HubSpot (HUBS) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 15, 2026, and will be held virtually, allowing shareholders to vote and ask questions online.

• Shareholders of record as of April 17, 2026, are eligible to vote on six proposals, including director elections, auditor ratification, executive compensation, an equity plan amendment, a shareholder proposal, and potential adjournment.

• The board emphasizes long-term value creation, responsible business practices, and regular engagement with stakeholders, including employees, customers, partners, and shareholders.

Voting matters and shareholder proposals

• Proposal One: Election of five Class III directors for one-year terms.

• Proposal Two: Ratification of PricewaterhouseCoopers LLP as independent auditor for 2026.

• Proposal Three: Advisory vote on executive compensation (say-on-pay).

• Proposal Four: Approval of an amendment to the 2024 Stock Option and Incentive Plan, increasing the share reserve by 2.3 million shares.

• Proposal Five: Shareholder proposal to allow 10% holders to call special meetings, opposed by the board.

• Proposal Six: Approval to adjourn the meeting if more time is needed to solicit votes.

Board of directors and corporate governance

• The board consists of a majority of independent directors, with separate Chairperson and CEO roles.

• Recent board refreshment includes the addition of Clara Shih and Mike Berry.

• Board committees (Audit, Compensation, Nominating/Governance/Sustainability) are fully independent and meet regularly.

• The board recently declassified, moving to annual director elections and eliminating supermajority voting requirements.

• Stockholders have access to proxy access and regular engagement opportunities.