MONGODB INC CLASS A (MDB)

Sector: Information Technology

    Home/Companies/MDB/Annual Meeting

2026 Annual Meeting Analysis

MONGODB INC CLASS A · Meeting: June 30, 2026

Policy v1.2high confidenceView Filing ↗
For informational purposes only. This AI-generated analysis applies a published voting policy to publicly available proxy filings. It does not constitute investment advice, proxy voting advice, or a solicitation of any kind. AI analysis may be incomplete or inaccurate — always review the actual filing and make your own independent decision.

Directors FOR

3

Directors AGAINST

0

Say on Pay

FOR

Auditor

FOR

Director Elections

Election of Three Class III Directors

3 FOR
✓ FOR
Archana Agrawal

Agrawal has served since August 2019 and brings deep software industry expertise; MDB's 3-year return of +21.2% outperforms the peer group median by +22.7 percentage points, well below the 65pp threshold needed to trigger a no vote, and no overboarding, attendance, or independence concerns are present.

✓ FOR
Hope Cochran

Cochran has served since December 2016, chairs the audit committee, and qualifies as a financial expert; MDB's strong relative TSR performance clears all policy thresholds, and she holds only one other public board seat (Hasbro), so no overboarding concern applies.

✓ FOR
Dwight Merriman

Merriman has served since July 2020 as a co-founder with deep company and industry knowledge; MDB's 3-year outperformance versus the peer group median (+22.7pp) is far below the 65pp trigger threshold, and no overboarding or independence issues are present.

All three Class III nominees pass every policy screen: MDB's 3-year price return of +21.2% outperforms the compensation peer group median by +22.7 percentage points, which is well below the 65pp threshold required to trigger an against vote under the strong-positive TSR tier. No director is overboarded, attendance was above 75% for all, and each has relevant qualifications supported by a disclosed board skills matrix.

Say on Pay

✓ FOR

CEO

Dev Ittycheria

Total Comp

$15,843,345

Prior Support

82%%

Prior-year say-on-pay support was approximately 82%, comfortably above the 70% threshold that would require remediation. The compensation program is heavily weighted toward variable, long-term equity awards — the proxy discloses that 94.5% of the former CEO's reported pay and 99.6% of the new CEO's reported pay consisted of long-term equity incentives, far exceeding the 50-60% variable pay requirement. MDB's 3-year stock return of +21.2% outperforms the peer group median by +22.7 percentage points, demonstrating that above-benchmark incentive pay is supported by strong shareholder returns, and the company maintains robust clawback policies covering both financial restatements and executive misconduct.

Auditor Ratification

✓ FOR

Auditor

PricewaterhouseCoopers LLP

Tenure

N/A

Audit Fees

$4,173,800

Non-Audit Fees

$537,910

Non-audit fees (audit-related fees of $86,200 + tax fees of $449,710 + other fees of $2,000 = $537,910) represent approximately 12.9% of core audit fees ($4,173,800), well below the 50% threshold that would raise independence concerns. PwC is a Big 4 firm appropriate for a ~$27B market cap company, auditor tenure is not disclosed so the tenure trigger cannot fire, and no material financial restatements are identified in the filing.

Stockholder Proposals

1 proposal submitted by shareholders

Proposal 4

Approval of an Amendment to our Amended and Restated Certificate of Incorporation to Eliminate Supermajority Vote Requirements

✓ FOR
Filed by:Board of Directors (management proposal)OtherCharter Amendment
Board recommends: FOR
board-proposed governance improvementeliminates supermajority requirements

This is a board-proposed charter amendment that would remove supermajority voting requirements, which currently make it harder for ordinary shareholders to pass important measures — typically requiring two-thirds or more of all shares rather than a simple majority. Eliminating supermajority requirements is a mainstream governance improvement that gives shareholders a more meaningful voice and is broadly supported by institutional investors. The policy supports charter amendments that improve governance relative to the current baseline, and this proposal clearly does so.

Overall Assessment

The 2026 MongoDB annual meeting ballot contains four proposals: election of three Class III directors (all recommended FOR given strong relative TSR performance and clean governance profiles), ratification of PwC as auditor (recommended FOR with non-audit fees at a modest 12.9% of audit fees), a say-on-pay vote (recommended FOR given 82% prior-year support, heavily performance-weighted pay structure, and strong stock outperformance versus peers), and a board-proposed charter amendment to eliminate supermajority voting requirements (recommended FOR as a clear shareholder-friendly governance improvement). No significant policy concerns were identified across the ballot.

Filing date: May 19, 2026·Policy v1.2·high confidence

Compensation Peer Group

10 companies disclosed in 2026 proxy filing

CFLTConfluent
CRWDCrowdStrike
DDOGDatadog
ESTCElastic N.V.
HUBSHubSpot
OKTAOkta
SNOWSnowflake
TTDTrade Desk
UUnity Software
ZSZscaler