Morning, everyone. My name is Brian Halligan. I'm the Executive Chairperson of HubSpot. The meeting is now called to order. I've asked Alyssa Harvey Dawson, Chief Legal Officer and Secretary of the Corporation, to record the minutes and to read the remainder of the script.
Thank you, Brian. It is a pleasure to welcome our stockholders and visitors to the virtual annual meeting of HubSpot. This meeting is being held in accordance with our bylaws and Delaware Law. In our meeting today, we will take care of the formal business at hand, which is described in our notice and proxy statement filed with the Securities and Exchange Commission on April 25, 2024. The notice and proxy statement was mailed on or about April 25, 2024, to all of our stockholders of record at the close of business on April 15, 2024. During the presentation of the formal business, all discussion will be limited to the official business at hand. Before proceeding to the formal business, I would like to introduce our directors and officers who are with us today.
I already heard from Brian Halligan, who is our Executive Chairperson. Our outside directors are Ron Gill, Claire Hughes Johnson, Andrew Anagnost, Nick Caldwell, Jay Simons, Jill Ward, and Lorrie Norrington. Our officers are Yamini Rangan, Chief Executive Officer, who is also a director on our board. Dharmesh Shah, Chief Technology Officer, who is also a director on our board. Kate Bueker, Chief Financial Officer, and me, Alyssa Harvey Dawson, Chief Legal Officer and Corporate Secretary. Our independent auditors, PricewaterhouseCoopers, are represented at this meeting by Brett Harrington. Our outside counsel, Goodwin Procter, is represented by Joe Theis. They will be available during the meeting to respond to appropriate questions. Now, let's proceed to the formal business of the meeting, notice of which was sent to all stockholders of record as of the close of business on April 15, 2024.
Stockholders of record on that date are entitled to vote at this meeting. We have available on the web portal a record of stockholders as of that date. A duplicate record has been on file in the company's record books for the last 10 days, immediately prior to the date of this meeting, and has been available for inspection by any stockholder during that period by request. If any stockholder wishes to address the Executive Chairperson or me during the formal part of this meeting, please do so by submitting your comment through the web portal. As a reminder, your comments and questions must be directly related to the proposals under consideration. If you have any questions on the rules for conduct of the meeting, we have posted the rules on the web portal.
The board of directors has appointed Joseph McClellan to act as Inspector of Election for this annual meeting, and he will tabulate the results of the voting. The Inspector of Election has signed the oath of office, which will be filed with the minutes of this meeting. Joseph, do we have a quorum present?
Of the 50,912,667 shares of common stock entitled to vote at the meeting, 46,667,762 shares are represented either in person or by proxy, and therefore a quorum is present.
I declare that a quorum is present. We may now proceed to transact the business for which this meeting has been called. Let me briefly describe the voting procedures. If you have previously turned in your proxy and you do not intend to change your vote, it is not necessary that you complete another proxy or ballot. Your vote will be counted. If you are eligible to vote and have not submitted your proxy or wish to change your vote, you may do so by clicking on the voting button on the web portal and following the instructions there. The polls for each matter to be voted on at this annual meeting are now open. Our first item of business is the election of directors.
At this meeting, we will be voting on three nominees for Class One Directors to serve for a term of three years, all as set forth in the proxy statement. In accordance with the bylaws, your directors have nominated Brian Halligan, Ron Gill and Jill Ward to be elected to serve as class one directors. Our bylaws require that a stockholder provide advance notice to HubSpot of a stockholder's intent to nominate persons as directors. No such notice was received. Accordingly, I declare the nominations for directors closed. The board of directors unanimously recommends that stockholders vote in favor of this proposal. Are there any questions concerning the proposal? The second item of business is the ratification of the appointment of PricewaterhouseCoopers LLP as HubSpot's independent registered public accounting firm for the fiscal year ending December 31, 2024.
The audit committee of the Board of directors, which is comprised entirely of independent directors, appointed PricewaterhouseCoopers as HubSpot's independent registered public accounting firm to audit HubSpot's financial statements for the fiscal year ending December 31, 2024. The board of directors approved the selection of PricewaterhouseCoopers and has asked the stockholders to ratify the selection. Stockholder ratification is not required by HubSpot's bylaws. However, the board of directors is submitting this to the stockholders for ratification as a matter of good corporate governance. If the stockholders do not approve the selection of PricewaterhouseCoopers as HubSpot's independent registered public accounting firm, the board of directors and the audit committee will reconsider the appointment. Are there any questions concerning the proposal?
Our third item of business is a non-binding advisory vote to approve the compensation of our named executive officers, as described in the proxy statement, otherwise known as say- on-p ay vote. The compensation committee will consider the outcome of the vote when making future decisions regarding the compensation of our named executive officers. The board of directors unanimously recommends that the stockholders vote in favor of this proposal. Are there any questions concerning the proposal?... The fourth item of business is the vote to approve the HubSpot Inc 2024 Stock Option and Incentive Plan as set forth in the proxy statement. The board of directors adopted the 2024 Stock Option and Incentive Plan, subject to the approval of the shareholders. If the shareholders do not approve the plan, the current HubSpot Inc.
2014 Stock Option and Incentive Plan, as is in effect, will remain in effect until it expires by its terms. Accordingly, the board of directors is submitting the plan to the shareholders for approval. Are there any questions concerning the proposal? Our fifth item of business is a vote to approve an amendment to our seventh amended and restated certificate of incorporation to limit the liability of certain officers in certain circumstances as permitted pursuant to recent amendments to Delaware General Corporation Law, as further described in the proxy statement. If the shareholders do not approve the amended charter, the current charter as in effect prior to its amendment and restatement will remain in effect. Are there any questions concerning the proposal? With no further matters to be presented, the polls for each matter to be voted on at this meeting are now closed.
No additional ballots, proxies, or votes, and no changes or revocations will be accepted. Inspector of Election, please report on the results of the meeting.
With regard to proposal one, majority of the votes properly cast have been voted in favor of the election of the persons nominated. With regard to proposal two, a majority of the votes properly cast have been voted in favor of the ratification of PricewaterhouseCoopers LLP as HubSpot's independent registered accounting firm for the fiscal year ending December 31, 2024. With regard to proposal three, a majority of the votes properly cast have been voted in favor of the approval of the compensation of our named executive officers. With regard to proposal four, a majority of the votes properly cast have been voted in favor of the approval of the HubSpot Inc 2024 Stock Option and Incentive Plan.
With regard to Proposal five, a vote of the majority of the outstanding shares of capital stock properly cast and entitled to vote have been voted in favor of an amendment to our Seventh Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the company in certain circumstances as permitted pursuant to recent amendments to the Delaware General Corporation Law.
Thank you, Joseph. I declare that all the proposals presented at the meeting have been ratified or approved by the stockholders. The final results of voting, including any ballots and proxies recorded during the meeting, will be set forth in the report of the Inspector of Election and will be included in the minutes of the meeting. The final results will also be included in our report filed with the SEC. There being no other matters for consideration at this meeting, I hereby adjourn this meeting.