AppLovin Shareholders Back Board and Pay, Reject Vote Transparency Proposal

AppLovin (NASDAQ:APP) stockholders approved four management-backed proposals and rejected a shareholder transparency proposal at the company’s 2026 Annual Meeting of Stockholders, according to preliminary voting results announced during the webcast meeting.

Victoria Valenzuela, AppLovin’s Chief Administrative and Legal Officer and Corporate Secretary, led the formal business portion of the meeting. She said holders of a majority of the voting power of the company’s outstanding capital stock as of the April 13, 2026 record date were present virtually or by proxy, establishing a quorum.

Stockholders Approve Board Nominees, Auditor and Executive Pay

Valenzuela said stockholders elected nine director nominees listed in the company’s proxy statement to serve until the 2027 annual meeting of stockholders and until their successors are elected and qualified.

Stockholders also ratified the appointment of Deloitte & Touche LLP as AppLovin’s independent registered public accounting firm for the fiscal year ending Dec. 31, 2026. Justin Yahr of Deloitte & Touche attended the meeting, according to Valenzuela.

In addition, investors approved, on an advisory basis, the compensation of AppLovin’s named executive officers. The company’s board had recommended votes in favor of the director nominees, the auditor ratification and the executive compensation proposal.

Officer Exculpation Amendment Approved

AppLovin stockholders also approved an amendment to the company’s amended and restated certificate of incorporation to provide for officer exculpation as permitted by Delaware law. Valenzuela said the board recommended a vote in favor of the amendment and the related resolution as stated in the proxy statement.

Shareholder Proposal on Vote Disclosure Rejected

The only proposal not approved was a stockholder proposal submitted by the Connecticut Retirement Plans and Trust Funds requesting that AppLovin disclose voting results by class of shares beginning with the 2027 annual meeting.

Jessica Weaver, an analyst representing the Connecticut Retirement Plans and Trust Funds, presented the proposal during the meeting. Weaver said the request was aimed at providing more transparency into how AppLovin’s different share classes vote.

Weaver noted that AppLovin has a multi-class capital structure, with Class A shares carrying one vote, Class B shares carrying 20 votes and Class C shares carrying no voting rights. She said the company’s current practice of aggregating voting results “masks how each class of shareholders actually voted.”

“Because of the company’s structure, a relatively small group of Class B shareholders controls a majority of the voting power,” Weaver said. She added that separate disclosure would help investors understand whether voting outcomes reflect the preferences of the broader shareholder base or are driven primarily by high-vote shareholders.

Weaver said the proposal would not change AppLovin’s capital structure or affect control, but would “simply enhance transparency.” The company’s board recommended that stockholders vote against the proposal, citing reasons set forth in the proxy statement. Based on preliminary results, stockholders did not approve it.

Final Results to Be Filed With the SEC

Valenzuela said the final voting results will be included in a report from the Inspector of Election and recorded in the meeting minutes. AppLovin also plans to report the final results on a Form 8-K to be filed with the Securities and Exchange Commission within four business days of the meeting date.

Following the formal business portion, Valenzuela said the company would answer stockholder questions submitted through the web portal. The meeting then concluded after the operator stated there were no further topics to address.

About AppLovin (NASDAQ:APP)

AppLovin Corporation is a Palo Alto–based mobile technology company that provides software and services to help app developers grow and monetize their businesses. The company operates a data-driven advertising and marketing platform that connects app publishers and advertisers, delivering tools for user acquisition, monetization, analytics and creative optimization. AppLovin’s technology is integrated into a broad set of mobile applications through software development kits (SDKs) and ad products designed to maximize revenue and engagement for developers.

Key components of AppLovin’s offering include an ad mediation and exchange platform that enables publishers to manage and monetize inventory across multiple demand sources, and a user-acquisition platform that helps advertisers target and scale campaigns.