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MongoDB (NASDAQ: MDB) investors end supermajority rules and re-elect directors

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

MongoDB, Inc. reported results from its Annual Meeting of Stockholders. Stockholders approved amendments to the company’s certificate of incorporation to eliminate supermajority vote requirements, and the new Twelfth Amended and Restated Certificate of Incorporation became effective on July 1, 2026.

Three Class III directors — Archana Agrawal, Hope Cochran and Dwight Merriman — were re‑elected to serve until the 2029 annual meeting. Stockholders also approved, on a non‑binding advisory basis, the compensation of the company’s named executive officers and ratified the selection of PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending January 31, 2027.

Positive

  • None.

Negative

  • None.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Charter amendment votes for 58,762,935 votes Approval to eliminate supermajority vote requirements
Say-on-pay votes for 52,364,797 votes Non-binding approval of executive compensation
Auditor ratification votes for 65,331,456 votes Ratification of PricewaterhouseCoopers LLP for FY ending Jan 31, 2027
Director votes for – Archana Agrawal 46,240,992 votes Election as Class III director
Director votes for – Dwight Merriman 47,316,152 votes Election as Class III director
Broker non-votes on key proposals 9,262,190 votes Broker non-votes on Proposals 1, 2 and 4
supermajority vote requirements regulatory
"amendments to the Company's Existing Charter to eliminate supermajority vote requirements"
Amended and Restated Certificate of Incorporation regulatory
"full text of the new Twelfth Amended and Restated Certificate of Incorporation"
A company’s amended and restated certificate of incorporation is an updated version of its foundational legal charter that replaces the older document and folds in all changes into one clear copy; it spells out corporate structure, classes of stock, shareholder rights and key governance rules. Investors care because it can change who controls the company, how votes are counted, what claims shareholders have on assets or dividends, and can introduce or remove protections against takeovers—like updating a house title after a major renovation to show who owns what and under what rules.
non-binding advisory basis financial
"approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers"
A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.
independent registered public accounting firm financial
"selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
broker non-votes financial
"Votes For | Votes Against | Abstentions | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
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Understanding 8-K Material Events →
0001441816False1/3100014418162026-06-302026-06-3000014418162026-02-012027-01-31

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
FORM 8-K
___________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 30, 2026
___________________
MONGODB, INC.
(Exact Name of Registrant as Specified in its Charter)
___________________ 
Delaware001-3824026-1463205
(State or Other Jurisdiction
of Incorporation)		(Commission File Number)(IRS Employer
Identification No.)
1633 Broadway,
38th Floor
 
New York,
NY
10019
(Address of Principal Executive Offices) (Zip Code)
646-727-4092
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
___________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.001 per shareMDBThe Nasdaq Stock Market LLC
(Nasdaq Global Market)
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 5.03     Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 30, 2026, MongoDB, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”), at which stockholders approved amendments to the Company's Amended and Restated Certificate of Incorporation (the "Existing Charter") to eliminate supermajority vote requirements (the "Supermajority Removal Amendment"). A summary of the Supermajority Removal Amendment was included in Proposal 4 in the Company's definitive proxy statement filed with the Securities and Exchange Commission (the "SEC") on May 19, 2026 and the supplement to the definitive proxy statement, filed with the SEC on June 1, 2026 (together, the "Proxy Statement"), which summary is incorporated herein by reference and is qualified in its entirety by reference to the full text of the new Twelfth Amended and Restated Certificate of Incorporation filed herewith as Exhibit 3.1 (the "Amended and Restated Charter").
The Amended and Restated Charter of the Company was filed with the Secretary of State of the State of Delaware on July 1, 2026 and became effective on July 1, 2026.
Item 5.07    Submission of Matters to a Vote of Security Holders.
On June 30, 2026, the Company held its Annual Meeting. At the Annual Meeting, the Company’s stockholders voted on the four proposals set forth below. A more detailed description of each proposal is set forth in the Company’s Proxy Statement.
Proposal 1 – Election of Directors.
Each of Archana Agrawal, Hope Cochran and Dwight Merriman was elected to serve as a Class III director of the Company’s Board of Directors until the 2029 Annual Meeting of Stockholders and until his or her successor has been duly elected, or if sooner, until the director’s death, resignation or removal, by the following votes:
Nominee
Votes For
Votes Withheld
Broker Non-Votes
Archana Agrawal46,240,99212,616,7609,262,190
Hope Cochran42,656,76416,200,9889,262,190
Dwight Merriman47,316,15211,541,6009,262,190
Proposal 2 – Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers.
The stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers, by the following votes:
Votes For
Votes Against
Abstentions
Broker Non-Votes
52,364,7976,338,858154,0979,262,190
Proposal 3 – Ratification of the selection of Independent Registered Public Accounting Firm.
The stockholders ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending January 31, 2027, by the following votes:
Votes For
Votes Against
Abstentions
Broker Non-Votes
65,331,4562,754,17934,307—

Proposal 4 – Approval of an amendment to the Company's Existing Charter to eliminate supermajority vote requirements.
The stockholders approved an amendment to the Company’s Existing Charter to eliminate supermajority vote requirements, by the following votes:
Votes For
Votes Against
Abstentions
Broker Non-Votes
58,762,93568,28726,5309,262,190



Item 9.01     Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.Description
3.1
Twelfth Amended and Restated Certificate of Incorporation of MongoDB, Inc.
104Cover Page Interactive Data File (embedded within the Inline XBRL document)




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
MONGODB, INC.
Dated: July 6, 2026By:/s/ Andrew Stephens
Name: Andrew Stephens
Title: Chief Legal Officer and Secretary





Source: View Original Filing on SEC EDGAR

FAQ

What governance change did MongoDB (MDB) stockholders approve at the 2026 annual meeting?

Stockholders approved an amendment to MongoDB’s charter eliminating supermajority vote requirements. This change, reflected in the Twelfth Amended and Restated Certificate of Incorporation, shifts key stockholder decisions to standard voting thresholds, potentially making future governance actions easier to approve.

Which directors were elected at MongoDB (MDB)’s 2026 Annual Meeting of Stockholders?

Stockholders elected Archana Agrawal, Hope Cochran and Dwight Merriman as Class III directors. Each will serve on MongoDB’s board until the 2029 annual meeting, or until an earlier death, resignation or removal, continuing the company’s existing board leadership structure.

How did MongoDB (MDB) stockholders vote on executive compensation in 2026?

Stockholders approved, on a non-binding advisory basis, MongoDB’s named executive officer compensation with 52,364,797 votes for, 6,338,858 against and 154,097 abstentions. There were 9,262,190 broker non-votes, indicating broad but not unanimous support for the company’s pay programs.

Which auditing firm did MongoDB (MDB) stockholders ratify for the 2027 fiscal year?

Stockholders ratified PricewaterhouseCoopers LLP as MongoDB’s independent registered public accounting firm for the fiscal year ending January 31, 2027. The ratification received 65,331,456 votes for, 2,754,179 against and 34,307 abstentions, reflecting strong overall support for the existing auditor relationship.

How strong was support for removing supermajority vote requirements at MongoDB (MDB)?

The amendment to eliminate supermajority vote requirements received 58,762,935 votes for, 68,287 against and 26,530 abstentions, with 9,262,190 broker non-votes. This indicates very high approval among shares that voted on the governance change proposal.

What is the new charter document approved by MongoDB (MDB) stockholders?

MongoDB filed a Twelfth Amended and Restated Certificate of Incorporation after stockholder approval. This document, effective July 1, 2026, incorporates the changes eliminating supermajority voting provisions and now governs the company’s corporate structure under Delaware law.

Filing Exhibits & Attachments

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