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

Good morning, and welcome to HubSpot Inc.'s 2021 Virtual Shareholder Meeting. I would now like to introduce the first presenter, Lorrie Norrington.

Good morning, and welcome, everyone. My name is Lorrie Norrington, and I'm the Lead Director 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.

Thank you, Lorrie. It's our pleasure to welcome our shareholders and visitors to our virtual annual meeting of HubSpot. This meeting is being held in accordance with our 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 23, 2021. The notice of Internet availability of our notice and proxy statement was mailed on or about April 23, 2021, to all our shareholders of record at the close of business on April 8, 2021. 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 our directors and officers who are with us today. Our outside directors are Ron Gill, Julie Herendeen, Avanish Sahai, Nick Caldwell, Jay Simons, Jill Ward and Lorrie Norrington. Our officers are: Dharmesh Shah, Chief Technology Officer; Kate Bueker, Chief Financial Officer; and Yamini Rangan, Chief Customer Officer. Our independent auditors, PricewaterhouseCoopers LLP, is represented at this meeting by Craig Robichaud. Our outside counsel, Goodwin Procter LLP, is represented by Joe Theis. They will be available during the meeting to respond to appropriate questions. 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 8, 2021. Shareholders of record on that date are entitled to vote at this meeting. We have available on the web portal a record of shareholders as of that date. A duplicate record has been on file in the company's record books with the last 10 days immediately prior to the date of this meeting and has been available for inspection by any shareholder during that period by request. If any shareholder wishes to address the Lead Director or me during the formal part of this meeting, please do so by submitting your comment through the web portal. After recognition, please then state your name, affiliation, if any, and the number of shares you represent as of April 8, 2021. As a reminder, your comments and questions must be directly related to the proposals under consideration. If you have any questions on the rules of conduct for the meeting, we have posted the rules on the web portal. 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 this meeting. Joseph, do we have a quorum present?

Yes. Of the 47,088,999 shares of common stock entitled to vote at the meeting, 43,578,476 shares are represented either in person or by proxy, and therefore, a quorum is present.

Thanks, Joseph. 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 the voting button on the web portal and following the instructions there. It is now 11:34 a.m. on June 3, 2021, and the polls for each matter to be voted on at this annual meeting are now open. Our first item of business is the election of directors. At this meeting, we will be voting on 3 nominees for Class I 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: Brian Halligan, Ron Gill and Jill Ward to be elected to serve as Class I directors. Our bylaws require that a shareholder provide advanced notice to HubSpot of a shareholder's intent to nominate persons as directors. No such notice was received. Accordingly, I declare the nominations for directors closed. The Board of Directors unanimously recommends that shareholders vote in favor of this proposal. Are there any questions concerning the proposal? [Voting]

There being no questions, we'll move to the second item of business. The second item of business is the ratification of the appointment of PricewaterhouseCoopers as HubSpot's independent registered public accounting firm for the fiscal year ending December 31, 2021. The Audit Committee of the Board of Directors, which is comprised entirely of independent directors, appointed PricewaterhouseCoopers as HubSpot's independent registered public accounting firm to audit HubSpot's financial statements for the fiscal year ending December 31, 2021. The Board of Directors approved the selection of PricewaterhouseCoopers and has asked the shareholders to ratify the selection. Shareholder ratification is not required by HubSpot's bylaws. However, the Board of Directors is submitting this to shareholders for ratification as a matter of good corporate governance. If the shareholders do not approve the selection of PricewaterhouseCoopers as HubSpot'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? [Voting]