Current Report Filing (8-k)
27 Januar 2023 - 10:16PM
Edgar (US Regulatory)
--12-310001404655false00014046552023-01-252023-01-25
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):
January 25, 2023
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
On January 25, 2023, based on the recommendation of the nominating
and ESG committee of the Board of Directors (the “Board”) of
HubSpot, Inc. (the “Company”), in connection with
the new Securities and Exchange Commission rules and changes to the
Securities Exchange Act of 1934, as amended (the “Exchange Act”),
regarding universal proxy cards, certain recent changes to the
Delaware General Corporation Law (the “DGCL”), and a periodic
review of corporate governance matters, the Board approved
amendments to the Company’s Third Amended and Restated Bylaws, as
amended (the “Fourth A&R Bylaws”), effective
immediately.
The Fourth A&R Bylaws, among other things:
•
Clarify that the Board may determine that a meeting of stockholders
may be conducted solely by means of remote communication. (Article
I, Section 1)
•
Address matters relating to Rule 14a-19 under the Exchange Act (the
“Universal Proxy Rules”), including requiring: (a) the
stockholder’s nomination notice to include a representation that it
intends to solicit proxies from stockholders representing at least
67% of the voting power of shares entitled to vote on the election
of directors; (b) the stockholder to comply with the Universal
Proxy Rules and provide reasonable evidence thereof prior to the
stockholder meeting; and (c) the stockholder to use a proxy card
color other than white, which is reserved for the exclusive use of
the Board. (Article I, Sections 2 and 6)
•
Enhance the informational and procedural requirements in connection
with stockholder proposals and stockholder director nominations,
including: (a) requiring additional information about the
stockholder making the director nomination or proposal; (b)
requiring additional information about the stockholder proposed
business and/or director nominee; and (c) providing that the number
of nominees a stockholder may nominate for election at the annual
meeting of the stockholders may not exceed the number of directors
to be elected at such annual meeting. (Article I, Section
2)
•
Modify the provisions relating to adjournment procedures and
availability of lists of stockholders entitled to vote at
stockholder meetings, in each case, to reflect recent amendments to
the DGCL. (Article I, Sections 4 and 8)
•
Provide that any proxies received for disqualified or withdrawn
Board nominees will be treated as abstentions. (Article I, Section
6)
•
Clarify the powers of the chair of a stockholder meeting including
to prescribe rules and regulations for the conduct of the meeting.
(Article I, Section 9)
•
Make various other updates, including ministerial and conforming
changes and changes to clarify the Company’s ability to conduct
business by means of remote communication.
The foregoing description of the Fourth A&R Bylaws is qualified
in its entirety by the full text of the Fourth A&R Bylaws filed
as Exhibit 3.1 hereto and incorporated herein by
reference.
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.
|
|
|
|
|
|
|
HubSpot, Inc.
|
|
|
|
|
|
|
January 27, 2023
|
|
By:
|
/s/ Alyssa Harvey Dawson
|
|
|
|
|
Name: Alyssa Harvey Dawson
|
|
|
|
|
Title: Chief Legal Officer
|
HubSpot (NYSE:HUBS)
Historical Stock Chart
Von Feb 2023 bis Mär 2023
HubSpot (NYSE:HUBS)
Historical Stock Chart
Von Mär 2022 bis Mär 2023
