01—Abstract
Summary
Summary of the 8-K filed July 6, 2026. Cited figures are marked; the original filing is the authoritative source.
MongoDB, Inc. reported in this Form 8-K that its stockholders, at the Annual Meeting of Stockholders held June 30, 2026, approved an amendment to the Existing Charter that eliminates supermajority vote requirements.
The Twelfth Amended and Restated Certificate of Incorporation was filed with the Delaware Secretary of State and became effective July 1, 2026. The summary of the amendment appears in Proposal 4 of the Company's proxy statement, filed May 19, 2026, and its June 1, 2026 supplement, and the full new charter is filed as Exhibit 3.1. At the meeting, stockholders re-elected Archana Agrawal, Hope Cochran and Dwight Merriman as Class III directors, each to serve until the 2029 Annual Meeting.
Stockholders also approved, on a non-binding advisory basis, the compensation of the named executive officers, and ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending January 31, 2027. The filing reports the vote counts for each proposal.
For investors, the principal governance change is the removal of supermajority voting thresholds from the charter, which the filing describes as the reason for the amended charter. The remaining items are routine annual meeting matters, and the vote tallies show majority support for each proposal, with Proposal 4 receiving 58,762,935 votes for and 68,287 against.
02—Key points
Key Highlights
- Stockholders approved an amendment to the Existing Charter to eliminate supermajority vote requirements, with 58,762,935 votes for, 68,287 against, and 26,530 abstentions.
- The Twelfth Amended and Restated Certificate of Incorporation was filed with the Delaware Secretary of State on July 1, 2026 and became effective the same day.
- Archana Agrawal, Hope Cochran and Dwight Merriman were elected as Class III directors to serve until the 2029 Annual Meeting.
- Named executive officer compensation was approved on a non-binding advisory basis, with 52,364,797 votes for and 6,338,858 against.
- PricewaterhouseCoopers LLP was ratified as the independent registered public accounting firm for the fiscal year ending January 31, 2027, with 65,331,456 votes for and 2,754,179 against.
- The Annual Meeting was held June 30, 2026, and the proxy statement with its June 1, 2026 supplement contains the detailed description of each proposal.
03—Questions
Frequently Asked Questions
What charter change did MongoDB's stockholders approve?
Stockholders approved an amendment to the Existing Charter that eliminates supermajority vote requirements. The new Twelfth Amended and Restated Certificate of Incorporation, filed as Exhibit 3.1, became effective July 1, 2026.
When did the charter amendment take effect?
The Amended and Restated Charter was filed with the Delaware Secretary of State on July 1, 2026 and became effective on that date.
Who was elected to the Board of Directors?
Archana Agrawal, Hope Cochran and Dwight Merriman were elected as Class III directors to serve until the 2029 Annual Meeting of Stockholders. Agrawal received 46,240,992 votes for and 12,616,760 withheld, Cochran received 42,656,764 for and 16,200,988 withheld, and Merriman received 47,316,152 for and 11,541,600 withheld.
Which accounting firm was ratified for the current fiscal year?
Stockholders ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending January 31, 2027, with 65,331,456 votes for, 2,754,179 against, and 34,307 abstentions.
Where can investors find the full description of the proposals?
The filing refers investors to the Company's definitive proxy statement filed May 19, 2026, and its supplement filed June 1, 2026, which together contain a detailed description of each proposal, including the summary of the supermajority removal amendment.
04—Continue