HUBSPOT INC

The proposal requests the Board amend the company’s governing documents to permit holders of a combined 10% of outstanding common stock (or the minimum allowed under state law) to call a special stockholder meeting, with the option for a virtual meeting. The proponent argues this would give shareholders a mechanism to convene and address urgent strategic or governance issues when the company underperforms, citing recent share-price volatility, analyst downgrades, customer complaints about pricing, a technical incident, and declines in web traffic. The proposal also requests that such meetings be easy to convene online. The Board recommends voting against the proposal, stating a 10% threshold could allow a small group to exert disproportionate influence, would impose operational burdens and costs, and that existing engagement channels and governance safeguards already provide stockholder accountability.