AppLovin Corp
For the period ended Jun 4, 2025. Filed Apr 22, 2025.
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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 4, 2025 · Filed Apr 22, 2025
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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
| Notice of Annual Meeting of Stockholders | MEETING DETAILS | |||
| Dear Stockholders of AppLovin Corporation:We cordially invite you to attend the 2025 annual meeting of stockholders (the “Annual Meeting”) of AppLovin Corporation, a Delaware corporation, to be held on Wednesday, June 4, 2025 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/APP2025, 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, voting are set forth on page 3.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. Submitting your vote in advance does not deprive you of your right to attend the Annual Meeting and to re-vote your shares at the Annual Meeting. | ||||
| Proposals | ||||
|---|---|---|---|---|
| 1 | To elect nine (9) 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, 2025; 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 10, 2025 as the record date for the Annual Meeting. Stockholders of record on April 10, 2025 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. | ||||
By order of the Board of Directors,
Adam Foroughi
Chief Executive Officer, Co-Founder, and Chairperson of the Board
Palo Alto, California
April 22, 2025
The accompanying proxy statement and our 2024 annual report are available atwww.proxyvote.com. You will be asked to enter the 16 digit control number located on your proxy card.
| AppLovin Corporation | i | 2025 Proxy Statement |
Table of Contents
| NOTICE OF ANNUAL MEETING OF STOCKHOLDERS | i |
|---|---|
| GENERAL INFORMATION | 1 |
| PROPOSAL NO. 1 - Election of Directors | 7 |
| 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 | 21 |
| Board Committees | 22 |
| Attendance at Board and Stockholder Meetings | 25 |
| Compensation Committee Interlocks and Insider Participation | 25 |
| Board of Directors Evaluations | 25 |
| Voting Structure and Voting Agreement | 25 |
| Considerations in Evaluating Director Nominees | 26 |
| Stockholder Recommendations and Nominations to the Board of Directors | 26 |
| Communications with the Board of Directors | 27 |
| Corporate Governance | 27 |
| Director Compensation | 29 |
| AUDIT COMMITTEE REPORT | 32 |
| PROPOSAL NO. 2 - Ratification of Appointment of Independent Registered Public Accounting Firm | 33 |
| EXECUTIVE OFFICERS | 35 |
| EXECUTIVE COMPENSATION | 36 |
| Compensation Discussion and Analysis | 36 |
| Executive Summary | 36 |
| Compensation Philosophy | 37 |
| AppLovin Corporation | ii | 2025 Proxy Statement |
| Executive Compensation Policies and Practices | 37 |
|---|---|
| Our Compensation-Setting Process | 38 |
| Compensation Decisions | 38 |
| Elements of Executive Pay and 2024 Compensation | 39 |
| Other Compensation Information | 41 |
| Employment Arrangements | 42 |
| Post-Employment Compensation | 42 |
| Compensation Risk Assessment | 42 |
| Compensation Committee Report | 43 |
| Summary Compensation Table for Fiscal Year 2024 | 44 |
| Grants of Plan-Based Awards in 2024 | 45 |
| Outstanding Equity Awards at 2024 Year-End | 46 |
| Option Exercises and Stock Vested in 2024 | 47 |
| Potential Payments on Termination or Change in Control | 48 |
| Pay Versus Performance | 50 |
| CEO Pay Ratio | 53 |
| EQUITY COMPENSATION PLAN INFORMATION | 54 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 55 |
| CERTAIN RELATIONSHIPS, RELATED PARTY, AND OTHER TRANSACTIONS | 58 |
| OTHER MATTERS | 61 |
| APPENDIX A | A-1 |
| AppLovin Corporation | iii | 2025 Proxy Statement |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.