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.

• Proxy materials are primarily distributed electronically to reduce environmental impact and costs, with printed copies available upon request.

Voting matters and shareholder proposals

• Proposals include electing three Class III directors, advisory approval of executive compensation, ratification of PricewaterhouseCoopers LLP as auditor, and amending the charter to eliminate supermajority vote requirements.

• Board recommends voting FOR all proposals.

• Shareholders can submit proposals or director nominations for the next annual meeting, subject to deadlines and requirements.

Board of directors and corporate governance

• Board consists of ten members, with a majority being independent; committees include audit, compensation, nominating and governance, and security.

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

• Proxy access allows eligible shareholders to nominate directors in company proxy materials.

• No poison pill is in place; single class of stock with equal voting rights.