Good morning, and welcome everyone to HubSpot's Virtual Annual Meeting of Stockholders. I am Yamini Rangan, President and Chief Executive Officer of HubSpot, and also a member of the board of directors. The meeting is now called to order. I've asked Erika Fisher, HubSpot's Chief Legal Officer and Secretary, to record the minutes. In our meeting today, we will address the proposals described in our notice and proxy statement, a copy of which was mailed on or about April 27, 2026, to all of our stockholders of record as of the close of business on April 17, 2026. Before proceeding, I would like to introduce our directors and officers who are dialed in with us today. Our non-executive directors are Lorrie Norrington, Chairperson, Andrew Anagnost, Mike Berry, Ron Gill, Brian Halligan, Claire Hughes Johnson, Clara Shih, Jay Simons, and Jill Ward.
Our officers are Dharmesh Shah, Chief Technology Officer, who is also a director on our board, and Kate Bueker, our Chief Financial Officer. Our independent auditors, PricewaterhouseCoopers LLP, are represented by Brett Harrington. Let's proceed to the formal business of the meeting. Stockholders of record on April 17, 2026, are entitled to vote at this meeting. If you're 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. Stockholders may also submit relevant questions through the web portal. We posted the rules of conduct for the meeting on the web portal. The board of directors has appointed Joseph McLellan 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 51,478,279 shares of common stock entitled to vote at the meeting, 45,021,699 shares are represented either by in person or by proxy, and therefore a quorum is present.
I declare that a quorum is present, and we may now proceed to transact the business of the meeting. 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 if you want to change your vote, you may do so by clicking on the link provided through the virtual meeting platform. It is now 9:03 A.M. on June 15, 2026, and the polls for each matter to be voted on at this annual meeting are now open. Our first item of business is election of directors.
At this meeting, we will be voting on five nominees for Class III directors to serve for a one-year term as set forth in the proxy statement. In accordance with the bylaws, your directors have nominated myself, Mike Berry, Claire Hughes Johnson, Clara Shih, and Jay Simons to be elected to serve as Class III directors. The board of directors unanimously recommends that the stockholders vote in favor of this proposal. Our second item of business is the ratification of appointment of PricewaterhouseCoopers LLP as HubSpot's independent registered public accounting firm for the fiscal year ending December 31, 2026. The board of directors unanimously recommends that the stockholders vote in favor of this 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.
The board of directors unanimously recommends that the stockholders vote in favor of this proposal. Our fourth item of business is the vote to approve an amendment to the 2024 stock option and incentive plan as described in the proxy statement. The board of directors unanimously recommends that the stockholders vote in favor of this proposal. Our fifth item of business is a stockholder proposal to change our sixth amended and restated bylaws to allow 10% holders of our stock the ability to call a special meeting as described in the proxy statement. As stated in our proxy statement, the board of directors unanimously recommends that the stockholders vote against this proposal.
Our sixth item of business is the vote to approve the adjournment of the annual meeting to a later day or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes for the approval of Proposals One through Four as described in the proxy statement. The board of directors unanimously recommends that the stockholders vote in favor of this proposal. The company has been notified that John Chevedden intends to present Proposal Five relating to the right to call a special meeting. Is Mr. Chevedden or his representative here to present the proposal? Mr. Chevedden, you have the floor for the next three minutes to present your proposal to the stockholders. Could the Broadridge operator please unmute his line?
This is John Chevedden. Proposal Five, special shareholder meeting improvement. Shareholders ask our board of directors to take the steps necessary to amend the governing documents to give the owners of a combined 10% of our outstanding common stock the power to call a special shareholder meeting. Such a special shareholder meeting can be an easy-to-convene online shareholder meeting. To guard against the HubSpot board of directors and management becoming complacent, shareholders need the ability to call a special shareholder meeting to help the board adopt new strategies when HubSpot underperforms. Now is a good time for this policy to improve HubSpot accountability since HubSpot stock was at $866 in 2021 and is down to only $187 now in spite of a robust stock market. HubSpot concern about requiring 10% of shares to call for a special shareholder meeting is unfounded.
Shareholders at more than 100 major companies have voted on a special shareholder meeting right. Not one of these 100 companies have ever claimed that a special shareholder meeting ever actually took place at a company that requires 15% or more of shares to call for a special shareholder meeting. Of course, the management of companies want a 15% or higher figure because they know that a 15% or higher figure is a safe haven because special shareholder meeting will never take place with a 15% or higher figure. There's no concern that a special shareholder meeting gives a small group of shareholders too much influence because the majority vote is still required for approval of special shareholder meeting topics. Special shareholder meetings are now easier than ever on management because such a meeting can be an online shareholder meeting.
Please vote for special shareholder meeting improvement, Proposal Five.
Thank you, Mr. Chevedden. We've been monitoring the meeting portal and have not received any stockholder questions relevant to the meeting to be addressed before moving on to voting. 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 15, 2026, 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, the 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 31st, 2026. With regard to Proposal Three, the 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, the majority of the votes properly cast have voted in favor of the amendment to our 2024 stock option and incentive plan.
With regard to Proposal Five, a majority of the votes properly cast have voted in favor of the stockholder proposal to change our sixth amended and restated bylaws to allow 10% holders of our stock the ability to call a special meeting. With regard to Proposal Six, the majority of the votes properly cast have voted in favor of the proposal to adjourn the annual meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes for the approval of Proposals One through Four.
Thank you, Joseph. I declare that all of the proposals presented at the meeting have been ratified or approved by the stockholders. The final results of voting, including any ballots and proxies reported 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 today's meeting. Thank you for your participation. You may now disconnect.