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Section 1: 8-K (8-K)

false0001441816 0001441816 2020-02-06 2020-02-06
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 6, 2020
(Exact Name of Registrant as Specified in its Charter)
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of Incorporation)
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1633 Broadway
38th Floor
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Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Securities registered pursuant to Section 12(b) of the Exchange Act:
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Class A Common Stock, par value $0.001 per share
The Nasdaq Stock Market LLC
(Nasdaq Global Market)
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.    

On February 6, 2020 the Board of Directors (the “Board”) of MongoDB, Inc. (the "Company"), increased the size of the Board from nine to ten directors and, following the recommendation of the Nominating and Corporate Governance Committee, appointed Mark Porter to serve as a member of the Board, effective February 6, 2020. Mr. Porter's term will expire at the Company’s 2021 Annual Meeting of Stockholders. The Board has determined that Mr. Porter is “independent” as contemplated by the rules of the Nasdaq Stock Market LLC and other governing laws and applicable regulations. Mr. Porter has not been named to any committees of the Board.

Mr. Porter, age 53, has been the Chief Technology Officer (CTO) of Mobility and Core Technology at Grab, an on-demand transportation, food, package delivery, digital payments and financial services company, since October 2018. Previously, Mr. Porter was a General Manager at Amazon Web Services, from May 2013 until October 2018, where he led the Relational Database Service (RDS), Amazon Aurora and RDS for PostgreSQL, the AWS Database Migration Service, and the AWS Schema Conversion Tool. Prior to Amazon, Mr. Porter held various roles including CTO of the Shared Learning Initiative at NewsCorp and Vice President of Engineering at Oracle Corporation, as well as working at NASA/JPL and being an early member of the Oracle Database Kernel group. Mr. Porter also currently serves on the Board of Directors of Splyt, a global mobility company. He previously served, from March 2018 until January 2020, as a Board Advisor to MariaDB, a database company. He holds a BS in Computer Science from Caltech.    

There is no arrangement or understanding between Mr. Porter and any other person pursuant to which he was selected as a director, and there is no family relationship between Mr. Porter and any of the Company’s other directors or executive officers. There are no transactions between Mr. Porter and the Company that would be required to be reported under Item 404(a) of Regulation S-K.

As a non-employee director of the Company, Mr. Porter will be eligible to participate in the Company’s compensation arrangements for non-employee directors. Under the terms of those arrangements, which are described in more detail in the Company’s annual proxy statement filed with the SEC on May 30, 2019, Mr. Porter will receive annual cash compensation of $30,000 for his service as a member of the Board and an initial equity award of restricted stock units, valued at $330,000, based on the average closing price of the Company’s Class A common stock on the Nasdaq Global Market for the 30 trading days immediately prior to the grant date. The award will vest annually over three years, subject to Mr. Porter’s continued service through each vesting date.

In connection with this appointment, the Company and Mr. Porter entered into the Company’s standard form of indemnification agreement, a copy of which was filed as Exhibit 10.5 to Form S-1 filed with the SEC on September 21, 2017. This agreement requires the Company to indemnify Mr. Porter, to the fullest extent permitted by Delaware law, for certain liabilities to which he may become subject as a result of his affiliation with the Company.

Item7.01.    Regulation FD Disclosure.
On February 10, 2020, the company issued a press release related to the appointment of Mark Porter to the Company's Board of Directors.  A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8‑K and is incorporated herein by reference.

The information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or subject to the liabilities of that section. The information shall not be deemed incorporated by reference into any other filing with the Securities and Exchange Commission (the “SEC”) made by the Company, regardless of any general incorporation language in such filing.

Item 9.01    Financial Statements and Exhibits.
(d)    Exhibits
Exhibit No.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: February 10, 2020
/s/Michael Gordon
Name: Michael Gordon
Title: Chief Operating Officer and Chief Financial Officer

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Section 2: EX-99.1 (EXHIBIT 99.1)

MongoDB Appoints Mark Porter to the Board of Directors Cloud database veteran and former AWS & Oracle executive brings decades of database experience to MongoDB Board Company Release - 2/10/2020 9:00 AM ET NEW YORK, Feb. 10, 2020 /PRNewswire/ -- MongoDB, Inc. (NASDAQ: MDB), the leading, modern, general purpose database platform, today announced it has appointed Mark Porter to its Board of Directors. Porter is currently the Chief Technology Of�cer of Grab, an on-demand transportation, food, package delivery, digital payments, and �nancial services company in Southeast Asia, and has been a pioneer in the database industry for decades. Previously, Porter led many of Amazon Web Services' (AWS) database efforts including AWS Relational Database Service (RDS), Amazon Aurora and RDS for PostgreSQL, the AWS Database Migration Service and the AWS Schema Conversion Tool. Prior to Amazon, Porter held various roles including CTO of the Shared Learning Initiative at NewsCorp, Vice President of Engineering at Oracle Corporation, as well as working at NASA/JPL and being an early member of the Oracle Database Kernel group.

"There are few people that can match Mark's expertise around cloud computing, distributed systems, and database engineering at scale from both a supplier and customer perspective," said Dev Ittycheria, President & CEO of MongoDB. "As MongoDB continues to see rapid adoption of our global cloud database, Atlas, and our expanding data platform, Mark's unique insight and experience will be invaluable as we march towards our goal of making MongoDB the industry standard data platform for modern applications." Porter began his technology career at age 16 when he began coding professionally. He currently serves on the Board of Directors of Splyt, a global mobility company, and he holds a BS in Computer Science from Caltech. "I've had the fortunate experience of being both a supplier and a customer of innovative data technologies that can fundamentally transform a business. MongoDB's document model, expressive query language, and scalable architecture enable developers to innovate incredibly quickly to serve the most demanding use cases," said Porter. "As a result, MongoDB has seen wide adoption across millions of developers and commercial use by thousands of customers across almost every vertical industry. I'm pleased to join MongoDB's board to help Dev and the leadership team build the next great data platform company." About MongoDB MongoDB is the leading modern, general purpose database platform, designed to unleash the power of software and data for developers and the applications they build. Headquartered in New York, MongoDB has more than 15,900 customers in over 100 countries. The MongoDB database platform has been downloaded over 80 million times and there have been more than one million MongoDB University registrations. Investor Relations Brian Denyeau ICR for MongoDB 646-277-1251 [email protected] Media Relations Mark Wheeler MongoDB, North America

866-237-8815 x7186 [email protected] Forward-Looking Statements This press release includes certain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements concerning our future growth, the continued rapid adoption of MongoDB Atlas and our global cloud database, the potential of our offerings and our ability to become the industry standard for modern applications. These forward-looking statements include, but are not limited to, plans, objectives, expectations and intentions and other statements contained in this press release that are not historical facts and statements identi�ed by words such as "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "plan," "project," "will," "would" or the negative or plural of these words or similar expressions or variations. These forward-looking statements re�ect our current views about our plans, intentions, expectations, strategies and prospects, which are based on the information currently available to us and on assumptions we have made. Although we believe that our plans, intentions, expectations, strategies and prospects as re�ected in or suggested by those forward-looking statements are reasonable, we can give no assurance that the plans, intentions, expectations or strategies will be attained or achieved. Furthermore, actual results may differ materially from those described in the forward-looking statements and are subject to a variety of assumptions, uncertainties, risks and factors that are beyond our control including, without limitation: our limited operating history; our history of losses; failure of our database platform to satisfy customer demands; the effects of increased competition; our investments in new products and our ability to introduce new features, services or enhancements; our ability to effectively expand our sales and marketing organization; our ability to continue to build and maintain credibility with the developer community; our ability to add new customers or increase sales to our existing customers; our ability to maintain, protect, enforce and enhance our intellectual property; the growth and expansion of the market for database products and our ability to penetrate that market; our ability to integrate acquired businesses and technologies successfully or achieve the expected bene�ts of such acquisitions; our ability to maintain the security of our software and adequately address privacy concerns; our ability to manage our growth effectively and successfully recruit and retain additional highly-quali�ed personnel; the price volatility of our common stock; and those risks detailed from time-to-time under the caption "Risk Factors"

and elsewhere in our Securities and Exchange Commission ("SEC") �lings and reports, including our Annual Report on Form 10-K �led on April 1, 2019 and our Quarterly Report on Form 10-Q �led on December 10, 2019, as well as future �lings and reports by us. Except as required by law, we undertake no duty or obligation to update any forward-looking statements contained in this release as a result of new information, future events, changes in expectations or otherwise. SOURCE MongoDB, Inc. Related Links

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