AppLovin Corp

For the period ended Jun 5, 2024. Filed Apr 23, 2024.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 5, 2024 · Filed Apr 23, 2024

APP$391.22+9.9%Stored close · as of Nov 6, 2026

See the whole filing, with its images and exhibits

Contents

Cover page

Show cover page

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material under §240.14a-12

AppLovin Corporation

(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required
☐	Fee paid previously with preliminary materials
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

1100 Page Mill Road | Palo Alto, California 94304

Proposals
Notice of Annual Meeting of Stockholders			MEETING DETAILS
Dear Stockholders of AppLovin Corporation:We cordially invite you to attend the 2024 annual meeting of stockholders (the “Annual Meeting”) of AppLovin Corporation, a Delaware corporation, to be held on Wednesday, June 5, 2024 at 10:00 a.m. Pacific Time. The Annual Meeting will be conducted virtually via live audio webcast. You will be able to attend the Annual Meeting virtually by visiting www.virtualshareholdermeeting.com/APP2024, where you will be able to listen to the meeting live, submit questions and vote online. Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the meeting. Therefore, we urge you to promptly vote and submit your proxy via the Internet, by telephone or by mail.We are holding the Annual Meeting for the following purposes, as more fully described in the accompanying proxy statement:				Time10:00 a.m.Pacific Time
		YOUR VOTE IS IMPORTANTWhether or not you plan to attend the Annual Meeting, we urge you to submit your vote via the Internet, telephone, or mail as soon as possible to ensure your shares are represented. For additional instructions on voting by telephone or the Internet, please refer to your proxy card. Returning the proxy does not deprive you of your right to attend the Annual Meeting and to vote your shares at the Annual Meeting.
1	To elect nine directors to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified;
2	To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2024; and
3	To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.
Our Board of Directors has fixed the close of business on April 11, 2024 as the record date for the Annual Meeting. Stockholders of record on April 11, 2024 are entitled to notice of and to vote at the Annual Meeting. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.

AppLovin Corporation	i	2024 Proxy Statement

The accompanying proxy statement and our annual report can be accessed by visiting: www.proxyvote.com. You will be asked to enter the 16-digit control number located on your proxy card.

This notice and the accompanying proxy statement are being made available to stockholders on April 23, 2024.

By order of the Board of Directors,

Adam Foroughi

Chief Executive Officer, Co-Founder, and Chairperson of the Board

Palo Alto, California

April 23, 2024

AppLovin Corporation	ii	2024 Proxy Statement

Table of Contents

NOTICE OF ANNUAL MEETING	i
GENERAL INFORMATION	1
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE	8
Nominees for Director	10
Director Independence and Controlled Company Exemption	19
Board Leadership Structure and Role of the Lead Independent Director	20
Role of Board in Risk Oversight Process	20
Board Committees	22
Attendance at Board and Stockholder Meetings	24
Compensation Committee Interlocks and Insider Participation	24
Board of Directors Evaluations	25
Voting Structure and Voting Agreement	25
Considerations in Evaluating Director Nominees	25
Stockholder Recommendations and Nominations to the Board of Directors	26
Communications with the Board of Directors	27
Corporate Governance and ESG	28
Director Compensation	31
PROPOSAL NO. 1 - Election of Directors	35
AUDIT COMMITTEE REPORT	36
PROPOSAL NO. 2 - Ratification of Appointment of Independent Registered Public Accounting Firm	37
EXECUTIVE OFFICERS	39
EXECUTIVE COMPENSATION	40
Compensation Discussion and Analysis	40
Executive Summary	40
Compensation Philosophy	42

AppLovin Corporation	iii	2024 Proxy Statement

Executive Compensation Policies and Practices	43
Our Compensation-Setting Process	44
Elements of Executive Pay and 2023 Compensation	47
Other Compensation Information	52
Employment Arrangements	52
Post-Employment Compensation	53
Compensation Risk Assessment	54
Compensation Committee Report	54
Summary Compensation Table for Fiscal Year 2023	55
Grants of Plan-Based Awards in 2023	56
Outstanding Equity Awards at 2023 Year-End	57
Option Exercises and Stock Vested in 2023	58
Potential Payments on Termination or Change in Control	59
Pay Versus Performance	62
CEO Pay Ratio	65
EQUITY COMPENSATION PLAN INFORMATION	66
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	67
CERTAIN RELATIONSHIPS, RELATED PARTY AND OTHER TRANSACTIONS	71
OTHER MATTERS	74
APPENDIX A	A-1

AppLovin Corporation	iv	2024 Proxy Statement

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.