HubSpot (HUBS) Proxy filing summary

Voting matters and shareholder proposals

• Proposal Four seeks approval of an amendment to the 2024 Stock Option and Incentive Plan, reflecting updated equity award grants and share availability as of May 5, 2026.

• The Board recommends voting "FOR" the amendment, stating the updates do not materially affect the underlying analysis or recommendation.

Executive compensation and say-on-pay

• Annual equity awards were granted on May 1, 2026, including restricted stock units and performance stock units covering about 1,428,230 shares.

• After these grants, 470,337 shares remain available for issuance under the 2024 Plan.

• The share increase requested is expected to support the equity compensation program for approximately one year.

Shareholder rights and capital structure

• As of May 5, 2026, there are 51,190,708 shares of common stock outstanding.

• The fully diluted overhang, after the new grants and proposed share increase, is 10.41%.