AppLovin Corp

8-K · app-20260603.htm iXBRL

0001751008 2026-06-03 2026-06-03

 UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549

 FORM 8-K

 CURRENT REPORT
 Pursuant to Section 13 or 15(d)
 of The Securities Exchange Act of 1934
 Date of Report (Date of earliest event reported): June 3, 2026  

 AppLovin Corporation
 (Exact name of registrant as specified in its charter)

 Delaware 001-40325 45-3264542
 (State or other jurisdiction
 of incorporation)
 (Commission
 File Number)
 (IRS Employer
Identification No.)

 1100 Page Mill Road
 Palo Alto , California 94304
 (Address of principal executive offices, including zip code)
 ( 800 ) 839-9646
 (Registrant’s telephone number, including area code)
 Not Applicable
 (Former name or former address, if changed since last report)

 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
 240.14d-2(b))
 ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 Securities registered pursuant to Section 12(b) of the Act:

 Title of each class   Trading
 Symbol(s)
   Name of each exchange
 on which registered

 Class A common stock, par value $0.00003 per share   APP   The Nasdaq Stock Market LLC

 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐
 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 Item 5.07    Submission of Matters to a Vote of Security Holders

 On June 3, 2026, AppLovin Corporation (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders of the Company voted on the following five proposals, each of which is more fully described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 21, 2026 (the “Proxy Statement”). Stockholders at the close of business on April 13, 2026 (the “Record Date”) were entitled to vote at the Annual Meeting.

 As of the Record Date, there were 306,053,394 shares of the Company’s Class A common stock and 30,207,521 shares of the Company’s Class B common stock outstanding. Each outstanding share of Class A common stock was entitled to cast one vote on each matter to come before the Annual Meeting and each outstanding share of Class B common stock was entitled to cast 20 votes on each matter to come before the Annual Meeting for a combined voting power of 910,203,814 votes. Shares constituting a quorum were represented in person or by proxy at the Annual Meeting. The voting results with respect to each matter voted upon are set forth below.

 Proposal One: Election of Directors

 The Company’s stockholders voted to elect nine directors to serve until the 2027 annual meeting of stockholders and until their successors are duly elected and qualified, with voting results as follows:

 Nominee For Withhold Broker Non-Votes
 Adam Foroughi 789,659,577 26,641,491 39,487,638
 Craig Billings 787,450,426 28,850,642 39,487,638
 Herald Chen 785,822,622 30,478,446 39,487,638
 Margaret Georgiadis 751,666,493 64,634,575 39,487,638
 Barbara Messing 781,466,244 34,834,824 39,487,638
 Todd Morgenfeld 809,812,856 6,488,212 39,487,638
 Victoria Valenzuela 814,003,872 2,297,196 39,487,638
 Eduardo Vivas 780,540,695 35,760,373 39,487,638
 Maynard Webb 781,488,849 34,812,219 39,487,638

 Proposal Two: Ratification of Appointment of Independent Registered Public Accounting Firm

 The Company’s stockholders voted to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2026, with voting results as follows:

 For Against Abstain Broker Non-Votes
 853,713,514 2,003,724 71,468 0

 Proposal Three: Advisory Vote on Compensation of Named Executive Officers

 The Company’s stockholders voted to approve on an advisory basis, the compensation of the Company’s named executive officers, with voting results as follows:

 For Against Abstain Broker Non-Votes
 752,959,150 63,070,373 271,545 39,487,638

 Proposal Four: Amendment to the Company’s Amended and Restated Certificate of Incorporation to Provide for Officer Exculpation as Permitted by Delaware Law    

 The Company’s stockholders voted to approve an amendment to the Company’s amended and restated certificate of incorporation to provide for officer exculpation as permitted by Delaware law, with voting results as follows:

 For Against Abstain Broker Non-Votes
 735,785,832 80,423,671 91,565 39,487,638

 Proposal Five: Stockholder Proposal Regarding Disclosure of Voting Results by Class of Shares

 The Company’s stockholders did not approve a stockholder proposal regarding disclosure of voting results by class of shares, with voting results as follows:

 For Against Abstain Broker Non-Votes
 119,127,022 696,868,093 305,953 39,487,638

 SIGNATURE

 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
  

 APPLOVIN CORPORATION

 Date: June 5, 2026 /s/ Matthew A. Stumpf
 Matthew A. Stumpf
 Chief Financial Officer