HubSpot, Inc. (HUBS) Earnings Call Transcript & Summary

Good day and welcome to the HubSpot, Inc. 2020 meeting -- Annual Meeting of Stockholders. At this time, I would like to turn the conference call over to Brian Halligan, Chairman and CEO of HubSpot. Please go ahead.

Good morning, everyone. My name is Brian Halligan, Chief Executive Officer of HubSpot. The meeting is now called to order. I've asked John Kelleher, General Counsel and Secretary of the corporation, to record the minutes and to read the remainder of the script. On to you, John.

Thanks, Brian. It is a pleasure to welcome our shareholders and visitors to our first virtual annual meeting of HubSpot. This meeting is being held in accordance with the corporation's bylaws and Delaware law. In our meeting today, we will take care of the formal business at hand, which is described in our notice and proxy statement filed with the SEC on April 24, 2020. The notice of Internet availability of our notice and proxy statement was mailed on or about April 24, 2020 to all our stockholders of record at the close of business on April 20, 2020. During the presentation of the formal business, all discussion will be limited to the official business at hand before proceeding to the formal business. I would like to introduce the directors and officers of the corporation who are with us today. Our outside directors are: Ron Gill; Julie Herendeen; Lorrie Norrington; Avanish Sahai; Michael Simon; Jay Simons; and Jill Ward. Our officers are Brian Halligan, Chief Executive Officer; Dharmesh Shah, Chief Technology Officer; JD Sherman, Chief Operating Officer; Kate Bueker, Chief Financial Officer; Yamini Rangan, Chief Customer Officer; and myself, John Kelleher, General Counsel. Our independent auditors, the firm of PricewaterhouseCoopers, is represented at this meeting by Craig Robichaud. Our outside counsel, the firm of Goodwin Procter is represented by Joe Theis. They will be available during the meeting to respond to appropriate questions. Thank you. Now let's proceed to the formal business of the meeting, notice of which was sent to all shareholders of record as of the close of business on April 20, 2020. Shareholders of record, on that date, are entitled to vote at this meeting. We have available, on the web portal, a record of the stockholders as of that date. A duplicate record has been on file in the company's record books for the last 10 days immediately prior to the date of this meeting and has been available for inspection by any stockholder during that period by request. [Operator Instructions] The Board of Directors has appointed [ Joseph McClellan ] 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 the meeting. [ Joseph ], do we have a quorum present?

Yes. Of the 43,542,573 shares of common stock entitled to vote at this meeting, 39,903,758 shares are represented, either in person or by proxy, and therefore, a quorum is present.

I declare that a quorum is present. We may now proceed to transact the business for which this meeting has been called. Let me briefly describe the voting procedures. We will vote by proxy and via the web portal. 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 wish to change your vote, you may do so by clicking on the voting button on the web portal and following the instructions there. It is now 9:05 a.m. on June 17, 2020, and the polls for each matter to be voted on, at this annual meeting, are now open. The first item of business is the election of directors. At this meeting, we will be voting on 3 nominees for Class III directors to serve for a term of 3 years, all as set forth in the proxy statement. In accordance with the bylaws, your directors have nominated Julie Herendeen, Michael Simon and Jay Simons, to be elected to serve as Class III directors. The corporation's bylaws require that a stockholder provide advanced notice to the corporation of a stockholder's intent to nominate persons as directors. No such notice was received. Accordingly, I declare the nomination for directors closed. The Board of Directors unanimously recommends that stockholders vote in favor of this proposal. Are there any questions concerning the proposal? Seeing no questions. The second item of business is the ratification of the appointment of PricewaterhouseCoopers as the corporation's independent registered public accounting firm for the fiscal year ending December 31, 2020. The Audit Committee of the Board of Directors, which is comprised entirely of independent directors, appointed PricewaterhouseCoopers as the corporation's independent registered public accounting firm to audit the corporation's financial statements for the fiscal year ending December 31, 2020. The Board of Directors approved the selection of PricewaterhouseCoopers and has asked the stockholders to ratify the selection. Stockholder ratification is not required by the corporation's bylaws. However, the Board of Directors is submitting this to the stockholders for ratification as a matter of good corporate governance. If the stockholders do not approve the selection of PricewaterhouseCoopers as the corporation's independent registered public accounting firm, the Board of Directors and the Audit Committee will reconsider the appointment. Are there any questions concerning the proposal? Hearing no questions. Our third item of business is a nonbinding advisory vote to approve the compensation of our named executive officers, otherwise known as a say-on-pay vote as set forth in the proxy statement. Stockholder approval is not required by the corporation's bylaws. However, the Board of Directors is submitting this to the stockholders for approval as a matter of good corporate governance and the Compensation Committee will consider the outcome of the vote when making future decisions regarding the compensation of our named executive officers. The Board of Directors unanimously recommends that the stockholders vote in favor of this proposal. Are there any questions concerning the proposal? Hearing no questions. It is now 9:08 a.m. on June 17, 2020, 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 1, a majority of the votes properly cast or represented and entitled to vote has been voted in favor of the election of the persons nominated. With regard to proposal 2, a majority of votes properly cast or represented and entitled to vote have been voted in favor of the ratification of PricewaterhouseCoopers LLP as the corporation's independent registered accounting firm for the fiscal year ending December 31, 2020. With regard to proposal 3, a majority of votes properly cast or represented and entitled to vote have been voted in favor of the approval of the compensation of our named executive officers.

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 recorded 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. Thanks, all.

Ladies and gentlemen, that does conclude today's meeting. We do thank you for joining. You may now disconnect your lines.