UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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 7, 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 Form8-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 toRule 14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant toRule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant toRule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule12b-2 of the Securities Exchange Act of 1934.
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 7, 2017, 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, 2017. 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 III director to serve a three-year term ending at the 2020 annual meeting or until his or her successor is elected and qualified. The results of such vote were as follows:
| | | | | | |
Director Name | | Votes For | | Votes Withheld | | BrokerNon-Votes |
Julie Herendeen | | 22,409,613 | | 7,738,035 | | 5,135,559 |
Michael Simon | | 22,431,093 | | 7,716,555 | | 5,135,559 |
Jay Simons | | 29,965,659 | | 181,989 | | 5,135,559 |
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, 2017. The results of such vote were as follows:
| | | | |
Votes For | | Votes Against | | Abstentions |
| 35,272,301 | | 9,732 | | 1,174 |
Proposal 3 – To approve on an advisorynon-binding basis, the compensation of the Company’s named executive officers
The stockholders approved thenon-binding, advisory proposal to approve the compensation of the Company’s named executive officers. The results of such vote were as follows:
| | | | | | |
Votes For | | Votes Against | | Abstentions | | BrokerNon-Votes |
| 29,117,845 | | 1,018,274 | | 11,529 | | 5,135,559 |
Proposal 4 – To consider anon-binding proposal to give advisory approval with respect to the frequency that stockholders will vote on the Company’s executive compensation
The stockholders voted, on an advisory basis, that future advisory votes on executive compensation should be submitted to stockholders every year. The results of such vote were as follows:
| | | | | | | | |
1 Year | | 2 Years | | 3 Years | | Abstentions | | BrokerNon-Votes |
| 27,969,470 | | 593,467 | | 1,582,693 | | 2,018 | | 5,135,559 |
Based on the votes set forth above, the Company’s stockholders approved, on anon-binding, advisory basis, a frequency of One Year for thenon-binding, advisory vote on the compensation of the Company’s named executive officers. The Board of Directors considered these voting results and other factors, and has determined that the Company will hold future advisory votes on its executive compensation on an annual basis.
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.
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| Date: June 13, 2017 | | | | HubSpot, Inc. |
| | | |
| | | | By: | | /s/ John Kelleher |
| | | | Name: John Kelleher |
| | | | Title: General Counsel |
