MongoDB (MDB) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 30, 2026, with four main proposals: election of three directors, advisory approval of executive compensation, ratification of the auditor, and elimination of supermajority vote requirements.

• Only stockholders of record as of May 1, 2026, may vote; each share has one vote, and cumulative voting is not permitted.

• The board and committees maintain strong governance practices, including board independence, annual evaluations, and proxy access for shareholders.

• The company emphasizes ESG integration, sustainability, and human capital management, with a formal ESG governance framework and ambitious environmental targets.

Voting matters and shareholder proposals

• Proposal 1: Elect three Class III directors (Archana Agrawal, Hope Cochran, Dwight Merriman) to serve until 2029.

• Proposal 2: Advisory vote to approve named executive officer compensation.

• Proposal 3: Ratify PricewaterhouseCoopers LLP as independent auditor for fiscal year ending January 31, 2027.

• Proposal 4: Approve amendment to eliminate supermajority vote requirements in the certificate of incorporation.

• Shareholders may submit proposals or director nominations for the 2027 meeting between March 2 and April 1, 2027.

Board of directors and corporate governance

• Eight of ten directors are independent; all board committees are fully independent.

• Chairperson and CEO roles are separated; annual board and committee self-evaluations are conducted.

• Board committees include audit, compensation, nominating and corporate governance, and security, each with defined responsibilities.

• Proxy access allows shareholders with 3% ownership for three years to nominate directors.

• No poison pill, single class of stock, and stock ownership guidelines for directors and executives.