Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 13, 2022, based on the recommendation of the nominating and ESG committee of the board of directors (the "Board") of HubSpot, Inc. (the "Company"), the Board approved an amendment to the Company's third amended and restated bylaws (the "Amendment"), effective immediately. The Amendment provides that a stockholder (or a group of up to 20 stockholders) that has held at least 3% of the voting power of the Company's capital stock for three years or more may nominate a number of candidates for director not to exceed the greater of (i) two or (ii) 20% of the number of directors in office as of the last day on which a notice of nomination of a director nominee by a stockholder may be timely delivered pursuant to and in accordance with the Amendment.

A copy of the Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference, and the foregoing summary is qualified in its entirety by reference to the full text of the Amendment.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits



Exhibit No.   Description
3.1             First Amendment to Third Amended and Restated Bylaws of HubSpot,
              Inc.
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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