Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 14, 2023

HUBSPOT, INC.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-36680	20-2632791
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

	Two Canal Park Cambridge, Massachusetts 02141 (Address of Principal Executive Offices)

Registrant’s Telephone Number, Including Area Code: (888) 482-7768

25 First Street
Cambridge, Massachusetts 02141

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange on which registered

Common Stock, Par Value $0.001 per share

HUBS

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) Resignation of Director

On August 14, 2023, Avanish Sahai informed the Board that he will resign from his position as a class II director of the Board of Directors (the “Board”) of HubSpot, Inc. (the “Company”), effective September 5, 2023. Mr. Sahai’s resignation was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

(d) Election of Director

On August 15, 2023, the Board unanimously approved the appointment of Andrew Anagnost as a class II director of the Company to fill the vacancy created by Mr. Sahai’s resignation. The effective date of Mr. Anagnost’s appointment is September 5, 2023. The term of the Company’s class II directors, including Mr. Anagnost, expires on the date of the Company’s 2025 annual meeting of stockholders or upon the election and qualification of a successor director or until his earlier resignation, death or removal. Mr. Anagnost will serve on the compensation committee of the Board.

Mr. Anagnost’s compensation will be consistent with that provided to all of the Company’s non-employee directors pursuant to the Company’s Non-Employee Director Compensation Policy, which was filed as Exhibit 10.13 to the Company’s Form 10-K for the year ended December 31, 2021. In addition, the Company will enter into an indemnification agreement with Mr. Anagnost in connection with his appointment to the Board, which is in substantially the same form as that entered into with the other directors of the Company.

There is no arrangement or understanding pursuant to which Mr. Anagnost was appointed to the Board. There are no family relationships between Mr. Anagnost and any director or executive officer of the Company, and Mr. Anagnost has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure

On August 17, 2023, the Company issued a press release announcing Mr. Sahai’s resignation from the Board and Mr. Anagnost’s appointment to the Board as discussed in Items 5.02(b) and 5.02(d), respectively, of this Current Report on Form 8-K. The full text of this press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. The information in this Item 7.01 and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference to such filing.

Item 9.01 Financial Statements and Exhibits.


(d)	Exhibits



Exhibit No.		Description

99.1		Press Release dated August 17, 2023

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	HubSpot, Inc.

August 17, 2023	By:	/s/ Alyssa Harvey Dawson
		Name: Alyssa Harvey Dawson
		Title: Chief Legal Officer

Exhibit 99.1

HubSpot Announces Andrew Anagnost Joins Board of Directors

CAMBRIDGE, MA – August 17, 2023 – HubSpot, a leading customer relationship management (CRM) platform, announced today that Andrew Anagnost, President and CEO at Autodesk, will join the company’s Board of Directors, effective September 5. Anagnost brings more than 25 years of product, business, and marketing experience focused on driving strategy, transformation, and product development.

Anagnost joins as Avanish Sahai transitions from the board, also effective September 5. Sahai joined HubSpot’s Board in 2018 and his deep expertise on platforms and partnerships has made a great impact on the growth of HubSpot’s customer platform.

“I want to thank Avanish for his support and guidance over the past five years and wish him luck on his next exciting chapter pursuing educational opportunities. He’s been an incredible partner who was instrumental in helping HubSpot move from an applications company to a platform company. While I’m sad to see Avanish go, I’m delighted to welcome Andrew to our board,” said Brian Halligan, HubSpot’s co-founder and Executive Chairperson. “As a current CEO with a long history of delivering value to customers, Andrew has an impressive track record for scaling high-growth companies. I think he’ll prove to be an amazing partner for HubSpot as we continue to innovate with new AI capabilities and power scaling companies to connect more deeply with their customers.”

“HubSpot is an innovative company and their platform serves an important market need for businesses around the world to better connect with their customers,” said Anagnost. “I’m really looking forward to working with the HubSpot team and my fellow board members to help the company grow and meet their mission.”

Prior to becoming President and CEO of Autodesk in June 2017, Anagnost served as Chief Marketing Officer and SVP of the Business Strategy & Marketing organization. In this role, he served as architect and leader of Autodesk’s business model transition—moving the company to become a software-as-a-service (SaaS) solutions provider. Early in his Autodesk career, Anagnost led the development of the company’s manufacturing products and grew Autodesk Inventor revenue to over $500 million.

“When joining the board five years ago, I was drawn to HubSpot’s focus on solving a critical gap for small and medium-sized businesses, and I’m proud of the milestones that HubSpot has achieved to help companies grow better,” said Sahai. “It’s been a pleasure working with HubSpot and my fellow board members, and I’m confident that Andrew and the rest of the team will do a great job supporting HubSpot in this exciting chapter.”

To learn more about HubSpot’s Board of Directors, please visit https://www.hubspot.com/company/board-of-directors.

Exhibit 99.1

About HubSpot

HubSpot (NYSE: HUBS) is a leading customer relationship management (CRM) platform that provides software and support to help companies grow better. The platform includes marketing, sales, service, operations, and website management products that start free and scale to meet our customers’ needs at any stage of growth. Today, more than 184,000 customers across more than 120 countries use HubSpot’s powerful and easy-to-use tools and integrations to attract, engage, and delight customers.

Named Glassdoor’s #2 Best Place to Work in 2022, HubSpot has been recognized for its award-winning culture by Great Place to Work, Comparably, Fortune, Entrepreneur, Inc., and more. HubSpot was founded in 2006 and is headquartered in Cambridge, Massachusetts. The company’s thousands of employees work across the globe in HubSpot offices and remotely.

Learn more at www.hubspot.com.

Press Contact

Alexa Becker

albecker@hubspot.com

Document And Entity Information	Aug. 14, 2023
Document Information [Line Items]
Entity Registrant Name	HUBSPOT, INC.
Document Type	8-K
Amendment Flag	false
Entity Central Index Key	0001404655
Document Period End Date	Aug. 14, 2023
Entity Emerging Growth Company	false
Entity File Number	001-36680
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	20-2632791
Entity Address, Address Line One	Two Canal Park
Entity Address, City or Town	Cambridge
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02141
City Area Code	(888)
Local Phone Number	482-7768
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of each class	Common Stock, Par Value $0.001 per share
Trading Symbol	HUBS
Name of each exchange on which registered	NYSE
Former address
Document Information [Line Items]
Entity Address, Address Line One	25 First Street
Entity Address, City or Town	Cambridge
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02141