HubSpot amends bylaws for universal proxy rules, remote meetings, DGCL updates

HUBSPOT INC

Board approved Fourth Amended and Restated Bylaws effective Jan 25, 2023, to align with new SEC rules and DGCL changes.
Amendments require stockholders nominating directors to solicit proxies representing at least 67% of voting power.
Remote-only stockholder meetings explicitly permitted; adjournment and stockholder list procedures updated for DGCL.
Enhanced disclosure requirements for stockholder nominees and proposals; Board reserves white proxy card color.
Various ministerial and conforming changes to support remote communications and clarify meeting chair powers.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

HUBSPOT INC: Amended bylaws to update universal proxy rules, stockholder proposals, remote meetings, and DGCL-related provisions (effective 2023-01-25).

Change: bylaw amendment
Effective: 2023-01-25

Exact text from the filing

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.

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Source: SEC EDGAR

accession 0000950170-23-001309

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