolingo, Inc., 2025-2026
Asset manager	For	Abstain	Withheld	Vote
Vanguard	4,232,290	28	1,975	For
Fidelity	970,635	0	683,320	Mixed
BlackRock	0	1,389,252	0	Abstain
Federated Hermes	0	0	976,323	Withhold
Invesco	0	0	315,824	Withhold
Charles Schwab	303,642	0	95	For
Pacer Funds Trust	236,523	0	0	For
State Street	212,466	0	230	For
Capital Group	0	0	149,640	Withhold
American Century	0	0	122,849	Withhold
First Trust	0	0	98,806	Withhold
Pacific Life	0	0	91,130	Withhold
TIAA	0	0	70,383	Withhold
Equitable	0	0	66,697	Withhold
Jackson National	0	64,566	0	Abstain
JPMorgan	43,355	0	0	For
AIG/SunAmerica	0	0	37,580	Withhold
BAILLIE GIFFORD FUNDS	32,248	0	0	For
Nationwide	0	0	31,932	Withhold
Columbia Threadneedle	29,033	0	0	For
Northern Trust	0	0	26,748	Withhold
Brown Capital Management Mutual Funds	0	0	25,663	Withhold
MASTER INVESTMENT PORTFOLIO	0	25,196	0	Abstain
Lincoln Financial	12,181	0	10,383	Mixed
BNY Mellon	0	0	21,471	Withhold

Showing the 25 largest of 85 asset managers. See all 85 in the interactive database.

2. Elect Director: Bonnie Ross

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 9 wordings of this item as funds reported it.

99.4% Majority: yes · of votes cast

FOR 99.4%

FOR: 148,237,642WITHHELD: 796,270

Details: description as filed, official tally, votes by 85 asset managers

Description as filed by funds: Election of Class II Directors: Bonnie Ross

Duolingo, Inc.’s own tally for this item (“Elect Director: Bonnie Ross”): 148,237,642 for, 796,270 withheld, per its Form 8-K filed June 5, 2026 (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: 99.4% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 85 asset managers below reported 10,574,875 for, 80,914 withheld, 4,037 abstained, 40 not voted.

FOR

FOR: 10,574,875ABSTAIN: 4,037WITHHOLD: 80,914NOT VOTED: 40

Largest asset managers voting on “Election of Class II Directors: Bonnie Ross” at Duolingo, Inc., 2025-2026
Asset manager	For	Abstain	Withheld	Vote
Vanguard	4,234,290	2	0	For
Fidelity	1,653,955	0	0	For
BlackRock	1,389,252	0	0	For
Federated Hermes	976,323	0	0	For
Invesco	315,824	0	0	For
Charles Schwab	303,737	0	0	For
Pacer Funds Trust	236,523	0	0	For
State Street	212,696	0	0	For
Capital Group	149,640	0	0	For
American Century	122,849	0	0	For
First Trust	98,806	0	0	For
Pacific Life	91,130	0	0	For
TIAA	70,383	0	0	For
Equitable	23,735	0	42,962	Mixed
Jackson National	61,041	3,525	0	Mixed
JPMorgan	43,355	0	0	For
AIG/SunAmerica	37,580	0	0	For
BAILLIE GIFFORD FUNDS	32,248	0	0	For
Nationwide	31,932	0	0	For
Columbia Threadneedle	29,033	0	0	For
Northern Trust	26,748	0	0	For
Brown Capital Management Mutual Funds	25,663	0	0	For
MASTER INVESTMENT PORTFOLIO	25,196	0	0	For
Lincoln Financial	21,471	0	1,093	For
BNY Mellon	21,471	0	0	For

Showing the 25 largest of 85 asset managers. See all 85 in the interactive database.

3. Elect Director: Jim Shelton

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 9 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 145,587,925WITHHELD: 3,445,987

Details: description as filed, official tally, votes by 85 asset managers

Description as filed by funds: Election of Class II Directors: Jim Shelton

Duolingo, Inc.’s own tally for this item (“Elect Director: Jim Shelton”): 145,587,925 for, 3,445,987 withheld, per its Form 8-K filed June 5, 2026 (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: 98% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 85 asset managers below reported 8,935,516 for, 1,614,772 withheld, 109,538 abstained, 40 not voted.

FORWITHHOLD

FOR: 8,935,516ABSTAIN: 109,538WITHHOLD: 1,614,772NOT VOTED: 40

Largest asset managers voting on “Election of Class II Directors: Jim Shelton” at Duolingo, Inc., 2025-2026
Asset manager	For	Abstain	Withheld	Vote
Vanguard	4,232,309	9	1,975	For
Fidelity	1,653,955	0	0	For
BlackRock	1,389,252	0	0	For
Federated Hermes	0	0	976,323	Withhold
Invesco	315,824	0	0	For
Charles Schwab	303,737	0	0	For
Pacer Funds Trust	236,523	0	0	For
State Street	212,466	0	230	For
Capital Group	149,640	0	0	For
American Century	0	0	122,849	Withhold
First Trust	0	0	98,806	Withhold
Pacific Life	2,190	0	88,940	Withhold
TIAA	70,383	0	0	For
Equitable	23,735	0	42,962	Mixed
Jackson National	0	64,566	0	Abstain
JPMorgan	43,355	0	0	For
AIG/SunAmerica	0	0	37,580	Withhold
BAILLIE GIFFORD FUNDS	32,248	0	0	For
Nationwide	31,932	0	0	For
Columbia Threadneedle	29,033	0	0	For
Northern Trust	26,748	0	0	For
Brown Capital Management Mutual Funds	25,663	0	0	For
MASTER INVESTMENT PORTFOLIO	25,196	0	0	For
Lincoln Financial	12,181	0	10,383	Mixed
BNY Mellon	1,350	0	20,121	Mixed

Showing the 25 largest of 85 asset managers. See all 85 in the interactive database.

4. 3. Approval, on an advisory (non-binding) basis, of the compensation of the Company's named executive officers

Outcome not verified Fund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Not verified

Combines 12 wordings of this item as funds reported it.

99.2% Majority: yes · of votes cast

FOR 99.2%

FOR: 147,871,738AGAINST: 1,113,706

Details: description as filed, official tally, votes by 406 asset managers

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”): 147,871,738 for, 1,113,706 against, per its Form 8-K filed June 5, 2026 (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: 99.2% 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).

Fund voting reports: 83 asset managers voting on “To approve, on an advisory (non- binding) basis, the compensation of the Company's named executive officers.” at Duolingo, Inc., 2025-2026
Asset manager	For	Against	Abstain	Vote
Vanguard	4,234,290	2	0	For
Fidelity	1,653,955	0	0	For
BlackRock	1,389,252	0	0	For
Federated Hermes	976,323	0	0	For
Invesco	315,824	0	0	For
Charles Schwab	303,737	0	0	For
Pacer Funds Trust	236,523	0	0	For
State Street	212,599	97	0	For
Capital Group	0	149,640	0	Against
American Century	75,690	47,159	0	Mixed
First Trust	98,806	0	0	For
Pacific Life	91,130	0	0	For
TIAA	70,383	0	0	For
Equitable	66,697	0	0	For
Jackson National	64,566	0	0	For
JPMorgan	43,355	0	0	For
AIG/SunAmerica	37,580	0	0	For
BAILLIE GIFFORD FUNDS	32,248	0	0	For
Nationwide	31,932	0	0	For
HUSSMAN INVESTMENT TRUST	0	0	30,000	Abstain
Columbia Threadneedle	29,033	0	0	For
Northern Trust	26,748	0	0	For
Brown Capital Management Mutual Funds	25,663	0	0	For
MASTER INVESTMENT PORTFOLIO	25,196	0	0	For
Lincoln Financial	22,564	0	0	For

Fund voting reports, all 83 managers: 10,456,301 for, 200,582 against, 36,418 abstained, 40 not voted. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 344 asset managers voting on “To approve, on an advisory (non- binding) basis, the compensation of the Company's named executive officers.” at Duolingo, Inc., 2025-2026
Asset manager	For	Against	Vote
Fidelity	2,622,229	0	For
Federated Hermes	1,301,715	5,264	For
BAILLIE GIFFORD OVERSEAS LTD	1,263,695	0	For
BlackRock	1,141,643	10,002	For
BAILLIE GIFFORD & CO LTD	805,326	0	For
GEODE CAPITAL MANAGEMENT, LLC	802,480	0	For
State Street	726,895	106	For
Baillie Gifford Investment Management (Europe) Ltd	445,702	0	For
Amundi	0	445,088	Against
Invesco	338,977	0	For
Vanguard	312,789	0	For
Charles Schwab	307,882	0	For
STATE OF MICHIGAN RETIREMENT SYSTEM	269,893	0	For
MELLON INVESTMENTS Corp	180,000	0	For
Northern Trust	178,870	77	For
Capital Group	474	149,640	Against
BAILLIE GIFFORD & CO	136,343	0	For
American Century	83,428	47,286	Mixed
Two Sigma	107,330	0	For
PARAMETRIC PORTFOLIO ASSOCIATES LLC	97,009	0	For
DE Shaw	92,695	0	For
T. Rowe Price	91,147	0	For
PRINCIPAL GLOBAL INVESTORS	89,851	0	For
Jasper Ridge Partners, L.P.	87,108	0	For
Nuveen	80,540	0	For

Institutional-manager reports, all 344 managers: 13,198,651 for, 793,787 against, 5 abstained, 835 not voted, 193 unknown. Showing the 25 largest; see all in the interactive database.

5. 2. Ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting…

Outcome not verifiedAUDIT-RELATEDReported outcome: Not verified

Combines 5 wordings of this item as funds reported it.

99.8% Majority: yes · of votes cast

FOR 99.8%

FOR: 157,202,904AGAINST: 237,210

Details: description as filed, official tally, votes by 88 asset managers

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, 2026.

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, 2026”): 157,202,904 for, 237,210 against, per its Form 8-K filed June 5, 2026 (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: 99.8% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 88 asset managers below reported 10,687,491 for, 13 against, 6,418 abstained, 40 not voted.

FOR

FOR: 10,687,491AGAINST: 13ABSTAIN: 6,418NOT VOTED: 40

Largest asset managers voting on “To ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting f” at Duolingo, Inc., 2025-2026
Asset manager	For	Against	Vote
Vanguard	4,234,291	0	For
Fidelity	1,653,955	0	For
BlackRock	1,389,252	0	For
Federated Hermes	976,323	0	For
Invesco	315,824	0	For
Charles Schwab	303,737	0	For
Pacer Funds Trust	236,523	0	For
State Street	212,683	13	For
Capital Group	149,640	0	For
American Century	122,849	0	For
First Trust	98,806	0	For
Pacific Life	91,130	0	For
TIAA	70,383	0	For
Equitable	66,697	0	For
Jackson National	64,566	0	For
JPMorgan	43,355	0	For
AIG/SunAmerica	37,580	0	For
BAILLIE GIFFORD FUNDS	32,248	0	For
Nationwide	31,932	0	For
HUSSMAN INVESTMENT TRUST	30,000	0	For
Columbia Threadneedle	29,033	0	For
Northern Trust	26,748	0	For
Brown Capital Management Mutual Funds	25,663	0	For
MASTER INVESTMENT PORTFOLIO	25,196	0	For
Lincoln Financial	22,564	0	For

Showing the 25 largest of 88 asset managers. See all 88 in the interactive database.

Largest Duolingo, Inc. shareholders voting in 2025-2026

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.

Fund voting reports: top Duolingo, Inc. shareholders by shares voted on “To approve, on an advisory (non- binding) basis, the compensation of the Company's named…”, 2025-2026
#	Asset manager	Shares voted
1	Vanguard	4,234,292
2	Fidelity	1,653,955
3	BlackRock	1,389,252
4	Federated Hermes	976,323
5	Invesco	315,824
6	Charles Schwab	303,777
7	Pacer Funds Trust	236,523
8	State Street	212,696
9	Capital Group	149,640
10	American Century	122,849

Institutional-manager reports: top Duolingo, Inc. shareholders by shares voted on “To approve, on an advisory (non- binding) basis, the compensation of the Company's named…”, 2025-2026
#	Asset manager	Shares voted
1	Fidelity	2,622,229
2	Federated Hermes	1,306,979
3	BAILLIE GIFFORD OVERSEAS LTD	1,263,695
4	BlackRock	1,151,645
5	BAILLIE GIFFORD & CO LTD	805,326
6	GEODE CAPITAL MANAGEMENT, LLC	802,480
7	State Street	727,001
8	Baillie Gifford Investment Management (Europe) Ltd	445,702
9	Amundi	445,088
10	Invesco	338,977

Shown as share counts, not percentages: no shares-outstanding figure has been matched to Duolingo, Inc. for the 2025-2026 season, so there is no denominator to divide by.

About this page

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 14, 2026; a live search always shows the current data.

At Duolingo, Inc.'s shareholder meeting held June 3, 2026, in the 2025-2026 proxy season, 406 asset managers reported how they voted on 5 ballot items in their SEC Form N-PX filings, covering 2,248 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 99.2% 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 5, 2026.

Duolingo, Inc. proxy season coverage: 2023-2024 · 2024-2025 · 2025-2026 (this page).

Download data (CSV): ballot items · votes by manager · column guide.