UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
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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.
As further described in Item 5.07 below, the stockholders of HubSpot, Inc. (the “Company”) approved the Company’s 2024 Stock Option and Incentive Plan (the “2024 Plan”) at the Company’s 2024 Annual Meeting of Stockholders (the “Annual Meeting”) held on June 11, 2024. The 2024 Plan was previously approved by the Company’s Board of Directors (the “Board”). The 2024 Plan, which became effective upon the stockholders’ approval at the Annual Meeting, replaces the Company’s 2014 Stock Option and Incentive Plan, as amended (the “2014 Plan”). No further awards will be made under the 2014 Plan, but the 2014 Plan will continue to govern awards previously granted under it.
A description of the 2024 Plan is included in Proposal 4 of the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on April 25, 2024 (the “Proxy Statement”), which summary is incorporated in its entirety herein by reference. The descriptions of the 2024 Plan contained herein and in the Proxy Statement do not purport to be complete and are subject to, and qualified in their entirety by reference to, the full text of the 2024 Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As further described in Item 5.07 below, at the Annual Meeting, upon the recommendation of the Board, the Company's stockholders approved an amendment to the Company’s Seventh Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) to limit the liability of certain officers of the Company in certain circumstances as permitted by Delaware law.
On June 13, 2024, the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware and the Certificate of Amendment became effective upon filing.
The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting was held on June 11, 2024, to consider and vote on the five proposals set forth below, each of which is described in greater detail in the Proxy Statement. The final voting results are set forth below.
Proposal 1 – Election of Directors
The stockholders elected each of the three persons named below to serve as a Class I director to serve a three-year term ending at the 2027 annual meeting or until his or her successor is elected and qualified. The results of such vote were as follows:
Director Name |
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non- Votes |
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Brian Halligan |
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38,187,421 |
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2,726,927 |
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25,767 |
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5,727,647 |
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Ron Gill |
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38,948,392 |
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1,954,461 |
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37,262 |
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5,727,647 |
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Jill Ward |
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30,514,756 |
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10,394,957 |
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30,402 |
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5,727,647 |
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Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm
The stockholders ratified the appointment of PricewaterhouseCoopers LLP to perform the audit of the Company’s consolidated financial statements for the fiscal year ending December 31, 2024. The results of such vote were as follows:
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Votes For |
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Votes Against |
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Abstentions |
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46,336,500 |
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260,605 |
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70,657 |
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Proposal 3 – To approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers
The stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers. The results of such vote were as follows:
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non- Votes |
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36,418,969 |
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4,486,311 |
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34,835 |
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5,727,647 |
Proposal 4 – To approve the Company's 2024 Stock Option and Incentive Plan
The stockholders approved the 2024 Plan. The results of such vote were as follows:
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Votes For |
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Votes Against |
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Abstentions |
Broker Non- Votes |
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36,222,429 |
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4,690,445 |
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27,241 |
5,727,647 |
Proposal 5 - To approve an amendment to the Company's Seventh Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the Company in certain circumstances as permitted by Delaware law
The stockholders approved the Certificate of Amendment to limit the liability of certain officers in certain circumstances as permitted pursuant to recent amendments to Delaware law. The results of such vote were as follows:
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non- Votes |
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32,882,554 |
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8,021,005 |
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36,556 |
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5,727,647 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
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Description |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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HubSpot, Inc. |
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June 14, 2024 |
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By: |
/s/ Alyssa Harvey Dawson |
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Name: Alyssa Harvey Dawson |
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Title: Chief Legal Officer |