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MongoDB Inc

For the period ended Jan 31, 2024. Filed May 16, 2024.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jan 31, 2024 · Filed May 16, 2024

MDB$312.83+2.7%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to § 240.14a-12

MONGODB, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply)

☒No fee required
☐Fee paid previously with preliminary materials
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

MongoDB, Inc.

1633 Broadway, 38th Floor

New York, New York 10019

Notice of Annual Meeting of Stockholders

To Be Held on June 25, 2024 at 10:00 a.m. Eastern Time

To the Stockholders of MongoDB, Inc.:

On behalf of our board of directors, it is our pleasure to invite you to attend the 2024 annual meeting of stockholders of MongoDB, Inc., a Delaware corporation.

The meeting will be held virtually, via live webcast atwww.virtualshareholdermeeting.com/MDB2024, originating from New York, New York, on Tuesday, June 25, 2024 at 10:00 a.m. Eastern Time. We believe hosting a virtual meeting enables expanded access for our stockholders, improved communication and cost savings, which in turn lead to increased stockholder attendance and participation from locations around the world. Stockholders attending the virtual meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting. We encourage you to attend online and participate. The record date for the meeting is April 26, 2024. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof.

Your vote is very important. Whether or not you plan to attend the meeting, we urge you to vote by proxy to ensure your vote is counted.

The meeting will be held for the following purposes:

  1. To elect three Class I directors, Roelof Botha, Dev Ittycheria and Ann Lewnes, each to serve until our annual meeting of stockholders in 2027;

  2. To approve, on a non-binding advisory basis, the compensation of our named executive officers;

  3. To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending January 31, 2025; and

  4. To conduct any other business properly brought before the meeting or any adjournments or postponements thereof.

These items of business are more fully described in the proxy materials accompanying this notice.

The Notice of Internet Availability of Proxy Materials is being mailed, and the attached proxy statement is being made available, to our shareholders beginning on or about May 16, 2024.

On behalf of the board of directors and the management team, thank you for your investment and interest in MongoDB.

By Order of the Board of Directors
May 16, 2024Andrew Stephens
General Counsel and Secretary

You are cordially invited to attend the virtual annual meeting. Whether or not you expect to attend the meeting, you are urged to vote and submit your proxy by following the procedures described in the proxy card. Even if you have voted by proxy, you may still vote during the meeting. Please note, however, that if your shares are held of record by a broker, bank or other similar organization and you wish to vote during the meeting, you must follow the instructions from such organization.

Questions and Answers2
Board of Directors and Corporate Governance8
Proposal 1 – Election of Directors24
Information Regarding Director Nominees and Current Directors25
Director Compensation28
Proposal 2 – Approval, on a Non-binding Advisory Basis. of the Compensation of Our Named Executive Officers31
Executive Officers32
Executive Compensation33
• Compensation Discussion and Analysis33
• Compensation Committee Report50
• Executive Compensation Tables51
CEO Pay Ratio56
Pay Versus Performance57
Equity Compensation Plan Information63
Proposal 3 – Ratification of Selection of Independent Registered Public Accounting Firm64
Audit Committee Report66
Security Ownership of Certain Beneficial Owners and Management67
Other Matters70

i

MongoDB, Inc.

1633 Broadway, 38th Floor

New York, New York 10019

Proxy Statement

For the 2024 Annual Meeting of Stockholders

To Be Held on June 25, 2024 at 10:00 a.m. Eastern Time

Our board of directors is soliciting your proxy to vote at the 2024 annual meeting of stockholders of MongoDB, Inc., a Delaware corporation, to be held virtually, via live webcast atwww.virtualshareholdermeeting.com/MDB2024, originating from New York, New York, on Tuesday, June 25, 2024, at 10:00 a.m. Eastern Time, and any adjournment or postponement thereof. We believe that hosting a virtual meeting enables participation by more of our stockholders, while lowering the cost of conducting the meeting. Stockholders attending the virtual meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting.

For the meeting, we have elected to furnish our proxy materials, including this proxy statement and our Annual Report on Form 10-K for the fiscal year ended January 31, 2024 (the “Annual Report”), to our stockholders primarily via the internet. On or about May 16, 2024, we intend to mail to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) that contains notice of the meeting and instructions on how to access our proxy materials on the internet, how to vote at the meeting and how to request printed copies of the proxy materials. Stockholders may request to receive all future materials in printed form by mail or electronically by e-mail by following the instructions contained in the Notice. A stockholder’s election to receive proxy materials by mail or email will remain in effect until revoked. We encourage stockholders to take advantage of the availability of proxy materials on the internet to help reduce the environmental impact and cost of our annual meeting.

Only stockholders of record at the close of business on April 26, 2024, will be entitled to vote at the meeting. On this record date, there were 73,349,995 shares of common stock outstanding and entitled to vote (the “common stock”). Each holder of common stock will have the right to one vote per share of common stock. A list of stockholders entitled to vote at the meeting will be available for examination during normal business hours by any stockholderfor any purpose germane to the meeting for ten days before the meeting at our address above. For instructions on how to attend the virtual annual meeting, please see page 2 of this proxy statement.

In this proxy statement, we refer to MongoDB, Inc. as “MongoDB,” “we” or “us” and the board of directors of MongoDB as “our board of directors.” The Annual Report, which contains consolidated financial statements as of and for the fiscal year ended January 31, 2024, accompanies this proxy statement. You also may obtain a copy of the Annual Report without charge by writing to our Secretary at 499 Hamilton Ave, Palo Alto, CA 94301, Attention: Secretary.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.