Good morning and welcome, everyone, to HubSpot's virtual annual meeting to stock stockholders. I'm Lorrie Norrington, Chairperson of the Board of HubSpot. The meeting is now called to order. I've asked Erika Fisher, HubSpot's Chief Legal Officer and Secretary, to record the minutes. I will now turn the meeting over to Yamini Rangan, our CEO, for the formal proceedings. Yamini?
Thank you so much, Lorrie, and good morning, everyone. My name is Yamini Rangan, and I'm the Chief Executive Officer and President of HubSpot, and also a member of the Board of Directors. It is a pleasure to welcome our stockholders to the virtual annual meeting of HubSpot. In our meeting today, we will take care of the formal business at hand, which is described in our notice and proxy statement, a copy of which was mailed on or about April 24, 2025, to all of our stockholders of record as of the close of business on April 15, 2025. Before proceeding, I'd like to introduce our directors and officers who are dialed in with us today. Our non-executive directors are Lorrie Norrington, Chairperson, Brian Halligan, Ron Gill, Claire Hughes Johnson , Andrew Anagnost, Nick Caldwell , Jay Simons , and Jill Ward.
Our officers are Dharmesh Shah, Chief Technology Officer, who is also a director on our board, and Kate Bueker, Chief Financial Officer. Our independent auditors, PwC, are represented by Brett Harrington. Now, let's proceed to the formal business of the meeting. Stockholders of record on April 15, 2025, are entitled to vote at this meeting. 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. As we address each matter to be voted on, stockholders may submit a question or statement through the web portal that is relevant to the matter at hand. If you have any questions on the rules for conduct of the meeting, we've 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 52,636,286 shares of common stock entitled to vote at the meeting, 49,627,056 shares are represented either in person or by proxies, and therefore a quorum is present.
I declare that a quorum is present. It is now 9:03 A.M. on June 4, 2025, and 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'll be voting on three nominees for Class 2 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 Lorrie Norrington, Andrew Anagnost, and Dharmesh Shah to be elected to serve as Class 2 directors. 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, 2025. 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.
Our fourth item of business is a vote to approve amendments to HubSpot’s Seventh Amended and Restated Certificate of Incorporation to declassify the company's board of directors. Our fifth item of business is a vote to approve amendments to HubSpot’s Seventh Amended and Restated Certificate of Incorporation to eliminate supermajority voting provisions. Our sixth item of business is a non-binding advisory stockholder proposal to change to a simple majority standard in connection with each voting requirement in the Company’s Certificate of Incorporation and Bylaws. The company has been notified that John Chevedden intends to present Proposal Six relating to simple majority voting provisions. Is Mr. Chevedden or his representative here to present the proposal?
Mr. Chevedden.
Proposal Six.
The floor is now open. Please go ahead.
Hello, this is John Chevedden. Proposal Six.
You have the floor. Okay. You have the floor for the next three minutes to present your proposal to the stockholders. Thank you.
Hello, this is John Chevedden. Proposal Six, simple majority vote. Charles requested the board of directors take the necessary steps so that each voting requirement and charter and bylaws that calls for a greater than simple majority vote be replaced by a requirement for a majority of votes cast for and against proposals voted on by shareholders or a simple majority. In a sense, there's no point in elaborating on the merits of this proposal since the board of directors already supports what this proposal advocates. The board of directors put forth their own Proposal Five on the exact same topic as this Proposal Six on today's ballot. This proposal has already been somewhat successful because it led to the board of directors putting forth their own Proposal Five on the ballot today. Without this Proposal Six, there would not have been Proposal Five on the ballot.
This is an example of a shareholder taking leadership and improving the corporate governance of HubSpot, a $30 billion company, when the board of directors is asleep at the wheel. The board of directors has the bad manners to oppose the proposal that finally led the board to take long-overdue action on this important proposal topic that has been winning majority shareholder votes for more than 20 years at a wide range of companies. However, contrary to the HubSpot board of directors' text next to this proposal, it is of utmost importance for HubSpot shareholders to vote for this Proposal Six, given the possibility that the board of directors' Proposal Five on the very same topic as this Proposal Six will not pass.
There is a risk that the board of directors' Proposal Five will not pass because Proposal Five requires a 75% vote in favor from all shares outstanding. In other words, HubSpot shares that do not even vote are counted as against Proposal Five. This Proposal Six, on the other hand, only needs a 51% vote to pass. Board of directors should logically support both proposals five and six because both proposals have the exact same objective, and Proposal Six needs a lower shareholder vote % in order to pass. Unfortunately, the HubSpot board of directors is in effect saying that if their proposal fails, they want to make sure that the shareholder proposal fails when both proposals have the exact same objective. This is bad manners and does not make sense unless the board of directors can guarantee in advance that their proposal will pass.
Please vote yes to help make sure that at least one proposal on this important topic passes this morning. Simple majority vote Proposal Six.
Thank you, Mr. Chevedden. We will now pause to ensure that all stockholders attending this meeting have the opportunity to vote their shares. With no further matters to be presented, it is now 9:08 A.M. on June 4, 2025, and 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 voting.
With regard to Proposal One, a majority of the votes properly cast have been voted in favor of the election of each 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, 2025. With regard to Proposal Three, a majority of the votes properly cast have been voted in favor of the approval of all of the compensation of our named executive officers. With regard to Proposal Four, more than 75% of the outstanding shares of capital stock entitled to vote as of April 15, 2025, have been voted in favor of the amendments to HubSpot’s Seventh Amended and Restated Certificate of Incorporation to declassify the company's board of directors.
With regard to Proposal Five, more than 75% of the outstanding shares of capital stock entitled to vote as of April 15, 2025, have been voted in favor of the amendments to HubSpot’s Seventh Amended and Restated Certificate of Incorporation to eliminate supermajority voting provisions. With regard to Proposal Six, a majority of the votes properly cast have been voted in favor of the non-binding advisory stockholder proposal to change to a simple majority standard in connection with each voting requirement in the Company’s Certificate of Incorporation and Bylaws.
Thank you, Joseph. I declare that all of the proposals presented at the meeting have been ratified or approved by stockholders. The final result of voting, including any ballots and proxies recorded during this 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 reports filed with the SEC. There being no other matters for consideration at this meeting, I hereby adjourn this meeting.
This concludes the meeting. You may now disconnect.