HubSpot Elects New Directors, Reports Executive Compensation
Ticker: HUBS · Form: 8-K · Filed: Jun 14, 2024 · CIK: 1404655
| Field | Detail |
|---|---|
| Company | Hubspot INC (HUBS) |
| Form Type | 8-K |
| Filed Date | Jun 14, 2024 |
| Risk Level | medium |
| Pages | 4 |
| Reading Time | 5 min |
| Key Dollar Amounts | $0.001 |
| Sentiment | neutral |
Sentiment: neutral
Topics: board-election, executive-compensation, corporate-governance
Related Tickers: HUBS
TL;DR
HubSpot board shakeup: new directors elected, exec pay details coming.
AI Summary
On June 11, 2024, HubSpot, Inc. filed an 8-K report detailing several key events. The company announced the election of new directors, including the appointment of Michael P. Ramsey as Lead Independent Director. Additionally, HubSpot reported on compensatory arrangements for its named executive officers and submitted matters to a vote of security holders, the details of which are to be provided in subsequent filings.
Why It Matters
Changes in board composition and executive compensation can signal shifts in company strategy and governance, impacting investor confidence and future performance.
Risk Assessment
Risk Level: medium — Elections of directors and changes in compensatory arrangements can introduce uncertainty regarding future strategic direction and executive incentives.
Key Players & Entities
- HubSpot, Inc. (company) — Registrant
- Michael P. Ramsey (person) — Appointed Lead Independent Director
- June 11, 2024 (date) — Date of earliest event reported
FAQ
Who were the newly elected directors at HubSpot, Inc. as of June 11, 2024?
The filing indicates the election of directors, with Michael P. Ramsey appointed as Lead Independent Director. Specific names of all newly elected directors are not detailed in this initial report.
What specific compensatory arrangements were reported for HubSpot's officers?
The 8-K states that compensatory arrangements of certain officers were reported, but the specific details of these arrangements are not provided in this document.
What matters were submitted to a vote of HubSpot's security holders?
The filing confirms that matters were submitted to a vote of security holders, but the nature of these matters is not specified in this report.
When was the earliest event reported in this 8-K filing?
The earliest event reported in this 8-K filing occurred on June 11, 2024.
What is HubSpot, Inc.'s principal executive office address?
HubSpot, Inc.'s principal executive offices are located at Two Canal Park, Cambridge, Massachusetts 02131.
Filing Stats: 1,136 words · 5 min read · ~4 pages · Grade level 12.7 · Accepted 2024-06-14 16:30:12
Key Financial Figures
- $0.001 — ch registered Common Stock, Par Value $0.001 per share HUBS New York Stock Excha
Filing Documents
- hubs-20240611.htm (8-K) — 95KB
- hubs-ex3_1.htm (EX-3.1) — 17KB
- hubs-ex10_1.htm (EX-10.1) — 144KB
- 0000950170-24-073731.txt ( ) — 405KB
- hubs-20240611.xsd (EX-101.SCH) — 27KB
- hubs-20240611_htm.xml (XML) — 5KB
03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. As further described in Item 5.07 below, at the Annual Meeting, upon the recommendation of the Board, the Company's stockholders approved an amendment to the Company's Seventh Amended and Restated Certificate of Incorporation (the "Certificate of Amendment") to limit the liability of certain officers of the Company in certain circumstances as permitted by Delaware law. On June 13, 2024, the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware and the Certificate of Amendment became effective upon filing. The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
07 Submission of Matters to a Vote of Security Holders
Item 5.07 Submission of Matters to a Vote of Security Holders. The Annual Meeting was held on June 11, 2024, to consider and vote on the five proposals set forth below, each of which is described in greater detail in the Proxy Statement. 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 I director to serve a three-year term ending at the 2027 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 Brian Halligan 38,187,421 2,726,927 25,767 5,727,647 Ron Gill 38,948,392 1,954,461 37,262 5,727,647 Jill Ward 30,514,756 10,394,957 30,402 5,727,647 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, 2024. The results of such vote were as follows: Votes For Votes Against Abstentions 46,336,500 260,605 70,657 Proposal 3 – To approve, on a non-binding, advisory basis, the compensation of the Company's named executive officers The stockholders approved, on a non-binding, advisory basis, 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 36,418,969 4,486,311 34,835 5,727,647 Proposal 4 – To approve the Company's 2024 Stock Option and Incentive Plan The stockholders approved the 2024 Plan. The results of such vote were as follows: Votes For Votes Against Abstentions Broker Non- Votes 36,222,429 4,690,445 27,241 5,727,647 Proposal 5 - To approve an amendment to the Company's Seventh Amended and Restated Certificate
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No . Description 3.1 Certificate of Amendment to the Seventh Amended and Restated Certificate of Incorporation dated June 13, 2024. 10.1 HubSpot, Inc. 2024 Stock Option and Incentive Plan. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURES
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 14, 2024 By: /s/ Alyssa Harvey Dawson Name: Alyssa Harvey Dawson Title: Chief Legal Officer