HubSpot (NYSE: HUBS) adds 2.3M plan shares, okays 10% special meetings

Rhea-AI Filing Summary

HubSpot, Inc. held its 2026 annual meeting on June 15, 2026 and approved several key items. Stockholders adopted Amendment No. 1 to the 2024 Stock Option and Incentive Plan, increasing shares reserved under the plan by 2,300,000, which supports future equity compensation.

Investors elected five Class III directors to one-year terms and ratified PricewaterhouseCoopers LLP as auditor for the fiscal year ending December 31, 2026. Stockholders also approved, on a non-binding basis, executive compensation and a stockholder proposal requesting a bylaw change to allow holders of 10% or more of common stock to call special meetings, along with an adjournment proposal.

Insights

Corporate governance analyst

HubSpot shareholders backed more equity capacity and stronger meeting rights.

Stockholders approved adding 2,300,000 shares to the 2024 Stock Option and Incentive Plan, giving the company a larger pool for stock-based compensation. This can help retain and recruit employees but also introduces potential future dilution as awards are granted and vest.

They also supported, on a non-binding basis, a proposal to let holders of at least 10% of common stock call special meetings. If implemented via bylaw changes, this would enhance stockholder influence between annual meetings. Routine items such as director elections, auditor ratification, and advisory say-on-pay all received approval, indicating broad support for current governance and compensation practices.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Equity plan share increase: 2,300,000 shares Say-on-pay support: 34,125,774 votes for Auditor ratification votes: 44,385,046 votes for +2 more

5 metrics

Equity plan share increase 2,300,000 shares Additional shares reserved under 2024 Stock Option and Incentive Plan

Say-on-pay support 34,125,774 votes for Advisory vote on executive compensation

Auditor ratification votes 44,385,046 votes for Ratification of PricewaterhouseCoopers LLP for FY ending Dec 31, 2026

Special meeting proposal support 30,011,042 votes for Non-binding proposal for 10% holders to call special meetings

Director vote example 37,079,048 votes for Election of director Mike Berry as Class III director

Key Terms

2024 Stock Option and Incentive Plan, non-binding, advisory basis, Broker Non- Votes, special meeting of stockholders, +1 more

5 terms

2024 Stock Option and Incentive Plan financial

"the Company’s 2024 Stock Option and Incentive Plan (the “2024 Plan”)"

non-binding, advisory basis financial

"approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers"

A non-binding, advisory basis means a recommendation or decision that carries no legal force and does not obligate the parties to act; it’s similar to a friendly suggestion rather than a signed promise. For investors, this matters because such guidance can influence market expectations and management plans but offers no guarantee of follow-through, so investors should treat it as informative input rather than a firm commitment.

Broker Non- Votes financial

"Votes For | | Votes Against | | Abstentions | | Broker Non- Votes"

special meeting of stockholders financial

"the ability to call a special meeting of stockholders"

A special meeting of stockholders is an unscheduled gathering called to let shareholders vote on specific, often urgent company decisions—like mergers, major asset sales, changes to the board, or amendments to governing rules. Think of it as an emergency town hall where owners cast ballots in person or by mail/online; outcomes can materially change a company’s strategy, control or value, so investors pay close attention and may need to vote or adjust holdings accordingly.

independent registered public accounting firm financial

"the appointment of PricewaterhouseCoopers LLP to perform the audit of the Company’s consolidated financial statements"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Understanding 8-K Material Events →

0001404655false00014046552026-06-152026-06-15

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)

Delaware	001-36680	20-2632791
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
Two Canal Park, 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 5.02 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:

Director Name		Votes For		Votes Against		Abstentions		Broker Non- Votes
Mike Berry		37,079,048		814,459		20,782		7,107,410
Claire Hughes Johnson		34,396,195		3,495,284		22,810		7,107,410
Yamini Rangan		37,499,400		393,440		21,449		7,107,410

Clara Shih		37,526,342		368,333		19,614		7,107,410
Jay Simons		36,191,016		1,702,380		20,893		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:

Votes For		Votes Against		Abstentions
44,385,046		603,404		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:

Votes For		Votes Against		Abstentions		Broker Non- Votes
34,125,774		3,704,399		84,116		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:

Votes For		Votes Against		Abstentions		Broker Non- Votes
35,214,611		2,616,163		83,515		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:

Votes For		Votes Against		Abstentions		Broker Non- Votes
30,011,042		7,866,837		36,410		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:

Votes For		Votes Against		Abstentions		Broker Non- Votes
38,290,605		6,682,008		49,086		-

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Amendment No. 1 to the HubSpot, Inc. 2024 Stock Option and Incentive Plan.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.
Date: June 16, 2026		By:	/s/ Erika Fisher
			Name: Erika Fisher
			Title: Chief Legal Officer

FAQ

What equity plan change did HubSpot (HUBS) shareholders approve at the 2026 meeting?

Shareholders approved Amendment No. 1 to HubSpot’s 2024 Stock Option and Incentive Plan, increasing the shares of common stock reserved for issuance under the plan by 2,300,000 shares. This expands the company’s capacity to grant future stock-based compensation awards.

Which directors were elected at HubSpot’s 2026 annual meeting?

Stockholders elected five Class III directors—Mike Berry, Claire Hughes Johnson, Yamini Rangan, Clara Shih, and Jay Simons. Each will serve a one-year term ending at the 2027 annual meeting, or until a successor is elected and qualified.

Did HubSpot (HUBS) shareholders approve executive compensation in 2026?

Yes. Shareholders approved, on a non-binding, advisory basis, the compensation of HubSpot’s named executive officers. The advisory vote received 34,125,774 votes for, 3,704,399 against, and 84,116 abstentions, with 7,107,410 broker non-votes recorded.

Which auditor did HubSpot shareholders ratify for the 2026 fiscal year?

Stockholders ratified PricewaterhouseCoopers LLP as HubSpot’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification vote was 44,385,046 for, 603,404 against, and 33,249 abstentions, confirming continued engagement.

What special meeting rights proposal did HubSpot (HUBS) investors support?

Investors approved a non-binding stockholder proposal requesting a bylaw amendment to allow stockholders owning 10% or more of outstanding common stock to call a special meeting. The vote was 30,011,042 for, 7,866,837 against, and 36,410 abstentions, plus 7,107,410 broker non-votes.

Were there any adjournment powers approved at HubSpot’s 2026 annual meeting?

Yes. Shareholders approved a proposal allowing adjournment of the annual meeting to later dates, if necessary, to solicit additional proxies for Proposals One through Four. The adjournment proposal received 38,290,605 votes for, 6,682,008 against, and 49,086 abstentions, with no broker non-votes reported.

Filing Exhibits & Attachments

2 documents

Agreements & Contracts

• EX-10.1 EX-10.1 13.2 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 30.4 KB