HubSpot shareholders approve board declassification and eliminate supermajority voting

HUBSPOT INC

Stockholders voted 44.4M for to 45k against to declassify the board; directors will stand for annual election starting 2026.
Approved elimination of supermajority voting provisions (44.38M for, 63k against) in charter and bylaws.
Re-elected Class II directors Lorrie Norrington, Andrew Anagnost, and Dharmesh Shah each with >42M votes for.
Ratified PwC as independent auditor for FY2025 (48.2M for, 1.4M against); non-binding say-on-pay passed 39.6M-4.8M.
Non-binding stockholder proposal for simple majority vote also passed 22.8M-20.2M (binding change already approved via Proposal 5).

item 5.03 item 5.07 item 9.01

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 eliminate supermajority voting provisions (effective 2025-06-04).

Change: bylaw amendment
Effective: 2025-06-04

Exact text from the filing

the Board adopted the Company’s Sixth Amended and Restated Bylaws (the “Amended Bylaws”), effective immediately. The Amended Bylaws eliminate the supermajority voting provisions in the Company’s bylaws.

View on SEC.gov

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

HUBSPOT INC: Amended Charter to declassify the Board and eliminate supermajority voting provisions (effective 2025-06-04).

Change: charter amendment
Effective: 2025-06-04

Exact text from the filing

the Company’s stockholders approved the Company’s Eighth Amended and Restated Certificate of Incorporation (the “Amended Charter”) to (i) declassify the Board and (ii) eliminate supermajority voting provisions

View on SEC.gov

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HUBSPOT INC filing history →

Source: SEC EDGAR

accession 0000950170-25-084424

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