HubSpot (HUBS) Proxy filing summary

Voting matters and shareholder proposals

• Election of five Class III directors to serve until the 2027 annual meeting, with nominees recommended by the board.

• Ratification of PricewaterhouseCoopers LLP as independent auditor for the fiscal year ending December 31, 2026.

• Non-binding advisory vote to approve named executive officer compensation.

• Approval sought for an amendment to the 2024 Stock Option and Incentive Plan.

• Stockholder proposal to allow 10% holders to call a special meeting, with board recommending against.

• Approval to adjourn the meeting if necessary to solicit additional proxies.

Board of directors and corporate governance

• Five director nominees are up for election, each recommended by the board.

Executive compensation and say-on-pay

• Advisory vote scheduled on executive compensation for named executive officers.

• Proposal to amend the 2024 Stock Option and Incentive Plan is up for approval.