APP Shareholder/Stockholder Letter Transcript:
1100 Page Mill Road | Palo Alto, California 94304
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:
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.
MEETING DETAILS
Date
June 4, 2025
Time
10:00 a.m.
Pacific Time
Location
www.virtualshare
holdermeeting.
com/APP2025
YOUR VOTE IS
IMPORTANT
Whether 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.
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 at www.proxyvote.com. You will be
asked to enter the 16 digit control number located on your proxy card.
AppLovin Corporation
i
2025 Proxy Statement
Proxy
Notice of Annual Meeting of
Stockholders
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
37
Our Compensation-Setting Process
38
Compensation Decisions
40
Elements of Executive Pay and 2024 Compensation
41
Other Compensation Information
43
Employment Arrangements
44
Post-Employment Compensation
44
Compensation Risk Assessment
44
Compensation Committee Report
45
Summary Compensation Table for Fiscal Year 2024
46
Grants of Plan-Based Awards in 2024
47
Outstanding Equity Awards at 2024 Year-End
48
Option Exercises and Stock Vested in 2024
49
Potential Payments on Termination or Change in Control
50
Pay Versus Performance
52
CEO Pay Ratio
55
EQUITY COMPENSATION PLAN INFORMATION
56
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
57
CERTAIN RELATIONSHIPS, RELATED PARTY, AND OTHER TRANSACTIONS
60
OTHER MATTERS
63
APPENDIX A
AppLovin Corporation
A-1
iii
2025 Proxy Statement
Proxy
Executive Compensation Policies and Practices
4/22/2025 Letter Continued (Full PDF)