UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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 April 29, 2024, in connection with its periodic review of corporate governance matters, including recent developments in Delaware case law, the Board of Directors (the “Board”) of HubSpot, Inc. (the “Company”) adopted and approved the Company’s Fifth Amended and Restated Bylaws (the “Fifth A&R Bylaws”), effective immediately.
The Fifth A&R Bylaws update the advance notice provisions for the nomination of directors or the proposal of other business at stockholder meetings, including by, among other things: (i) eliminating the requirement for a nominee to disclose director and officer positions with competitors; (ii) adding a requirement to provide information related to eligibility to serve on independent committees of the Board and the nominee’s background, qualifications and independence; (iii) streamlining the disclosure requirements for nominating stockholders regarding the nature of their ownership of shares of the Company and associated voting rights; and (iv) making certain other clarifying and procedural changes.
The foregoing description of the updated provisions in the Fifth A&R Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Fifth A&R Bylaws, a copy of which is filed hereto as Exhibit 3.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Description |
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104 |
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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.
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HubSpot, Inc. |
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May 1, 2024 |
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By: |
/s/ Alyssa Harvey Dawson |
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Name: Alyssa Harvey Dawson |
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Title: Chief Legal Officer |