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Annual Report
2023
Build the next big thing
MongoDB, Inc.
1633 Broadway, 38th Floor
New York, New York 10019
Notice of Annual Meeting of Stockholders
To Be Held on June 27, 2023 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 2023 annual meeting of stockholders of MongoDB, Inc., a Delaware corporation.
The meeting will be held virtually, via live webcast at www.virtualshareholdermeeting.com/MDB2023, originating from New York, New York, on Tuesday, June 27, 2023 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 28, 2023. 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:
- To elect three Class III directors, Archana Agrawal, Hope Cochran and Dwight Merriman, each to serve until our annual meeting of stockholders in 2026;
- To approve, on a non-binding advisory basis, the compensation of our named executive officers;
- To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending January 31, 2024; and
- 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.
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
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May 17, 2023 |
Andrew Stephens |
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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.
Table of Contents
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Questions and Answers |
2 |
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Board of Directors and Corporate Governance |
8 |
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Proposal 1 – Election of Directors |
21 |
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Information Regarding Director Nominees and Current Directors |
22 |
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Director Compensation |
25 |
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Proposal 2 – Approval, on a Non-binding Advisory Basis. of the Compensation of Our Named Executive Officers |
28 |
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Executive Officers |
29 |
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Executive Compensation |
30 |
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• Compensation Discussion and Analysis |
30 |
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Executive Compensation Tables |
45 |
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• |
Compensation Committee Report |
50 |
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CEO Pay Ratio |
51 |
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Pay Versus Performance |
52 |
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Equity Compensation Plan Information |
58 |
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Proposal 3 – Ratification of Selection of Independent Registered Public Accounting Firm |
59 |
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Audit Committee Report |
61 |
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Security Ownership of Certain Beneficial Owners and Management |
62 |
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Other Matters |
65 |
MongoDB, Inc.
1633 Broadway, 38th Floor
New York, New York 10019
Proxy Statement
For the 2023 Annual Meeting of Stockholders
To Be Held on June 27, 2023 at 10:00 a.m. Eastern Time
Our board of directors is soliciting your proxy to vote at the 2023 annual meeting of stockholders of MongoDB, Inc., a Delaware corporation, to be held virtually, via live webcast at www.virtualshareholdermeeting.com/MDB2023, originating from New York, New York, on Tuesday, June 27, 2023, 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, 2023 (the “Annual Report”), to our stockholders primarily via the internet. On or about May 17, 2023, 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 28, 2023, will be entitled to vote at the meeting. On this record date, there were 70,531,307 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 stockholder for 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, 2023, 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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Disclaimer
MongoDB Inc. published this content on 17 May 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 May 2023 20:57:10 UTC.
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