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Duolingo, Inc. Call Transcript 2026

Jun 3, 2026

Call Transcript

Duolingo, Inc.

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Good morning. This is Luis von Ahn, Co-Founder, Chief Executive Officer, and Chairman of the Board of directors of Duolingo, Inc. I am very happy to welcome you to our 2026 annual meeting of stockholders. On behalf of Duolingo, the members of the board, and the company's management, I want to thank you for joining us today. With me is Stephen Chen, the company's general counsel and secretary, who will serve as secretary of the meeting. Before I call the meeting to order, I'd like to note that we have several other board members in attendance, along with members of the company's senior management, including Gillian Munson, our chief financial officer, and representatives from Deloitte & Touche LLP, the company's independent registered public accounting firm. The meeting will now officially come to order. We will proceed with the formal business of the meeting as set forth in the notice of annual meeting and the proxy statement. The time is 11:01 A.M. Eastern Time, and the polls are now open for voting on all matters before the meeting. If you have not already voted and wish to vote, the polls will remain open until we finish presenting the proposals and close the polls. You do not need to vote during the meeting if you have already voted and do not wish to change your vote. Links to the meeting's agenda and rules of conduct are available on the meeting website. To conduct an orderly meeting, we ask that participants abide by these rules. We will address appropriate questions raised regarding the official business of the meeting. If you would like to submit a question, enter your question in the question and answer function on the meeting website and include your name and, if applicable, organization. Each stockholder will be able to ask up to two questions. Note that only stockholders who are logged into the meeting using their 16-digit control number will be able to vote and submit questions at today's meeting. Our secretary will file the proof of mailing the notice of the meeting to stockholders of record on the record date with the company's records of the meeting. All stockholders of record at the close of business on April seventh, 2026, or holders of a valid proxy are entitled to vote at the meeting. At this time, I'd like to introduce Jason P., a representative of American Election Services, who is serving as Inspector of Election for today's meeting. Mr. Graham has signed the customary oath of office to execute his duties with strict impartiality. We will file this oath with the records of the meeting. I have been informed that a quorum is present. Therefore, I hereby declare this meeting to be duly constituted for the transaction of business. We will now proceed with the formal business. There are three proposals to be considered by the stockholders at today's meeting. The company recommends that the stockholders vote for each of the director nominees named in the proposal and for each of the second and third proposals. The first item of business is the election of Amy Bohutinsky, Bonnie Ross, and Jim Shelton to serve as Class 2 directors of the company to hold office until the company's annual meeting of stockholders to be held in 2029. The second item of business is the ratification of the audit committee's appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for 2026. The third and final item of business is the approval on an advisory, non-binding basis of the compensation of the company's named executive officers as set forth in the proxy statement. As a reminder, for the purposes of today's meeting, we welcome only those questions from stockholders about the three proposals discussed submitted via the question and answer function on the annual meeting webpage. We will now take questions. Stephen, are there any questions? There are no questions relevant to the business of the meeting. Okay. If you wish to vote and you haven't already, please do so now by clicking on the Voting button on the web portal and following the instructions. You do not need to vote electronically if you have already sent in your signed proxy or if you have voted by telephone or internet, unless you wish to change your vote. We will pause for approximately 30 seconds before closing the polls. The time is now 11:05 A.M. Eastern Time, and the polls are now closed for voting. The Inspector of Election will count the votes. I have received the preliminary report of the Inspector of Election. The final report will be kept with the company's records of the annual meeting. Based on the preliminary report, each of Amy Bohutinsky, Bonnie Ross, and Jim Shelton has been elected as a Class 2 director to serve until our annual meeting to be held in 2029, and the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2026 has been ratified, and the compensation on an advisory, non-binding basis of the company's named executive officers, as set forth in the proxy statement, has been approved. The final tally of the votes will be published within four business days in our current report on Form 8-K to be filed with the Securities and Exchange Commission. It is now 11:06 A.M. Eastern Time, and the formal portion of the meeting has concluded. With that, ladies and gentlemen, this concludes our annual meeting, and the meeting is now adjourned. I want to thank you for attending and for your continued support of Duolingo. This now concludes the meeting. Thank you for joining, and have a pleasant day.

Speaker 1: Good morning. This is Luis von Ahn, Co-Founder, Chief Executive Officer, and Chairman of the Board of directors of Duolingo, Inc. I am very happy to welcome you to our 2026 annual meeting of stockholders. On behalf of Duolingo, the members of the board, and the company's management, I want to thank you for joining us today. With me is Stephen Chen, the company's general counsel and secretary, who will serve as secretary of the meeting. Before I call the meeting to order, I'd like to note that we have several other board members in attendance, along with members of the company's senior management, including Gillian Munson, our chief financial officer, and representatives from Deloitte & Touche LLP, the company's independent registered public accounting firm. The meeting will now officially come to order. Good morning. good morning This is Luis von Ahn, Co-Founder, Chief Executive Officer, and Chairman of the Board of directors of Duolingo, Inc. I am very happy to welcome you to our 2026 annual meeting of stockholders. this is luis von ahn co-founder chief executive officer and chairman of the board of directors of duolingo inc i am very happy to welcome you to our 2026 annual meeting of stockholders On behalf of Duolingo, the members of the board, and the company's management, I want to thank you for joining us today. on behalf of duolingo the members of the board and the company's management i want to thank you for joining us today With me is Stephen Chen, the company's general counsel and secretary, who will serve as secretary of the meeting. with me is stephen chen the company's general counsel and secretary who will serve as secretary of the meeting Before I call the meeting to order, I'd like to note that we have several other board members in attendance, along with members of the company's senior management, including Gillian Munson, our chief financial officer, and representatives from Deloitte & Touche LLP, the company's independent registered public accounting firm. before i call the meeting to order i'd like to note that we have several other board members in attendance along with members of the company's senior management including gillian munson our chief financial officer and representatives from deloitte & touche llp the company's independent registered public accounting firm The meeting will now officially come to order. the meeting will now officially come to order We will proceed with the formal business of the meeting as set forth in the notice of annual meeting and the proxy statement. The time is 11:01 A.M. Eastern Time, and the polls are now open for voting on all matters before the meeting. If you have not already voted and wish to vote, the polls will remain open until we finish presenting the proposals and close the polls. You do not need to vote during the meeting if you have already voted and do not wish to change your vote. Links to the meeting's agenda and rules of conduct are available on the meeting website. To conduct an orderly meeting, we ask that participants abide by these rules. We will address appropriate questions raised regarding the official business of the meeting. We will proceed with the formal business of the meeting as set forth in the notice of annual meeting and the proxy statement. we will proceed with the formal business of the meeting as set forth in the notice of annual meeting and the proxy statement The time is 11:01 A.M. the time is 11:01 a.m Eastern Time, and the polls are now open for voting on all matters before the meeting. eastern time and the polls are now open for voting on all matters before the meeting If you have not already voted and wish to vote, the polls will remain open until we finish presenting the proposals and close the polls. if you have not already voted and wish to vote the polls will remain open until we finish presenting the proposals and close the polls You do not need to vote during the meeting if you have already voted and do not wish to change your vote. you do not need to vote during the meeting if you have already voted and do not wish to change your vote Links to the meeting's agenda and rules of conduct are available on the meeting website. links to the meeting's agenda and rules of conduct are available on the meeting website To conduct an orderly meeting, we ask that participants abide by these rules. to conduct an orderly meeting we ask that participants abide by these rules We will address appropriate questions raised regarding the official business of the meeting. we will address appropriate questions raised regarding the official business of the meeting If you would like to submit a question, enter your question in the question and answer function on the meeting website and include your name and, if applicable, organization. Each stockholder will be able to ask up to two questions. Note that only stockholders who are logged into the meeting using their 16-digit control number will be able to vote and submit questions at today's meeting. Our secretary will file the proof of mailing the notice of the meeting to stockholders of record on the record date with the company's records of the meeting. All stockholders of record at the close of business on April seventh, 2026, or holders of a valid proxy are entitled to vote at the meeting. At this time, I'd like to introduce Jason P., a representative of American Election Services, who is serving as Inspector of Election for today's meeting. If you would like to submit a question, enter your question in the question and answer function on the meeting website and include your name and, if applicable, organization. if you would like to submit a question enter your question in the question and answer function on the meeting website and include your name and if applicable organization Each stockholder will be able to ask up to two questions. each stockholder will be able to ask up to two questions Note that only stockholders who are logged into the meeting using their 16-digit control number will be able to vote and submit questions at today's meeting. note that only stockholders who are logged into the meeting using their 16-digit control number will be able to vote and submit questions at today's meeting Our secretary will file the proof of mailing the notice of the meeting to stockholders of record on the record date with the company's records of the meeting. our secretary will file the proof of mailing the notice of the meeting to stockholders of record on the record date with the company's records of the meeting All stockholders of record at the close of business on April seventh, 2026, or holders of a valid proxy are entitled to vote at the meeting. all stockholders of record at the close of business on april seventh 2026 or holders of a valid proxy are entitled to vote at the meeting At this time, I'd like to introduce Jason P., a representative of American Election Services, who is serving as Inspector of Election for today's meeting. at this time i'd like to introduce jason p a representative of american election services who is serving as inspector of election for today's meeting Mr. Graham has signed the customary oath of office to execute his duties with strict impartiality. We will file this oath with the records of the meeting. I have been informed that a quorum is present. Therefore, I hereby declare this meeting to be duly constituted for the transaction of business. We will now proceed with the formal business. There are three proposals to be considered by the stockholders at today's meeting. The company recommends that the stockholders vote for each of the director nominees named in the proposal and for each of the second and third proposals. The first item of business is the election of Amy Bohutinsky, Bonnie Ross, and Jim Shelton to serve as Class 2 directors of the company to hold office until the company's annual meeting of stockholders to be held in 2029. Mr. Graham has signed the customary oath of office to execute his duties with strict impartiality. mr graham has signed the customary oath of office to execute his duties with strict impartiality We will file this oath with the records of the meeting. we will file this oath with the records of the meeting I have been informed that a quorum is present. i have been informed that a quorum is present Therefore, I hereby declare this meeting to be duly constituted for the transaction of business. therefore i hereby declare this meeting to be duly constituted for the transaction of business We will now proceed with the formal business. we will now proceed with the formal business There are three proposals to be considered by the stockholders at today's meeting. there are three proposals to be considered by the stockholders at today's meeting The company recommends that the stockholders vote for each of the director nominees named in the proposal and for each of the second and third proposals. the company recommends that the stockholders vote for each of the director nominees named in the proposal and for each of the second and third proposals The first item of business is the election of Amy Bohutinsky, Bonnie Ross, and Jim Shelton to serve as Class 2 directors of the company to hold office until the company's annual meeting of stockholders to be held in 2029. the first item of business is the election of amy bohutinsky bonnie ross and jim shelton to serve as class 2 directors of the company to hold office until the company's annual meeting of stockholders to be held in 2029 The second item of business is the ratification of the audit committee's appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for 2026. The third and final item of business is the approval on an advisory, non-binding basis of the compensation of the company's named executive officers as set forth in the proxy statement. As a reminder, for the purposes of today's meeting, we welcome only those questions from stockholders about the three proposals discussed submitted via the question and answer function on the annual meeting webpage. We will now take questions. Stephen, are there any questions? The second item of business is the ratification of the audit committee's appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for 2026. the second item of business is the ratification of the audit committee's appointment of deloitte & touche llp as the company's independent registered public accounting firm for 2026 The third and final item of business is the approval on an advisory, non-binding basis of the compensation of the company's named executive officers as set forth in the proxy statement. the third and final item of business is the approval on an advisory non-binding basis of the compensation of the company's named executive officers as set forth in the proxy statement As a reminder, for the purposes of today's meeting, we welcome only those questions from stockholders about the three proposals discussed submitted via the question and answer function on the annual meeting webpage. as a reminder for the purposes of today's meeting we welcome only those questions from stockholders about the three proposals discussed submitted via the question and answer function on the annual meeting webpage We will now take questions. we will now take questions Stephen, are there any questions? stephen are there any questions

Speaker 3: There are no questions relevant to the business of the meeting. There are no questions relevant to the business of the meeting. there are no questions relevant to the business of the meeting

Speaker 1: Okay. If you wish to vote and you haven't already, please do so now by clicking on the Voting button on the web portal and following the instructions. You do not need to vote electronically if you have already sent in your signed proxy or if you have voted by telephone or internet, unless you wish to change your vote. We will pause for approximately 30 seconds before closing the polls. The time is now 11:05 A.M. Eastern Time, and the polls are now closed for voting. The Inspector of Election will count the votes. I have received the preliminary report of the Inspector of Election. The final report will be kept with the company's records of the annual meeting. Okay. okay If you wish to vote and you haven't already, please do so now by clicking on the Voting button on the web portal and following the instructions. if you wish to vote and you haven't already please do so now by clicking on the voting button on the web portal and following the instructions You do not need to vote electronically if you have already sent in your signed proxy or if you have voted by telephone or internet, unless you wish to change your vote. you do not need to vote electronically if you have already sent in your signed proxy or if you have voted by telephone or internet unless you wish to change your vote We will pause for approximately 30 seconds before closing the polls. we will pause for approximately 30 seconds before closing the polls The time is now 11:05 A.M. the time is now 11:05 a.m Eastern Time, and the polls are now closed for voting. eastern time and the polls are now closed for voting The Inspector of Election will count the votes. the inspector of election will count the votes I have received the preliminary report of the Inspector of Election. i have received the preliminary report of the inspector of election The final report will be kept with the company's records of the annual meeting. the final report will be kept with the company's records of the annual meeting Based on the preliminary report, each of Amy Bohutinsky, Bonnie Ross, and Jim Shelton has been elected as a Class 2 director to serve until our annual meeting to be held in 2029, and the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2026 has been ratified, and the compensation on an advisory, non-binding basis of the company's named executive officers, as set forth in the proxy statement, has been approved. The final tally of the votes will be published within four business days in our current report on Form 8-K to be filed with the Securities and Exchange Commission. It is now 11:06 A.M. Eastern Time, and the formal portion of the meeting has concluded. With that, ladies and gentlemen, this concludes our annual meeting, and the meeting is now adjourned. Based on the preliminary report, each of Amy Bohutinsky, Bonnie Ross, and Jim Shelton has been elected as a Class 2 director to serve until our annual meeting to be held in 2029, and the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2026 has been ratified, and the compensation on an advisory, non-binding basis of the company's named executive officers, as set forth in the proxy statement, has been approved. based on the preliminary report each of amy bohutinsky bonnie ross and jim shelton has been elected as a class 2 director to serve until our annual meeting to be held in 2029 and the appointment of deloitte & touche llp as our independent registered public accounting firm for 2026 has been ratified and the compensation on an advisory non-binding basis of the company's named executive officers as set forth in the proxy statement has been approved The final tally of the votes will be published within four business days in our current report on Form 8-K to be filed with the Securities and Exchange Commission. the final tally of the votes will be published within four business days in our current report on form 8-k to be filed with the securities and exchange commission It is now 11:06 A.M. it is now 11:06 a.m Eastern Time, and the formal portion of the meeting has concluded. eastern time and the formal portion of the meeting has concluded With that, ladies and gentlemen, this concludes our annual meeting, and the meeting is now adjourned. with that ladies and gentlemen this concludes our annual meeting and the meeting is now adjourned I want to thank you for attending and for your continued support of Duolingo. I want to thank you for attending and for your continued support of Duolingo. i want to thank you for attending and for your continued support of duolingo

Speaker 2: This now concludes the meeting. Thank you for joining, and have a pleasant day. This now concludes the meeting. this now concludes the meeting Thank you for joining, and have a pleasant day. thank you for joining and have a pleasant day