8-K

AppLovin Corp (APP)

8-K 2025-06-09 For: 2025-06-04
View Original
Added on April 08, 2026

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 4, 2025

AppLovin Corporation

(Exact name of registrant as specified in its charter)

Delaware 001-40325 45-3264542
(State or other jurisdiction<br><br>of incorporation) (Commission<br><br>File Number) (IRS Employer<br>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<br><br>Symbol(s) Name of each exchange<br><br>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 4, 2025, AppLovin held its annual meeting of stockholders (the “Meeting”). The stockholders of the Company voted on the following two proposals at the Meeting, each of which is more fully described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 22, 2025.

At the close of business on April 10, 2025 (the "Record Date"), for the determination of stockholders entitled to vote at the Meeting, the outstanding voting securities of the Company were 307,674,018 shares of Class A common stock and 30,688,541 shares of Class B common stock. Each outstanding share of Class A common stock was entitled to cast one vote on each matter to come before the Meeting and each outstanding share of Class B common stock was entitled to cast 20 votes on each matter to come before the Meeting for a combined voting power of 921,444,838 votes.

Shares constituting a quorum, were represented in person or by proxy at the Meeting. The number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter voted upon are set forth below.

Proposal One: Election of Directors

1.To elect nine directors to serve until the 2026 annual meeting of stockholders and until their successors are duly elected and qualified;

Nominee For Withhold Broker Non-Votes
Adam Foroughi 784,070,377 35,334,522 32,390,840
Craig Billings 797,328,248 22,076,651 32,390,840
Herald Chen 780,166,462 39,238,437 32,390,840
Margaret Georgiadis 747,285,062 72,119,837 32,390,840
Alyssa Harvey Dawson 771,425,648 47,979,251 32,390,840
Barbara Messing 770,417,144 48,987,755 32,390,840
Todd Morgenfeld 815,687,221 3,717,678 32,390,840
Eduardo Vivas 817,619,675 1,785,224 32,390,840
Maynard Webb 811,639,018 7,765,881 32,390,840

Based on the votes set forth above, each director nominee was duly elected to serve until the 2026 annual meeting of stockholders and until his or her successor is duly elected and qualified.

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

1.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, 2025;

For Withhold Abstain Broker Non-Votes
850,343,384 1,372,319 80,000 0

Based on the votes set forth above, the stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

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 9, 2025 /s/ Matthew A. Stumpf
Matthew A. Stumpf
Chief Financial Officer

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