HUBS 8-K
Hubspot Inc (HUBS)
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
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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:
Securities registered pursuant to Section 12(b) of the Act:
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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.
On April 10, 2025, the Board of Directors (the “Board”) of HubSpot, Inc. (the “Company”) approved the adoption of an Executive Severance Plan (the “Executive Severance Plan”) under which the Company’s Chief Executive Officer (“CEO”) and other currently serving named executive officers other than Messers. Halligan and Shah are eligible to receive severance payments and benefits in the event of a qualifying termination of their employment with the Company.
Executive Termination and Severance Outside of a Change in Control Period:
Under the terms of the Executive Severance Plan, in the event that an eligible participant’s employment is terminated by the Company or an affiliate without Cause (as defined in the Executive Severance Plan) and due to a reason other than such participant’s death or disability or, solely in the case of the CEO, if the CEO resigns for Good Reason (as defined in the Executive Severance Plan), and such termination or resignation occurs outside of the period beginning three months prior to a Change in Control (as defined in the Executive Severance Plan) and ending on the one-year anniversary of a Change in Control (the “Change in Control Period”), the eligible participant will be entitled to receive (i) an amount equal to the sum of (A) the eligible participant’s annual base salary at the rate in effect as of the date of termination and (B) a pro-rated portion of the participant’s target annual cash incentive compensation or target sales incentive plan commission (“Target Bonus”) in effect immediately prior to the date of termination, which amount will be paid out in substantially equal installments over 12 months following termination, (ii) subject to the eligible participant’s proper election to receive COBRA benefits, payment of the COBRA premiums by the Company for up to 12 months following termination, and (iii) solely in the case of the CEO, accelerated vesting of any outstanding equity incentive awards held by the CEO as of the date of termination that would have otherwise vested during the 12-month period following the date of termination (with any equity awards subject to performance-based vesting being deemed earned at the target level of performance).
Executive Termination and Severance During a Change in Control Period:
If an eligible participant’s employment is terminated by the Company or an affiliate without Cause and for a reason other than the participant’s death or disability or if an eligible participant resigns for Good Reason and such termination or resignation occurs during the Change in Control Period, the eligible participant will be entitled to receive (i) a lump sum payment equal to the sum of (A) the eligible participant’s base salary (or, in the case of the CEO, 1.5 times the CEO’s base salary) at the rate in effect as of the date of termination (or at the rate in effect immediately prior to the Change in Control, if higher) and (B) the eligible participant’s Target Bonus in effect as of the date of termination (or in effect immediately prior to the Change in Control, if higher), (ii) subject to the eligible participant’s proper election to receive COBRA benefits, payment of the COBRA premiums by the Company for up to 12 months (or, in the case of the CEO, 18 months) following termination, and (iii) accelerated vesting of any outstanding equity incentive awards held by the eligible participant as of the date of termination (with any equity incentive awards subject to performance-based vesting being deemed earned at the actual level of performance or, if the actual level of performance is not determinable, at the target level of performance).
Receipt of the severance payments and benefits described above under the Executive Severance Plan is subject to the eligible participant’s execution and the effectiveness of a separation agreement and release in a form and manner satisfactory to and provided by the Company that contains, among other provisions, a general release of claims in favor of the Company and related persons and entities, confidentiality, return of property, and non-disparagement provisions, a reaffirmation of the eligible participant’s Continuing Obligations (as defined in the Executive Severance Plan), and, in the Company’s sole discretion, a one-year post-employment noncompetition agreement (where applicable law allows), and provides that if the eligible participant breaches any of the Continuing Obligations, all severance payments and benefits shall immediately cease.
The term of the Executive Severance Plan will terminate on April 10, 2028 unless it is extended in the sole discretion of the Administrator of the Executive Severance Plan.
The foregoing description of the Executive Severance Plan does not purport to be complete and is subject to, and qualified in its entirety by, the full text of such plan, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) |
Exhibits: |
Exhibit no. |
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Description |
10.1+ |
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Executive Severance Plan, effective April 10, 2025. |
104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 hereunto duly authorized.
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Date: |
April 11, 2025 |
By: |
/s/ Erika Fisher |
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Erika Fisher |
Exhibit 10.1
HubSpot, Inc.
Executive Severance Plan
1. Purpose. HubSpot, Inc., a Delaware corporation (the “Company”), considers it essential to foster the continuous employment of key management personnel. The Company acknowledges the possibility of an involuntary termination of employment exists and that such possibility, and the uncertainty and questions that it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company. Therefore, the Board (as defined in Section 2 hereof) has determined that the HubSpot, Inc. Executive Severance Plan (the “Plan”) should be adopted to reinforce and encourage the continued attention and dedication of the Company’s Covered Executives (as defined in Section 2 hereof) to their assigned duties without distraction. Nothing in this Plan shall be construed as creating an express or implied contract of employment and nothing shall alter the “at will” nature of the Covered Executives’ employment with the Company.
2. Definitions. The following terms shall be defined as set forth below:
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4. Eligibility. All Covered Executives who have executed and submitted to the Company a Participation Agreement, and satisfied such other requirements as may be determined by the Administrator, are eligible to participate in the Plan. The Administrator may determine at any time that a Covered Executive should no longer be designated as such as a result of a material change in such Covered Executive’s role, and such individual shall cease to be eligible to participate in the Plan upon the Administrator taking action by resolution to update the Exhibit A hereto.
5. Termination Benefits Generally. In the event a Covered Executive’s employment with the Company and its Affiliates terminates for any reason, the Company shall pay or provide to the Covered Executive any Accrued Benefits within the time required by law, but in no event more than 60 days after the Date of Termination.
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8. Additional Limitation.
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9. Tax Withholding. All payments made by the Company under this Plan shall be subject to any tax or other amounts required to be withheld by the Company under applicable law.
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11. Notice and Date of Termination.
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HubSpot, Inc.
Attention: Chief Legal Officer
Two Canal Park
Cambridge, Massachusetts 02141
Email: [email protected]
[subject line: Attn Chief Legal Officer: Executive Severance Plan]
12. Unfunded Plan. This Plan is unfunded and shall not create (or be construed to create) a trust or separate fund and this Plan does not establish any fiduciary relationship between the Company or any of its Affiliates and any Covered Executive.
13. No Mitigation. The Covered Executive is not required to seek other employment or to attempt in any way to reduce any amounts payable to the Covered Executive by the Company under this Plan.
14. Benefits and Burdens. This Plan shall inure to the benefit of and be binding upon the Company and the Covered Executives, their respective successors, executors, administrators, heirs and permitted assigns. In the event of a Covered Executive’s death after a termination of employment but prior to the completion by the Company of all payments due to such Covered Executive under this Plan, the Company shall continue such payments to the Covered Executive’s beneficiary designated in writing to the Company prior to Covered Executive’s death (or to the Covered Executive’s estate, if the Covered Executive fails to make such designation).
15. Enforceability. If any portion or provision of this Plan is to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Plan, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, will not be affected thereby, and each portion and provision of this Plan will be valid and enforceable to the fullest extent permitted by law.
16. Waiver. No waiver of any provision hereof will be effective unless made in writing and signed by the waiving party. The failure of any party to require the performance of any term or obligation of this Plan, or the waiver by any party of any breach of this Plan, will not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.
17. Non-Duplication of Benefits and Effect on Other Plans. Notwithstanding any other provision in the Plan to the contrary, the benefits provided hereunder are in lieu of any other severance payments and/or benefits provided by the Company, including any such payments and/or benefits pursuant to an employment agreement or offer letter between the Company and any Covered Executive.
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18. No Contract of Employment. Nothing in this Plan will be construed as giving any Covered Executive any right to be retained in the employ of the Company or its Affiliates or affect the terms and conditions of a Covered Executive’s employment with the Company or its Affiliates.
19. Amendment or Termination of Plan. The Company may amend or terminate this Plan at any time or from time to time, but no such action will adversely affect the rights of any Covered Executive without the Covered Executive’s written consent.
20. Governing Law. This Plan will be construed under and be governed in all respects by the laws of the State of Delaware, without giving effect to the conflict of laws principles.
21. Obligations of Successors. In addition to any obligations imposed by law upon any successor to the Company, any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company shall expressly assume and agree to perform this Plan in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.
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