[8-K] MongoDB, Inc. Reports Material Event

Rhea-AI Filing Summary

On 30 June 2025, MongoDB, Inc. (Nasdaq: MDB) convened its Annual Meeting of Stockholders and disclosed the voting results in an 8-K filing (Item 5.07).

• Board elections: Class II directors Francisco D’Souza (92.8% support), Charles M. Hazard, Jr. (62.8%), and Tom Killalea (89.2%) were elected to serve until the 2028 meeting.
• Say-on-pay: Executive compensation was approved on an advisory basis with 82.1% of votes cast in favor (47.5 M for vs. 10.1 M against).
• Say-on-pay frequency: Shareholders favored an annual advisory vote with 98.4% (56.7 M) supporting a one-year cadence.
• Auditor ratification: PricewaterhouseCoopers LLP was re-appointed as independent auditor for FY 2026 with 97.3% support.
• Charter amendment: An amendment limiting certain officer liabilities under Delaware law passed with 86.6% approval.

No other material business or financial results were reported. All proposals garnered substantial majority support, indicating broad shareholder alignment with current governance, compensation, and audit practices.

Positive

• All five proposals passed with comfortable majorities, indicating strong shareholder alignment and low governance friction.
• 97.3% approval for re-appointing PwC reduces audit continuity risk.
• Adoption of annual say-on-pay keeps executive-compensation feedback loop tight, which can enhance governance perception.

Negative

• Support for director Charles M. Hazard, Jr. was noticeably lower (62.8%) than peers, hinting at localized shareholder concern.

Insights

Corporate Governance Expert

TL;DR: Routine annual-meeting matters passed comfortably; governance stance remains stable, impact modest.

The voting outcomes show shareholders largely endorsing MongoDB’s existing governance structure. Director re-elections drew strong support except for Hazard’s lower 62.8%, suggesting some concern but not enough to jeopardize tenure. Say-on-pay and annual frequency approvals reaffirm confidence in executive remuneration strategy. Auditor ratification at 97% signals no audit-quality issues. Approval of the charter amendment aligns MDB with recent Delaware law changes that cap officer liability, a move many tech peers have adopted to enhance officer recruitment and retention. Overall, these are routine governance items with limited direct financial impact; nevertheless, continued shareholder alignment reduces headline risk.

Portfolio Manager

TL;DR: Results are neutral for valuation; no catalysts or red flags detected.

From an investor’s perspective, the 8-K does not alter MDB’s growth narrative or cash-flow outlook. The charter amendment slightly improves officer protection but is unlikely to affect operating performance. The relatively lower support for one director warrants monitoring but does not indicate an activist threat. Given the absence of earnings data or strategic announcements, I classify the filing as administrative and not impactful to near-term share price.

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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, 2025

___________________

MONGODB, INC.

(Exact Name of Registrant as Specified in its Charter)

___________________ 

Delaware						001-38240			26-1463205
(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 class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, par value $0.001 per share

MDB

The 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 5.07    Submission of Matters to a Vote of Security Holders.

On June 30, 2025, MongoDB, Inc. (the “Company”) held its Annual Meeting of Stockholders (“Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on the five proposals set forth below. A more detailed description of each proposal is set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on May 20, 2025.

Proposal 1 – Election of Directors

Each of Francisco D'Souza, Charles M. Hazard, Jr. and Tom Killalea was elected to serve as a Class II director of the Company’s Board of Directors until the 2028 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
Francisco D'Souza						53,610,193						4,180,403						9,590,233
Charles M. Hazard, Jr.						36,304,455						21,486,141						9,590,233
Tom Killalea						51,573,580						6,217,016						9,590,233

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
47,508,442						10,120,841						161,313						9,590,233

Proposal 3 – Approval, on a non-binding advisory basis, of the frequency of future non-binding advisory votes on the compensation of our named executive officers

The stockholders approved, on a non-binding advisory basis, an annual frequency of future non-binding advisory votes on the compensation of the Company’s named executive officers, by the following votes:

1 Year						2 Years						3 Years						Abstentions						Broker Non-Votes
56,732,309						15,893						806,102						236,292						9,590,233

Proposal 4 – 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, 2026, by the following votes:

Votes For						Votes Against						Abstentions
66,169,029						1,142,941						68,859

Proposal 5 – Approval of an amendment to the Company's charter to limit the liability of certain officers as permitted by Delaware law

The stockholders approved an amendment to the Company’s charter to limit the liability of certain officers as permitted by Delaware law, by the following votes:

Votes For						Votes Against						Abstentions						Broker Non-Votes
50,001,328						7,740,493						48,775						9,950,233

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 3, 2025			By:						/s/ Andrew Stephens
									Name: Andrew Stephens Title: General Counsel and Secretary

FAQ

What directors were elected at MongoDB's 2025 Annual Meeting?

Francisco D’Souza, Charles M. Hazard, Jr., and Tom Killalea were elected as Class II directors until 2028.

Did MongoDB (MDB) shareholders approve the 2025 executive compensation package?

Yes, 82.1% of votes supported the non-binding say-on-pay proposal (47.5 M for vs. 10.1 M against).

How often will MongoDB hold future say-on-pay votes?

Shareholders chose an annual frequency with 56.7 M votes, eclipsing other options.

Was PwC re-appointed as MongoDB's auditor for FY 2026?

Yes, 97.3% of votes favored ratifying PricewaterhouseCoopers LLP.

What is the new charter amendment approved by MongoDB shareholders?

The amendment limits liability for certain officers as permitted by Delaware law, passing with 86.6% support.

Are the 2025 Annual Meeting results expected to impact MDB's stock price?

The filing contains routine governance items with no direct financial or strategic disclosures; impact is considered neutral.