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, 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 5.07. | Submission of Matters to a Vote of Security Holders. |
On June 6, 2018, HubSpot, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) to consider and vote on the three 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 26, 2018. 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 2021 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 |
27,672,097 | 4,652,452 | 13,457 | 4,717,475 | ||||||||||||
| Ron Gill |
26,783,393 | 5,536,577 | 18,036 | 4,717,475 | ||||||||||||
| Jill Ward |
31,710,497 | 613,248 | 14,261 | 4,717,475 | ||||||||||||
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, 2018. The results of such vote were as follows:
| Votes For |
Votes Against |
Abstentions | ||
| 36,776,978 |
258,672 | 19,831 |
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 | |||
| 30,148,808 |
2,161,458 | 27,740 | 4,717,475 |
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.
| Date: June 7, 2018 | HubSpot, Inc. | |||||
| By: | /s/ John Kelleher | |||||
| Name: | John Kelleher | |||||
| Title: | General Counsel | |||||