HUBSPOT,INC. (NYSE:HUBS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

Election of Director

(d) On January25, 2017, the Board of Directors (the Board) of
HubSpot, Inc. (the Company) approved an increase in the size of
the Board from 8 directors to 9 directors and appointed Jay
Simons as a class III director of the Company to fill the vacancy
created by the increase in Board size. The term of the Companys
class III directors, including Mr.Simons, expires at the annual
meeting of stockholders to be held in 2017 or upon the election
and qualification of successor directors. The Board also
appointed Mr.Simons to the Compensation Committee of the Board.

Mr.Simons compensation will be consistent with that provided to
all of the Companys non-employee directors to the Companys
Non-Employee Director Compensation Policy (which is described in
Item8.01 of this Report on Form 8-K). In addition, the Company
expects to enter into an indemnification agreement with Mr.Simons
in connection with his appointment to the Board in substantially
the same form as that entered into with the other directors of
the Company.

There is no arrangement or understanding to which Mr.Simons was
appointed to the Board. There are no family relationships between
Mr.Simons and any director or executive officer of the Company,
and Mr.Simons has no direct or indirect material interest in any
transaction required to be disclosed to Item404(a) of Regulation
S-K.

Item7.01 Regulation FD Disclosure

On January25, 2017, the Company issued a press release announcing
Mr.Simons appointment to the Board as discussed in Item5.02(d) of
this Report on Form 8-K. The full text this press release is
attached hereto as Exhibit 99.1 and is incorporated by reference
herein. The information in this Item7.01 and Exhibit 99.1
attached hereto is intended to be furnished and shall not be
deemed filed for purposes of Section18 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.

Item8.01 Other Events.

Revised Non-Employee Director Compensation Policy

On January25, 2017, the Board approved a revised Non-Employee
Director Compensation Policy (the Policy), a copy of which is
filed herewith as Exhibit 10.1 and incorporated by reference
herein. Under the Policy, the Companys non-employee directors
will be compensated for service on the Board as follows:

Equity Grants

Each of the Companys non-employee directors will receive an
annual equity grant following the annual meeting of stockholders
of $165,000 worth of the Companys common stock in the form of
stock options and/or restricted stock units, as determined by the
Compensation Committee of the Board. Newly-elected non-employee
directors will receive a pro-rated equity grant in connection
with their appointment or election to the Board. The

options and restricted stock units will vest in full on the first
anniversary of the grant date (or, if earlier, the annual meeting
of stockholders that is closest to the one-year anniversary). All
unvested equity awards held by a non-employee director will
accelerate and immediately vest if the non-employee directors
service relationship ends within three months prior to or 12
months following a change of control of the Company.

Cash Retainers

Each of the Companys non-employee directors will also annually
receive $30,000 for general availability and participation in
meetings and conference calls of the Board, to be paid quarterly
in advance. Additionally, the audit committee chairperson will
annually receive $18,500, an audit committee member will annually
receive $7,100, the compensation committee chairperson will
annually receive $10,000, a compensation committee member will
annually receive $5,000, the nominating and corporate governance
committee chairperson will annually receive $6,000, a nominating
and corporate governance committee member will annually receive
$3,000, and the Companys lead independent director will annually
receive $11,500, in each case, to be paid quarterly in advance.
Directors shall be entitled to retain any retainer fees paid in
advance with respect to the quarter in which he or she ceases to
be a director or ceases to serve on a committee, as committee
chair or as lead independent director.

Directors affiliated with an investor in the Company (Investor
Directors) that holds one percent or more of the Companys capital
stock are not eligible to receive cash retainer fees or equity
compensation under the Policy. Directors affiliated with an
investor who falls below the 1% threshold will become eligible to
receive cash retainer fees beginning in the calendar quarter
following the date in which the Company is notified that such
investors holdings have fallen below 1% and will become eligible
to receive an annual equity grant at the next annual meeting
following such date.

Expenses

The Company will continue to reimburse non-employee directors for
their travel, lodging and other reasonable expenses incurred in
attending meetings of Board and committees of the Board.

Item9.01 Financial Statements and Exhibits.

(d)Exhibits.

About HUBSPOT, INC. (NYSE:HUBS)

HubSpot, Inc. (HubSpot) provides a cloud-based marketing and sales software platform. The Company’s software platform features integrated applications, which include social media, search engine optimization (SEO), blogging, Website content management, marketing automation, e-mail, customer relationship management (CRM), analytics and reporting. The Company sells three product plans: HubSpot Basic, which includes its platform with applications, such as blogging, landing pages, Social Inbox, e-mail marketing, and analytics and reporting; HubSpot Pro, which includes the platform with all the applications included in HubSpot Basic and also applications, such as CRM integration, marketing automation and smart content, and HubSpot Enterprise, which includes its platform with all the applications included in HubSpot Pro and also applications, such as A/B testing and optimization, tracking custom events and reporting capabilities. The Company also offers professional services and support.

HUBSPOT, INC. (NYSE:HUBS) Recent Trading Information

HUBSPOT, INC. (NYSE:HUBS) closed its last trading session up +3.15 at 53.40 with 487,945 shares trading hands.