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 6, 2023
HUBSPOT, INC.
(Exact name of Registrant as Specified in Its Charter)
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Delaware | 001-36680 | 20-2632791 | |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |
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| Two Canal Park, Cambridge, Massachusetts 02131 | | |
| (Address of Principal Executive Offices) | | |
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:
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☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
Common Stock, Par Value $0.001 per share |
| HUBS |
| New York Stock Exchange |
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 5.07. Submission of Matters to a Vote of Security Holders.
On June 6, 2023, HubSpot, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) to consider and vote on the four proposals set forth below, each of which is described in greater detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 25, 2023. The final voting results are set forth below.
Proposal 1 – Election of Directors
The stockholders elected each of the four persons named below to serve as a Class III director to serve a three-year term ending at the 2026 annual meeting or until his or her successor is elected and qualified. The results of such vote were as follows:
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Director Name |
| Votes For |
| Votes Against |
| Abstentions |
| Broker Non- Votes |
Nick Caldwell |
| 37,605,658 |
| 1,917,138 |
| 21,772 |
| 5,900,735 |
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Claire Hughes Johnson |
| 28,858,535 |
| 10,661,722 |
| 24,311 |
| 5,900,735 |
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Jay Simons |
| 37,235,196 |
| 2,287,297 |
| 22,075 |
| 5,900,735 |
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Yamini Rangan |
| 38,293,758 |
| 1,234,207 |
| 16,603 |
| 5,900,735 |
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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, 2023. The results of such vote were as follows:
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| Votes For |
| Votes Against |
| Abstentions |
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| 45,392,875 |
| 27,624 |
| 24,804 |
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Proposal 3 – To approve on an advisory non-binding basis, the compensation of the Company’s named executive officers
The stockholders approved the non-binding, advisory proposal to approve the compensation of the Company’s named executive officers. The results of such vote were as follows:
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| Votes For |
| Votes Against |
| Abstentions |
| Broker Non- Votes |
| 37,473,086 |
| 2,054,544 |
| 16,938 |
| 5,900,735 |
Proposal 4 – To consider a non-binding proposal to give advisory approval with respect to the frequency that stockholders will vote on the compensation of the Company’s named executive officers
The stockholders voted, on a non-binding, advisory basis, that future advisory votes on the compensation of the Company’s named executive officers should be submitted to stockholders every year. The results of such vote were as follows:
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| Votes For One (1) Year |
| Votes For Two (2) Years |
| Votes for Three (3) Years |
| Abstentions |
Broker Non- Votes |
| 39,348,506 |
| 12,624 |
| 171,648 |
| 11,790 | 5,900,735 |
Following the Annual Meeting, the Board of Directors considered the voting results set forth above and other factors and determined that the Company would continue to hold future advisory votes on the compensation of its named executive officers on an annual basis, until the matter is again submitted to the Company’s stockholders for an advisory vote.
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 12, 2023 |
| By: | /s/ Alyssa Harvey Dawson |
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| Name: Alyssa Harvey Dawson |
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| Title: Chief Legal Officer |
