01—Abstract
Summary
Summary of the 8-K filed July 3, 2025. Cited figures are marked; the original filing is the authoritative source.
MongoDB, Inc. held its Annual Meeting of Stockholders on June 30, 2025, and this Form 8-K reports the voting results on five proposals.
Stockholders re-elected Francisco D'Souza, Charles M. Hazard, Jr. and Tom Killalea as Class II directors, each to serve until the 2028 Annual Meeting. Votes for D'Souza were 53,610,193 with 4,180,403 withheld, for Hazard 36,304,455 with 21,486,141 withheld, and for Killalea 51,573,580 with 6,217,016 withheld, with 9,590,233 broker non-votes reported for each director.
Stockholders also approved, on a non-binding advisory basis, the compensation of the named executive officers, with 47,508,442 votes for and 10,120,841 against. In the advisory vote on frequency, the largest share of votes, 56,732,309, favored an annual frequency for future say-on-pay votes, and the stockholders approved that annual frequency. Stockholders ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending January 31, 2026, with 66,169,029 votes for and 1,142,941 against.
Stockholders also approved a charter amendment limiting the liability of certain officers as permitted by Delaware law, with 50,001,328 votes for and 7,740,493 against. The filing states that more detailed descriptions of each proposal appear in the definitive proxy statement filed with the SEC on May 20, 2025. Investors should note that the filing reports the voting outcomes only and does not describe any new financial results or strategic actions.
02—Key points
Key Highlights
- Annual Meeting of Stockholders held June 30, 2025, with five proposals voted on
- Francisco D'Souza, Charles M. Hazard, Jr. and Tom Killalea re-elected as Class II directors until the 2028 Annual Meeting; Hazard received 36,304,455 votes for and 21,486,141 withheld, the lowest support of the three nominees
- Non-binding say-on-pay proposal approved, with 47,508,442 votes for, 10,120,841 against and 161,313 abstentions
- Stockholders approved an annual frequency for future advisory say-on-pay votes, with 56,732,309 votes for one year, 806,102 for three years and 15,893 for two years
- PricewaterhouseCoopers LLP ratified as independent registered public accounting firm for the fiscal year ending January 31, 2026, with 66,169,029 votes for and 1,142,941 against
- Charter amendment limiting liability of certain officers as permitted by Delaware law approved, with 50,001,328 votes for and 7,740,493 against
- Detailed proposal descriptions are in the definitive proxy statement filed May 20, 2025
03—Questions
Frequently Asked Questions
Which directors were elected at the June 30, 2025 Annual Meeting, and for how long?
Francisco D'Souza, Charles M. Hazard, Jr. and Tom Killalea were each elected as Class II directors to serve until the 2028 Annual Meeting of Stockholders, or until a successor is duly elected or the director's earlier death, resignation or removal.
How did stockholders vote on executive compensation?
Stockholders approved, on a non-binding advisory basis, the compensation of the named executive officers. The vote was 47,508,442 for, 10,120,841 against, 161,313 abstentions and 9,590,233 broker non-votes.
How often will MongoDB hold advisory votes on executive compensation going forward?
Stockholders approved an annual frequency for future non-binding advisory votes on named executive officer compensation. The votes were 56,732,309 for one year, 15,893 for two years, 806,102 for three years and 236,292 abstentions.
Who is MongoDB's independent auditor, and was the selection approved?
Stockholders ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending January 31, 2026. The vote was 66,169,029 for, 1,142,941 against and 68,859 abstentions.
What did the charter amendment approved at the meeting do?
Stockholders approved an amendment to the Company's charter to limit the liability of certain officers as permitted by Delaware law. The vote was 50,001,328 for, 7,740,493 against, 48,775 abstentions and 9,950,233 broker non-votes.
04—Continue