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): June 13, 2018
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) |
(IRS 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 (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) |
| ☐ | 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 June 13, 2018, HubSpot, Inc. (the “Company”) announced that Kathryn Bueker will become the Company’s Chief Financial Officer, effective June 18, 2018.
Prior to joining the Company, Ms. Bueker, 47, held numerous financial leadership roles between 2007 and 2018 at Akamai Technologies, Inc. (“Akamai”). Ms. Bueker most recently served as senior vice president of business finance and operations at Akamai. Prior to Akamai, Ms. Bueker spent almost 10 years in investment banking at The Blackstone Group, UBS, Credit Suisse and Donaldson, Lufkin & Jenrette. Ms. Bueker received her B.A. in mathematics from Cornell University and her M.B.A. from the Massachusetts Institute of Technology.
Ms. Bueker will work for the Company on a full-time basis and will receive an annual base salary of $344,000. Ms. Bueker will be eligible to participate in the Company’s Senior Executive Cash Incentive Bonus Plan (the “Bonus Plan”) beginning in fiscal year 2018, prorated based on her start date. Her target bonus under the Bonus Plan will be 60% of her base salary, assuming 100% attainment of company performance. On July 2, 2018, Ms. Bueker will also receive the following equity awards granted under the Company’s 2014 Stock Option and Incentive Plan: (i) an initial equity award valued at $2,000,000, comprised of 75% restricted stock units (“RSUs”) and 25% stock options, that shall vest over four years commencing on July 2, 2018, with 25% vesting on July 2, 2019 and the remaining 75% vesting in equal quarterly increments thereafter; and (ii) a sign-on equity award valued at $2,500,000, comprised of 100% RSUs, that shall vest over four years commencing on July 2, 2018 in equal quarterly increments. Ms. Bueker will also enter into the Company’s standard form of indemnification agreement for its directors and officers, effective June 18, 2018.
Except for the arrangements described in this Current Report on Form 8-K, there are no existing or currently proposed transactions to which the Company or any of its subsidiaries is a party and in which Ms. Bueker has a direct or indirect material interest. There are no family relationships between Ms. Bueker and any of the Company’s directors or executive officers.
As previously announced, John Kinzer will step down as Chief Financial Officer as of June 18, 2018, and will remain with the Company through January 3, 2019 to ensure a smooth transition of his duties to Ms. Bueker. Effective July 1, 2018, Mr. Kinzer will receive an annual base salary of $1. Mr. Kinzer will not participate in the Bonus Plan beginning with the second semi-annual bonus period between July 1, 2018 and December 31, 2018. Mr. Kinzer’s outstanding equity awards will continue to vest through January 3, 2019, his last day of employment.
| Item 7.01 | Regulation FD Disclosure. |
On June 13, 2018, the Company issued a press release announcing Ms. Bueker’s appointment as Chief Financial Officer as discussed in Item 5.02 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 under this Item 7.01, including 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 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. |
Description | |
| 99.1 | Press Release of HubSpot, Inc. dated June 13, 2018, furnished herewith. | |
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press Release of HubSpot, Inc. dated June 13, 2018, furnished herewith. | |
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.
| June 13, 2018 | HubSpot, Inc. | |||||
| By: | /s/ John P. Kelleher | |||||
| Name: | John P. Kelleher | |||||
| Title: | General Counsel | |||||
Exhibit 99.1
HubSpot Appoints Kate Bueker as Chief Financial Officer
CAMBRIDGE, MA — JUNE 13, 2018 — HubSpot, a leading CRM, marketing, sales and customer service platform, today announced that Kate Bueker will become Chief Financial Officer of HubSpot, effective June 18, 2018. Bueker brings almost 25 years of financial and operational expertise to HubSpot. As previously announced, John Kinzer will step down as Chief Financial Officer as of June 18, 2018, and will remain with HubSpot through January 3, 2019 to ensure a smooth transition of his duties to Bueker.
“Kate is a fantastic financial leader with a proven track record of helping businesses scale,” said Brian Halligan, co-founder and CEO of HubSpot. “We’re confident her extensive experience and commitment to delivering results will help drive HubSpot’s continued growth as we enter our next chapter as a company.”
“HubSpot has experienced massive growth over the past decade, and is well positioned to continue that expansion in the years to come,” said Bueker. “I’m excited to help the team execute on its mission of helping millions of organizations grow better while continuing to deliver value to its employees, customers, and shareholders.”
Bueker joins HubSpot from Akamai Technologies where she most recently served as the senior vice president of business finance and operations. Bueker held a number of finance and business development leadership positions during her 11 years at the company. Prior to Akamai, Bueker spent almost a decade in investment banking working with companies in the media and telecom sector at The Blackstone Group, UBS, Credit Suisse and Donaldson Lufkin & Jenrette. Bueker received her B.A. in mathematics from Cornell University and her M.B.A. from the Massachusetts Institute of Technology.
About HubSpot
HubSpot (NYSE: HUBS) is a leading CRM, marketing, sales, and customer service platform. Since 2006, HubSpot has been on a mission to make the world more inbound. Today, over 44,500 total customers in more than 100 countries use HubSpot’s award-winning software, services, and support to transform the way they attract, engage, and delight customers. Comprised of Marketing Hub, Sales Hub, Service Hub, and a powerful free CRM, HubSpot gives companies the tools they need to manage the customer experience from awareness to advocacy.
HubSpot has been named a top place to work by Glassdoor, Fortune, The Boston Globe, and The Boston Business Journal. The company is headquartered in Cambridge, MA with offices in Dublin, Ireland (EMEA HQ); Singapore; Sydney, Australia; Tokyo, Japan; Berlin, Germany; and Portsmouth, NH.
Learn more at www.hubspot.com.
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Press Contact
Ellie Botelho
ebotelho@hubspot.com
857-829-5301