Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Principal Officers; Compensatory Arrangements of Certain
Officers.
On December 8 2021, the Board of Directors (the "Board") of Duolingo, Inc. (the
"Company") appointed John Lilly to serve as a Class I director on the Company's
Board and as a member of the Compensation and Leadership Committee, in each
case, effective as of December 15 , 2021. Mr. Lilly will serve for a term
expiring at the Company's annual meeting of stockholders to be held in 2022 and
until his successor is duly elected and qualified or until his earlier death,
resignation, disqualification or removal.
Mr. Lilly is eligible to participate in the Company's Non-Employee Director
Compensation Program, which provides for: (i) an annual cash retainer of $30,000
for serving on the Board, paid quarterly in arrears (prorated based on his
service during the 2021 fiscal year); (ii) an annual cash retainer of $6,000 for
serving on the Compensation and Leadership Committee, paid quarterly in arrears
(prorated based on his service during the 2021 fiscal year); (iii) an initial
award of restricted stock units ("RSUs") equaling $300,000 divided by the
closing price of the Company's Class A common stock on the date Mr. Lilly
commences service on the Board (prorated based on his service [from his
commencement of service until the 2022 annual meeting]) and which vests over
three years in substantially equal annual installments following the grant date,
subject to the director's continued service on the Board through each such
vesting date; and (iv) an annual RSU award granted on the date of the Company's
annual meeting of stockholders, provided the director has served on the Board
for at least six months prior to such annual meeting and will continue serving
following such meeting, in an amount equaling $160,00 divided by the closing
price of the Company's Class A common stock on the grant date and which vests on
the earlier of the first anniversary of the grant date or the day immediately
prior to the date of the next annual meeting of the Company's stockholders, in
either case, subject to the director's continued service on the Board through
such vesting date.
Mr. Lilly is is expected to enter into the Company's standard form
indemnification agreement in the form filed as Exhibit 10.12 to the Company's
Registration Statement on Form S-1/A (File No. 333-257483) filed with the
Securities and Exchange Commission on July 19, 2021.
Item 7.01 Regulation FD Disclosure.
The Company issued a press release announcing the appointment of Mr. Lilly. A
copy of the press release is furnished as Exhibits 99.1 to this Current Report
on Form 8-K and is incorporated in this Item 7.01 by reference.
The information in this Item 7.01 (including Exhibit 99.1) of this Form 8-K is
being furnished and shall not be deemed "filed" for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
otherwise subject to the liabilities of that Section, nor shall it be deemed to
be incorporated by reference into any filing of the Company under the Securities
Act of 1933, as amended, or the Exchange Act, except as expressly set forth by
specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press Release dated De cember 14 , 2021
104 Cover Page Interactive Data File (embedded within the inline XBRL document)
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