APPLOVIN CORP CLASS A (APP)
Sector: Information Technology
2026 Annual Meeting Analysis
APPLOVIN CORP CLASS A · Meeting: June 3, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
AppLovin's 3-year stock return of 2,817% outpaces the company-disclosed peer group median by over 2,764 percentage points, far exceeding the 65-percentage-point threshold needed to trigger a negative vote; attendance was 100% and no other flags apply.
No TSR underperformance trigger fires given APP's extraordinary outperformance versus peers; Billings holds 2 public board seats (APP and Wynn Resorts) which is within the permitted limit for a sitting CEO, and attendance was 100%.
APP's massive outperformance versus disclosed peers clears all TSR thresholds by a wide margin; Chen has relevant financial and technology expertise, holds 1 outside public board seat, and attended 100% of meetings.
No TSR trigger applies given APP's exceptional 3-year return; Georgiadis brings relevant CEO and ad-tech experience, serves on the Audit Committee with disclosed financial expertise, and attended 100% of meetings.
No TSR trigger applies; Messing joined in March 2024 (within 24 months of the meeting date), which independently exempts her from the TSR trigger, and she brings relevant marketing and digital media expertise with 100% meeting attendance.
No TSR trigger applies given APP's extraordinary peer outperformance; Morgenfeld is Audit Committee Chair with strong financial qualifications (former CFO/COO of Pinterest), holds 2 public board seats within permitted limits, and attended 100% of meetings.
Valenzuela is a first-time nominee standing for election; as a current executive officer she is not independent, but she does not serve on any board committee requiring independence, and her deep company and industry knowledge as Chief Administrative and Legal Officer provides relevant qualifications.
No TSR trigger applies given APP's massive peer outperformance; Vivas holds 0 outside public board seats, brings relevant technology and product expertise, and attended 100% of meetings.
Webb joined in April 2025 (within 24 months of the meeting), which independently exempts him from the TSR trigger; he brings relevant CEO, technology, and governance expertise, though shareholders should note he holds 2 outside public board seats (Salesforce and Visa) which is within the permitted limit for a non-executive director.
All nine director nominees receive a FOR vote. AppLovin's 3-year total shareholder return of approximately 2,817% outperforms the company-disclosed peer group median by roughly 2,764 percentage points, far exceeding the 65-percentage-point underperformance threshold required to trigger a negative vote under the strong-positive-TSR tier. No overboarding, attendance, independence, or qualification flags were identified for any nominee that would independently warrant a negative vote. Victoria Valenzuela is a new nominee who is a current executive officer and is appropriately not placed on committees requiring independence.
Say on Pay
✓ FORCEO
Adam Foroughi
Total Comp
$12,969,001
Prior Support
N/A
CEO Adam Foroughi received total compensation of approximately $13.0 million in 2025, consisting of a $400,000 base salary and approximately $12.6 million in restricted stock awards (equity that vests based on continued service), which is reasonable for the CEO of a $161 billion advertising technology company. The pay structure is heavily weighted toward equity (over 96% of total pay), well exceeding the 50-60% variable pay standard, and the company explicitly has no annual cash bonus program, meaning all variable pay is equity-based and directly tied to stock value alongside shareholders. AppLovin's stock returned approximately 109% over the past year and 2,817% over three years, vastly outperforming peers, demonstrating strong pay-for-performance alignment; the company also has a formal clawback policy adopted in 2023 in compliance with Nasdaq and SEC rules.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
11 yrs
Audit Fees
$4,078,000
Non-Audit Fees
$730,000
Deloitte has served as AppLovin's auditor since 2015 (approximately 11 years), well below the 25-year threshold that would trigger a concern; non-audit fees (tax services of $730,000) represent approximately 17.9% of audit fees ($4,078,000), comfortably below the 50% independence threshold; Deloitte is a Big 4 firm appropriate for a $161 billion market-cap company; and no material financial restatements were identified.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 5
Stockholder Proposal Regarding Disclosure of Voting Results by Class of Shares
The Connecticut Retirement Plans and Trust Funds is a mainstream public pension fund — a credible institutional filer with straightforward fiduciary motivations, not an ideological actor — so the proposal deserves evaluation on its merits. The ask is purely a transparency measure: break out how Class A shareholders (one vote per share) voted separately from how Class B shareholders (20 votes per share) voted, so ordinary shareholders can see whether the two-vote founder bloc is overriding the majority of independent shareholders on key matters. AppLovin's board argues existing disclosures are sufficient, but the company currently reports only aggregate vote totals; a shareholder cannot determine from those totals whether Class A holders supported or opposed a given proposal, which is exactly the information gap this proposal addresses. Given that two insiders collectively control approximately 67% of total voting power through Class B shares, this disaggregated disclosure would provide meaningful accountability information at minimal cost to the company, and a FOR vote is warranted.
Overall Assessment
AppLovin's 2026 annual meeting ballot is straightforward: the company has delivered extraordinary shareholder returns over the past three years (approximately 2,817%), its executive pay program is heavily equity-based and well-structured, and its auditor relationship is well within independence norms. The one contested item of interest is the stockholder proposal from Connecticut's pension fund requesting that vote results be broken out by share class — a reasonable transparency ask given AppLovin's multi-class structure concentrates two-thirds of voting power with two insiders, and a FOR vote is warranted on that proposal despite board opposition.
Compensation Peer Group
13 companies disclosed in 2026 proxy filing