0001404655false00014046552022-06-072022-06-07

 

 

 

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 7, 2022

 

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,

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))

Securities registered pursuant to Section 12(b) of the Act:

 

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 7, 2022, 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 28, 2022. 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 II director to serve a three-year term ending at the 2025 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 Against

 

Abstentions

 

Broker Non-

Votes

Lorrie Norrington

 

30,208,795

 

7,757,939

 

6,057

 

4,838,767

Avanish Sahai

 

31,064,302

 

5,412,142

 

1,496,347

 

4,838,767

Dharmesh Shah

 

31,849,230

 

6,119,071

 

4,490

 

4,838,767

 

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, 2022. The results of such vote were as follows:

 

 

Votes For

 

Votes Against

 

Abstentions

 

 

42,789,956

 

13,905

 

7,697

 

 

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:

 

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-

Votes

 

34,632,251

 

3,322,980

 

17,560

 

4,838,767

 

Proposal 4 – To approve the Company's Amended and Restated 2014 Employee Stock Purchase Plan

 

The stockholders approved the proposal to approve the Company's Amended and Restated 2014 Employee Stock Purchase Plan. The results of such vote were as follows:

 

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-

Votes

 

37,899,932

 

64,188

 

8,671

 

4,838,767

 

 

 

 


 

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.

 

 

 

HubSpot, Inc.

 

 

 

 

 June 9, 2022

 

By:

/s/ John P. Kelleher

 

 

 

Name: John P. Kelleher

 

 

 

Title: General Counsel