UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): January 25, 2017
HUBSPOT, INC.
(Exact name of registrant as specified in its charter)
| DELAWARE | 001-36680 | 20-2632791 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| 25 First Street, 2nd Floor Cambridge, Massachusetts |
02141 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code (888) 482-7768
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:
| ☐ | 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) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Election of Director
(d) On January 25, 2017, the Board of Directors (the “Board”) of HubSpot, Inc. (the “Company”) approved an increase in the size of the Board from 8 directors to 9 directors and appointed Jay Simons as a class III director of the Company to fill the vacancy created by the increase in Board size. The term of the Company’s class III directors, including Mr. Simons, expires at the annual meeting of stockholders to be held in 2017 or upon the election and qualification of successor directors. The Board also appointed Mr. Simons to the Compensation Committee of the Board.
Mr. Simon’s compensation will be consistent with that provided to all of the Company’s non-employee directors pursuant to the Company’s Non-Employee Director Compensation Policy (which is described in Item 8.01 of this Report on Form 8-K). In addition, the Company expects to enter into an indemnification agreement with Mr. Simons in connection with his appointment to the Board in substantially the same form as that entered into with the other directors of the Company.
There is no arrangement or understanding pursuant to which Mr. Simons was appointed to the Board. There are no family relationships between Mr. Simons and any director or executive officer of the Company, and Mr. Simons has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure
On January 25, 2017, the Company issued a press release announcing Mr. Simons’ appointment to the Board as discussed in Item 5.02(d) of this Report on Form 8-K. The full text this press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. The information in this Item 7.01 and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference to such filing.
Item 8.01 Other Events.
Revised Non-Employee Director Compensation Policy
On January 25, 2017, the Board approved a revised Non-Employee Director Compensation Policy (the “Policy”), a copy of which is filed herewith as Exhibit 10.1 and incorporated by reference herein. Under the Policy, the Company’s non-employee directors will be compensated for service on the Board as follows:
Equity Grants
Each of the Company’s non-employee directors will receive an annual equity grant following the annual meeting of stockholders of $165,000 worth of the Company’s common stock in the form of stock options and/or restricted stock units, as determined by the Compensation Committee of the Board. Newly-elected non-employee directors will receive a pro-rated equity grant in connection with their appointment or election to the Board. The
options and restricted stock units will vest in full on the first anniversary of the grant date (or, if earlier, the annual meeting of stockholders that is closest to the one-year anniversary). All unvested equity awards held by a non-employee director will accelerate and immediately vest if the non-employee director’s service relationship ends within three months prior to or 12 months following a change of control of the Company.
Cash Retainers
Each of the Company’s non-employee directors will also annually receive $30,000 for general availability and participation in meetings and conference calls of the Board, to be paid quarterly in advance. Additionally, the audit committee chairperson will annually receive $18,500, an audit committee member will annually receive $7,100, the compensation committee chairperson will annually receive $10,000, a compensation committee member will annually receive $5,000, the nominating and corporate governance committee chairperson will annually receive $6,000, a nominating and corporate governance committee member will annually receive $3,000, and the Company’s lead independent director will annually receive $11,500, in each case, to be paid quarterly in advance. Directors shall be entitled to retain any retainer fees paid in advance with respect to the quarter in which he or she ceases to be a director or ceases to serve on a committee, as committee chair or as lead independent director.
Directors affiliated with an investor in the Company (“Investor Directors”) that holds one percent or more of the Company’s capital stock are not eligible to receive cash retainer fees or equity compensation under the Policy. Directors affiliated with an investor who falls below the 1% threshold will become eligible to receive cash retainer fees beginning in the calendar quarter following the date in which the Company is notified that such investors’ holdings have fallen below 1% and will become eligible to receive an annual equity grant at the next annual meeting following such date.
Expenses
The Company will continue to reimburse non-employee directors for their travel, lodging and other reasonable expenses incurred in attending meetings of Board and committees of the Board.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 10.1 | Non-Employee Director Compensation Policy | |
| 99.1 | Press Release dated January 25, 2017 | |
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 hereunto duly authorized.
| January 25, 2017 | HubSpot, Inc. | |||||
| By: | /s/ John Kelleher | |||||
| Name: John Kelleher | ||||||
| Title: General Counsel | ||||||
Exhibit 10.1
HUBSPOT, INC.
NON-EMPLOYEE DIRECTOR COMPENSATION POLICY
The purpose of this Director Compensation Policy of HubSpot, Inc. (the “Company”), is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directors who are not employees or officers of the Company or its subsidiaries. In furtherance of the purpose stated above, all non-employee directors shall be paid compensation for services provided to the Company as set forth below:
Cash Retainers
Annual Retainer for Board Membership: $30,000 for general availability and participation in meetings and conference calls of the Board of Directors, to be paid quarterly in advance.
Annual Retainer for Lead Independent Director: $11,500 to be paid quarterly, in advance.
Additional Retainers for Committee Membership to be paid quarterly, in advance:
| Audit Committee Chairperson: |
$ | 18,500 | ||
| Audit Committee member: |
$ | 7,100 | ||
| Compensation Committee Chairperson: |
$ | 10,000 | ||
| Compensation Committee member: |
$ | 5,000 | ||
| Nominating and Corporate Governance Committee Chairperson: |
$ | 6,000 | ||
| Nominating and Corporate Governance Committee member: |
$ | 3,000 |
Note: Chairperson retainers are in addition to member retainers. No equity retainers shall be paid as compensation for committee membership.
Directors shall be entitled to retain any retainer fees paid in advance with respect to the quarter in which he or she ceases to be a director or ceases to serve on a committee, as committee chair or as Lead Independent Director.
Equity Retainers
Annual equity grants: Each non-employee member of the Board will receive an annual equity grant (the “Annual Grant”) following the annual meeting of stockholders of $165,000 of equity awards in the form of stock options and/or restricted stock units, as determined by the Compensation Committee of the Board, that vest upon the first anniversary of such grant date (or, if earlier, immediately prior to the annual meeting of stockholders that is closest to the one year anniversary) , provided, however, that all vesting ceases if the director resigns from the Board of Directors or otherwise ceases to serve as a director, unless the Board of Directors determines that the circumstances warrant continuation of vesting. The number of shares issued in connection with the Annual Grant shall be based on the 30 trading day trailing average NYSE stock price as of market close on the date of grant and in the case of options, shall be based on the 30 trading day trailing average fair value (Black-Scholes value) as of the date of grant. Newly elected non-employee directors will receive a pro-rated equity grant in connection with their appointment or election to the Board.
Acceleration of Equity Awards: All unvested equity awards held by non-employee directors will accelerate and immediately vest if the non-employee director’s service relationship ends within three months prior to or twelve months following a Sale Event (as defined in the Company’s 2014 Stock Option and Incentive Plan).
Directors Affiliated with Company Investors: Directors affiliated with an investor in the Company (“Investor Directors”) that holds one percent or more of our capital stock are not eligible to receive cash retainer fees or equity compensation under this policy. Directors affiliated with an investor who falls below the 1% threshold will become eligible to receive cash retainer fees beginning in the calendar quarter following the date in which the Company is notified that such investors’ holdings have fallen below 1% and will become eligible to receive an annual equity grant at the next annual meeting following such date.
Expenses
The Company will reimburse all reasonable out-of-pocket expenses incurred by non-employee directors in attending meetings of the Board or any Committee.
Effective Date: January 1, 2017
ADOPTED: January 25, 2017
Exhibit 99.1
Jay Simons of Atlassian Joins HubSpot Board of Directors
CAMBRIDGE, Mass., Jan. 25, 2017 — HubSpot (NYSE: HUBS), a leading marketing and sales software platform, is thrilled to announce that Jay Simons, president of Atlassian, a leading provider of team collaboration software, has joined the HubSpot Board of Directors.
“We’re always looking for smart, humble folks to provide counsel and direction as HubSpot grows and matures. Jay fits that description to a T, and we’re excited to have him on board,” said Brian Halligan, Co-Founder and CEO of HubSpot. “Jay’s deep experience with leading Atlassian’s highly innovative, pro-automation model will be invaluable to us as we expand the HubSpot growth stack platform and evolve our sales process to better meet the needs of the modern customer. We’re looking forward to rolling up our sleeves with him and continuing to transform how business is done in an inbound way.”
“HubSpot is an innovative company that is helping businesses around the world to more effectively engage with customers,” said Jay. “I’m honored to have been chosen to join the HubSpot board, and can’t wait to dig in and help them grow.”
Jay joined Atlassian – the company known for leading collaboration tools including JIRA Software, Confluence, HipChat, Bitbucket, and JIRA Service Desk – in 2008 as VP of sales and marketing to lead the company’s pioneering efforts to develop a high-velocity, low-touch sales model. He’s overseen Atlassian’s global expansion, introduction of its Starter License program (a disruptive approach to “freemium” where the company donates all proceeds to a charitable cause), and its growing worldwide customer community and programs.
Jay has more than 18 years of experience in the software industry. He began his career at Plumtree Software and held a variety of senior marketing and sales roles. Jay oversaw the company’s expansion throughout Europe and Asia Pacific. When Plumtree was acquired by BEA Systems in 2005, Jay became vice president of marketing for BEA Systems, which was later acquired by Oracle in 2008.
Jay holds a bachelor’s degree in political and environmental science from the University of Washington.
Media Contact
Laura Moran
lmoran@hubspot.com
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