8-K
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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 15, 2026
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 |
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02141 |
(Address of Principal Executive Offices) |
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(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:
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Common Stock, Par Value $0.001 per share |
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HUBS |
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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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As further described in Item 5.07 below, the stockholders of HubSpot, Inc. (the “Company”) approved Amendment No. 1 (the “2024 Plan Amendment”) to the Company’s 2024 Stock Option and Incentive Plan (the “2024 Plan”) at the Company’s 2026 Annual Meeting of Stockholders (the “Annual Meeting”) held on June 15, 2026. Pursuant to the 2024 Plan Amendment, the number of shares of common stock of the Company reserved for issuance under the 2024 Plan was increased by 2,300,000 shares.
A description of the 2024 Plan Amendment is included in Proposal Four of the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on April 27, 2026 (the “Proxy Statement”), which summary is incorporated in its entirety herein by reference. The descriptions of the 2024 Plan Amendment contained herein and in the Proxy Statement do not purport to be complete and are subject to, and qualified in their entirety by reference to, the full text of the 2024 Plan Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting was held on June 15, 2026, to consider and vote on the six 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 five persons named below to serve as a Class III director for a one-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:
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Director Name |
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non- Votes |
Mike Berry |
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37,079,048 |
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814,459 |
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20,782 |
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7,107,410 |
Claire Hughes Johnson |
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34,396,195 |
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3,495,284 |
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22,810 |
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7,107,410 |
Yamini Rangan |
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37,499,400 |
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393,440 |
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21,449 |
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7,107,410 |
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Clara Shih |
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37,526,342 |
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368,333 |
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19,614 |
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7,107,410 |
Jay Simons |
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36,191,016 |
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1,702,380 |
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20,893 |
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7,107,410 |
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, 2026. The results of such vote were as follows:
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Votes For |
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Votes Against |
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Abstentions |
44,385,046 |
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603,404 |
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33,249 |
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:
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non- Votes |
34,125,774 |
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3,704,399 |
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84,116 |
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7,107,410 |
Proposal 4 – To Approve the Amendment to the Company’s 2024 Stock Option and Incentive Plan
The stockholders approved the 2024 Plan Amendment. The results of such vote were as follows:
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non- Votes |
35,214,611 |
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2,616,163 |
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83,515 |
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7,107,410 |
Proposal 5 - Stockholder Proposal: Special Shareholder Meeting Improvement
The stockholders approved the non-binding stockholder proposal to amend the Company’s Sixth Amended and Restated Bylaws to provide stockholders owning 10% or more of the Company’s outstanding common stock the ability to call a special meeting of stockholders. The results of such vote were as follows:
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non- Votes |
30,011,042 |
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7,866,837 |
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36,410 |
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7,107,410 |
Proposal 6 - To Approve the Adjournment Proposal.
The stockholders approved the proposal to adjourn the Annual Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there were insufficient votes for the approval of Proposals One through Four. The results of such vote were as follows:
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non- Votes |
38,290,605 |
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6,682,008 |
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49,086 |
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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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Date: June 16, 2026 |
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By: |
/s/ Erika Fisher |
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Name: Erika Fisher |
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Title: Chief Legal Officer |
AMENDMENT NO. 1
TO THE
HUBSPOT, INC.
2024 STOCK OPTION AND INCENTIVE PLAN
WHEREAS, HubSpot, Inc. (the “Company”) maintains the HubSpot, Inc. 2024 Stock Option and Incentive Plan (the “Plan”), which was previously adopted by the Board of Directors of the Company (the “Board”) and approved by the Company’s stockholders;
WHEREAS, the Board believes that the number of shares of Stock (as defined in the Plan) remaining available for issuance under the Plan has become insufficient for the Company’s anticipated future needs under the Plan;
WHEREAS, the Board has determined that it is advisable and in the best interest of the Company and its stockholders to amend the Plan to increase the aggregate number of shares of Stock reserved for issuance thereunder by 2,300,000 shares; and
WHEREAS, Section 16 of the Plan provides that the Board may amend the Plan at any time, subject to certain conditions set forth therein.
NOW, THEREFORE:
1. Section 3(a) of the Plan is hereby deleted in its entirety and replaced with the following:
“(a) Stock Issuable. Subject to adjustment as provided in this Section 3, the maximum number of shares of Stock reserved and available for issuance under the Plan shall be 6,250,000 shares, less one share for every one share of Stock subject to an award granted under the Prior Plans after April 1, 2024. For purposes of this limitation, the shares of Stock underlying any awards under the Plan and under the Prior Plans that are forfeited, canceled, cash-settled or otherwise terminated (other than by exercise) shall be added back to the shares of Stock available for issuance under the Plan and, to the extent permitted under Section 422 of the Code and the regulations promulgated thereunder, the shares of Stock that may be issued as Incentive Stock Options. Shares of Stock tendered or held back to cover tax withholding with respect to an Award other than an Option or Stock Appreciation Right or, after April 1, 2024, an award other than an option or stock appreciation right under the Prior Plans shall be added to the shares available for Awards under the Plan. Notwithstanding the foregoing, the following shares shall not be added to the shares authorized for grant under the Plan: (i) shares tendered or held back upon exercise of an Option or settlement of an Option or Stock Appreciation Right to cover the exercise price or tax withholding and (ii) shares subject to a Stock Appreciation Right that are not issued in connection with the stock settlement of the Stock Appreciation Right upon exercise thereof. In the event the Company repurchases shares of Stock on the open market, such shares shall not be added to the shares of Stock available for issuance under the Plan. Subject to such overall limitations, shares of Stock may be issued up to such maximum number pursuant to any type or types of Award; provided, however, that no more than 6,250,000 shares of the Stock may be issued in the form of Incentive Stock Options. The shares available for issuance under the Plan may be authorized but unissued shares of Stock, treasury Stock or shares of Stock reacquired by the Company. Upon effectiveness of the Plan, no new awards shall be granted under the Prior Plans.”
2. Effective Date of Amendment. This Amendment to the Plan shall become effective upon the date that it is approved by the Company’s stockholders in accordance with applicable laws and regulations.
3. Other Provisions. Except as set forth above, all other provisions of the Plan shall remain unchanged.
DATE APPROVED BY BOARD OF DIRECTORS: April 23, 2026
DATE APPROVED BY STOCKHOLDERS: June 15, 2026
