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NASDAQ: MDB MongoDB, Inc. 8-K

MongoDB eliminates supermajority voting requirements, elects three directors

Filed July 6, 2026 · Period ending June 30, 2026 · ~1 min read

4 key changes 1 section

Key Changes

  • medium

    Shareholders approved charter amendment eliminating supermajority vote requirements with 99.9% support (58,762,935 for, 68,287 against), effective July 1, 2026. This reduces voting thresholds for certain corporate actions from supermajority to simple majority.

    Item 5.03 — Amendments to Articles of Incorporation or Bylaws verify on EDGAR →
  • low

    Elected three Class III directors to serve until 2029: Archana Agrawal (78.6% support, 46,240,992 for vs 12,616,760 withheld), Hope Cochran (72.5%, 42,656,764 for vs 16,200,988 withheld), and Dwight Merriman (80.4%, 47,316,152 for vs 11,541,600 withheld). 9,262,190 broker non-votes.

    Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
  • low

    Approved executive compensation on advisory basis with 89.2% support (52,364,797 for vs 6,338,858 against). 9,262,190 broker non-votes.

    Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
  • low

    Ratified PricewaterhouseCoopers LLP as auditor for fiscal year ending January 31, 2027, with 96.0% support (65,331,456 for vs 2,754,179 against).

    Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →

Summary

MongoDB held its annual meeting on June 30, 2026, where shareholders approved a governance change eliminating supermajority voting requirements from the company's charter. The amendment, which received near-unanimous support (99.9%), became effective July 1, 2026, after filing with Delaware.

This change makes it easier for shareholders to effect certain corporate actions by reducing vote thresholds from supermajority to simple majority. Shareholders also elected three Class III directors to three-year terms and approved routine governance matters. The say-on-pay vote passed with 89.2% support, and the auditor ratification received 96.0% approval.

All director elections showed healthy support levels ranging from 72.5% to 80.4%. The charter amendment represents the most material outcome, as it shifts governance power dynamics in favor of shareholder flexibility for future corporate decisions.

Section-by-Section Diff

Event · Item 5.03 — Amendments to Articles of Incorporation or Bylaws

~200 words

MongoDB eliminated supermajority voting requirements from its charter following shareholder approval at the June 30, 2026 annual meeting.

1 Added
Added Charter amendment - supermajority removal medium

Added in current filing · verify on EDGAR →

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").

Shareholders approved amendments to MongoDB's certificate of incorporation that eliminate supermajority voting requirements. This governance change typically makes it easier for shareholders to effect certain corporate actions by reducing the vote threshold from supermajority (often two-thirds or more) to simple majority. The amended charter was filed with Delaware on July 1, 2026 and became effective that same day.

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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 10, 2026 · How we verify