MongoDB Inc.
11/20/2024 | Press release | Distributed by Public on 11/20/2024 15:40
Amendments to Bylaws Form 8 K
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On November 14, 2024, the Board of Directors (the "Board") of MongoDB, Inc. (the "Company"), upon the recommendation of the Nominating and Corporate Governance Committee of the Board, approved and adopted the Amended and Restated Bylaws of the Company (the "Restated Bylaws"), effective as of November 14, 2024, to clarify and implement certain procedural and disclosure requirements for Company stockholders proposing director nominations for consideration at the Company's annual or special meetings of stockholders in connection with the "universal proxy" rules adopted by the Securities and Exchange Commission pursuant to Rule 14a-19 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Restated Bylaws also include other technical, conforming, clarifying and modernizing revisions.
The Restated Bylaws include, without limitation, amendments to:
•clarify certain procedural requirements with respect to the making of director nominations, calling of special meetings and bringing of other business by stockholders, primarily related to the delivery of notices and the number of nominees that stockholders may nominate for election;
•enhance the disclosure requirements for the making of director nominations and bringing of other business by stockholders to include additional information regarding such stockholders and their affiliates;
•require that any stockholder making director nominations pursuant to Rule 14a-19 of the Exchange Act comply with Rule 14a-19 of the Exchange Act and include a representation that such stockholder intends to solicit the holders of shares of the Company's common stock representing at least 67% of the voting power of the shares entitled to vote on the election of directors and provide reasonable evidence of compliance with Rule 14a-19 of the Exchange Act;
•add a requirement that stockholder nominees for director complete a questionnaire and provide certain other information, representations and agreements that the Company may reasonably request;
•require any stockholder soliciting proxies from other stockholders to use a proxy card color other than white, with white proxy cards being reserved for exclusive use by the Board; and
•remove provisions that are no longer applicable in light of the Final Conversion Date (as defined in the Company's Amended and Restated Certificate of Incorporation) having occurred.
The foregoing description of the Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the Restated Bylaws, a copy of which is filed herewith as Exhibit 3.1 and is incorporated herein by reference.