HP INC
For the period ended Apr 22, 2024. Filed Feb 26, 2024.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 22, 2024 · Filed Feb 26, 2024
Contents
Cover page
Show cover page
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
| ☑ | Filed by the Registrant | ☐ | Filed by a Party other than the Registrant |
|---|
| CHECK THE APPROPRIATE BOX: | |
|---|---|
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☑ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Under Rule 14a-12 |
HP Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
| PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY): | |
|---|---|
| ☑ | No fee required. |
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Message from the Chief Executive Officer
Dear Stockholders:
Reflecting back on our 2023 fiscal year, there are many reasons to be optimistic about the future of our company.I realize that may sound a bit counter-intuitive, given the external challenges that constrained growth across the industry. We certainly were not immune to these dynamics, with net revenue down 15 percent to $53.7 billion.But when you take a closer look at the underlying health of our business and our progress against our long-term growth priorities, you see a company on the rise. And I’m incredibly proud of the way our team performed last year in a tough environment.We innovated across Personal Systems and Print to strengthen our portfolio. We delivered mid-single-digit growth in our key growth areas, which collectively drove approximately 20 percent of our total company revenue.We demonstrated operational excellence across the business and exceeded our gross annualized structural cost savings target for the year—the combination of which enabled us to deliver strong operating margins.Simply put, it was a year of steady progress.We grew our quarterly non-GAAP operating profit and non-GAAP diluted net earnings per share sequentially throughout our 2023 fiscal year. Our second half results were significantly stronger than the first. And our Future Ready plan is enabling us to better serve our customers while driving long-term sustainable growth and value creation.Innovating in the Age of AILooking ahead, we see significant opportunities to accelerate innovation and growth in the age of AI.Few technologies have had such a significant impact in such short period of time. The convergence of highly accessible computing power with massive amounts of data and deep learning will create new growth opportunities in our core business, help to accelerate our growth in services and subscriptions, and drive internal productivity.Our biggest opportunity is within Personal Systems. The ability to run generative AI applications on a PC will enable more personalized experiences while offering key advantages versus cloud-based AI applications, including faster speed, better security and privacy protections, and lower cost of implementation.We’re excited to launch our first AI PCs later this year, and we believe the overall PC category growth rate can double over the next three years as we drive market adoption and penetration.Creating the Future of WorkIn addition to AI, another topic on the mind of many customers today is hybrid work.The truth is, a lot of companies are struggling to keep employees engaged, productive and secure in a post-pandemic world. As IT departments work to overcome these challenges, it is opening the door for us to meet a wider range of customer needs than ever before.This is an enormous opportunity for HP, and we are focused on architecting our portfolio to become the hybrid work solutions leader.HP’s portfolio across computing, printing and video conferencing is uniquely positioned to win in the market. We also have an installed base of more than 350 million end points leveraging data and telemetry—and our ability to run AI applications on top of this data will make us an indispensable partner to companies looking to simplify IT management, improve productivity and security, and create better employee experiences.
Our Future Ready plan is enabling us to better serve our customers while driving long-term sustainable growth and value creation.”
| 2024 PROXY STATEMENT | 1 |
|---|
Message from the Chief Executive Officer
Earning the Trust of our CustomersUnderpinning all of this is our brand. It’s one of HP’s greatest strengths, and it has stood the test of time because it is trusted by customers and consumers around the world. This is something we will never take for granted, and our teams work hard to earn this trust every single day.This starts with security, as we are continuing to expand our endpoint security solutions to protect a growing number of devices across a growing number of locations. And it extends into our communities through the progress we are making against our Sustainable Impact agenda. More than 60 percent of our 2022 fiscal year revenue was derived from products and services that meet leading environmental standards and reduce our environmental impact―and we will share our latest progress when we release our sustainability report later this year.This work is driving innovation, helping to win deals and receiving widespread recognition—such as being named one of the “Most Sustainable Companies” by Barron’s, one of America’s “Most Just Companies” by JUST Capital and CNBC, and one of the “Best Employers for Diversity” by Forbes.Accelerating Growth Through our Future Ready PlanWe are excited about the road ahead as we continue driving progress against our Future Ready plan. As you know, the plan has three key pillars.First and foremost, we are orienting our portfolio around profitable growth—both in our core businesses, as well as the attractive adjacencies we have identified. Throughout 2024, you will see us place a big emphasis on AI to unleash a new category of devices. We will launch new PC and print solutions that enable flexibility, simplicity, security, and sustainability for customers in a hybrid world. And we will shift more of our offerings to subscriptions, which will create greater value for customers and drive recurring revenue for our business.All of this supports our strategy to accelerate in our key growth areas. Collectively, we expect our Hybrid Systems, Gaming, Workforce Solutions, Consumer Subscriptions, Industrial Graphics and 3D businesses to grow to at least $15 billion in revenue by our 2026 fiscal year—with services, software and subscriptions accounting for at least 30% of this mix.Second, we are continuing to develop the operational capabilities needed to support our growth, including a more flexible and resilient supply chain. We are also driving the next phase of our digital transformation, which is being accelerated by AI to automate new processes and workflows. We are continuing to reduce our structural costs, well on our way to delivering $1.6 billion dollars in gross annual run-rate structural savings by the end of our 2025 fiscal year. And we are advancing our sustainability initiatives aligned with the targets we have set.The third pillar of our plan is focused on our people. We continue to strengthen our talent and culture to achieve our goals.We have added several strong executive leaders to support our strategy. We are investing in training and development across the company to ensure our teams have the skills needed to win in our markets. And all of this is rooted in our longtime culture of diversity, equity and inclusion―which helps us to attract and retain top talent from around the world and better understand the needs of the customers we serve.A Compelling InvestmentOur Future Ready plan supports a clear and compelling investment thesis.We have market-leading portfolios in the PC and Print categories. We have significant opportunities to accelerate in key growth areas where we are currently under-indexed, which will be accretive to our margins over time. We have world-class operational capabilities to deliver on our targets and drive structural cost reductions. And we are committed to a shareholder-friendly capital return strategy.All of this gives us confidence in our ability to deliver sustained revenue, non-GAAP operating profit, non-GAAP diluted net earnings per share, and free cash flow growth. While the external environment will remain volatile, and our progress may not always be linear, we are heading in the right direction and well-positioned for the future.I look forward to continuing to share our progress in the coming quarters. Thank you for the trust you have placed in HP with your investment.
Saludos, Enrique LoresPresident and CEO
2
Message from the Chair
To our Stockholders:
We are pleased to invite you to attend HP Inc.’s annual meeting of stockholders to be held on Monday, April 22, 2024 at 2:00 p.m., Pacific Time. This year’s annual meeting will be a virtual meeting of stockholders, conducted via live audio webcast.
During fiscal 2023, HP delivered significant progress against our strategic priorities in the face of a challenging external environment. Our performance reinforced the Board’s confidence that our executive team will continue to execute on the initiatives we have set forth, allowing us to capitalize on opportunities when the market improves and new innovations, such as AI, come to the fore. With our market-leading PC and Print business, attractive portfolio of growth businesses and globally trusted brand, we believe HP is well positioned for the future.Importantly, not only have we executed against our business priorities, we have done so while staying true to our values. For example, we were recognized as one of the World’s Most Ethical Companies by Ethisphere for the fourth year in a row. Moreover, we continued our commitment to diversity, equity and inclusion, with women representing approximately 33% of HP’s full time executive positions globally and 45% of our U.S. hires in fiscal 2023 being ethnically diverse.This commitment is also reflected in our Board, with 58% of our Board nominees identifying as gender and/or ethnically diverse and three of our four committee chairs being women. Our Board brings a unique set of perspective, skills, and proven experience enabling us to provide effective oversight and strategic advice to HP’s management. This was most recently illustrated by the appointment of David Meline to our Board in November 2023. David brings significant experience in driving operational performance, scaling growth businesses and delivering strong financial performance across industries, which we believe will be invaluable to HP.Your vote is important. Regardless of whether you participate in the annual meeting, we hope you vote as soon as possible. You may vote by proxy online or by phone, or, if you received paper copies of the proxy materials by mail, you may also vote by mail by following the instructions on the proxy card or voting instruction card. Voting online or by phone, written proxy or voting instruction card ensures your representation at the annual meeting regardless of whether you attend the virtual meeting.For details about how to attend the meeting online, submit questions before or during the meeting, and information on the business to be conducted at the annual meeting, please refer to the accompanying Notice of Annual Meeting and Proxy Statement.Thank you for your ongoing support of, and continued interest in, HP Inc.Sincerely,Chip Bergh Chair of the Board
With our market-leading PC and Print business, attractive portfolio of growth businesses and globally trusted brand, we believe HP is well positioned for the future.”
| 2024 PROXY STATEMENT | 3 |
|---|
Notice of Annual Meeting of Stockholders
This notice of annual meeting of HP’s stockholders (the “annual meeting”), proxy statement and form of proxy for HP Inc. (“HP” or the “Company”) are being distributed and made available on or about February 26, 2024.
| Time and Date 2:00 p.m., Pacific Time, on Monday, April 22, 2024 | Place Online at www.virtualshareholdermeeting.com/HPQ2024 | Record Date February 22, 2024 |
Items of Business
| Board Proposals · Board Recommendation · Page | |||
|---|---|---|---|
| 1 | To elect the 12 Directors named in this proxy statement | FOR each director nominee | 14 |
| 2 | To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2024 | FOR | 47 |
| 3 | To approve, on an advisory basis, the Company’s named executive officer compensation (“say on pay” vote) | FOR | 49 |
| 4 | To approve the Fourth Amended and Restated HP Inc. 2004 Stock Incentive Plan | FOR | 83 |
| 5 | To approve an amendment to the Company’s Certificate of Incorporation to limit the liability of officers as permitted by law. | FOR | 90 |
| Stockholder Proposal | |||
| 6 | To consider and vote on a stockholder proposal described in this proxy statement, if properly presented at the meeting | AGAINST | 94 |
| Such other business as may properly come before the meeting | |||
| Voting | Virtual Meeting AdmissionStockholders of record as of February 22, 2024, will be able to participate in the annual meeting by visiting our annual meeting website at www.virtualshareholdermeeting.com/HPQ2024. To participate in the annual meeting, you will need the 16-digit control number included on your notice of Internet availability of the proxy materials, proxy card or on the instructions that accompanied your proxy materials. If you have any questions about your control number, please contact the bank, broker, or other nominee that holds your shares.The annual meeting will begin promptly at 2:00 p.m., Pacific Time. Online check-in will begin at 1:30 p.m., Pacific Time, and you should allow ample time for the online check-in procedures.Annual Meeting Website The online format used by HP Inc. for the annual meeting also allows us to communicate more effectively with you. Stockholders can submit questions in advance of the annual meeting, by visiting our annual meeting website at www.proxyvote.com/HP. Stockholders can also access copies of our proxy statement and annual report at the annual meeting website.Adjournments and PostponementsAny action on the items of business described above may be considered at the annual meeting at the time and on the date specified above or at any time and date to which the annual meeting may be properly adjourned or postponed.By order of the Board of Directors, Rick HansenSVP, Deputy General Counsel, Corporate, and Corporate Secretary |
|---|---|
| Internet www.proxyvote.com/HP prior to the meeting Telephone 1-800-690-6903During the meeting please visit www.virtualshareholdermeeting.com/ HPQ2024 Mail You can vote by mail by requesting a paper copy of the materials, which will include a proxy card. Return the card to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. | |
| Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on April 22, 2024. The definitive proxy statement and HP Inc.’s 2023 Annual Report are available electronically at www.proxyvote.com/HP. | |
4
Notice of Annual Meeting of Stockholders
Your vote is very important. Regardless of whether you plan to virtually attend the annual meeting, we hope you will vote as soon as possible. You may vote your shares over the Internet or via a toll-free telephone number. If you received a paper copy of a proxy or voting instruction card by mail, you may submit your proxy or voting instruction card for the annual meeting by completing, signing, dating and returning your proxy or voting instruction card in the pre-addressed envelope provided. Stockholders of record and beneficial owners will be able to vote their shares electronically at the annual meeting (other than shares held through the HP Inc. 401(k) Plan, which must be voted prior to the meeting). For specific instructions on how to vote your shares, please refer to the section entitled “Questions and Answers—Voting Information” beginning on page 99 of the proxy statement.
| 2024 PROXY STATEMENT | 5 |
|---|
Proxy Statement Summary
The following is a summary of certain key disclosures in our proxy statement. This is only a summary, and it may not contain all the information that is important to you. For more complete information, please review the proxy statement as well as our 2023 Annual Report on Form 10-K. References to “HP,” “the Company,” “we,” “us” or “our” refer to HP Inc.
| Item1 | Election of Directors•11 of our 12 Director nominees are independent, including six women and four director nominees who identify as racially/ethnically diverse.•Our Board is led by an independent Chair.•Key information regarding all 12 of our Board nominees is summarized in the table below. | The Board recommends a vote FOR each Director nominee |
|---|---|---|
| Further information beginning on page 14. |
| Item2 | Ratification of Independent Registered Public Accounting Firm•The Audit Committee of the Board has selected Ernst & Young LLP to act as HP’s independent registered public accounting firm for the fiscal year ending October 31, 2024 and seeks ratification of the selection. | The Board recommends a vote FOR this Proposal |
|---|---|---|
| Further information beginning on page 47. |
| Item3 | Advisory Vote to Approve Named Executive Officer Compensation (“Say on Pay” Vote)•Our Board and the HR and Compensation (“HRC”) Committee are committed to an executive compensation program that aligns the interests of our executives with those of our stockholders. To fulfill this mission, we have a pay-for-performance philosophy that drives decisions regarding executive compensation.•Our compensation programs have been structured to balance near-term results with long-term success, mitigate risks, and enable us to attract, retain, focus, and reward our executive team for delivering stockholder value. | The Board recommends a vote FOR this Proposal |
|---|---|---|
| Further information, including an overview of the compensation of our Named Executive Officers (“NEOs”), beginning on page 49. |
| Item4 | Approval of Fourth Amended and Restated HP Inc. 2004 Stock Incentive Plan•The approval of the Amended 2004 Plan would make an additional 45,700,000 shares of common stock available for issuance pursuant to share-based compensation awards granted under the plan.•The Board is asking stockholders to approve the Amended 2004 Plan so that we may continue to use stock options, restricted stock, restricted stock units (“RSUs”) and other share-based compensation awards to attract and retain high-quality employees whose interests are aligned with those of our stockholders. | The Board recommends a vote FOR this Proposal |
|---|---|---|
| Further information beginning on page 83. |
6
Proxy Statement Summary
| Item5 | Approval of Amendment to Certificate of Incorporation to Limit the Liability of Officers as Permitted by Law•The approval of an amendment to our Certificate of Incorporation to limit the liability of officers as permitted by a recent amendment to the Delaware General Corporation Law.•The Board is asking stockholders to approve the amendment to our Certificate of Incorporation for the reasons described below under Proposal 5. | The Board recommends a vote FOR this Proposal |
|---|---|---|
| Further information beginning on page 90. |
| Item6 | Stockholder Proposal: Stockholder Ratification of Termination Pay•This stockholder proposal requests that HP’s Board adopt a policy to seek stockholder approval of any senior managers’ new or renewed pay package that provides for severance or termination payments with an estimated value exceeding 2.99 times the sum of the executive’s base salary plus target short-term bonus. | The Board recommends a vote AGAINST this Proposal |
|---|---|---|
| Further information beginning on page 94. |
| 2024 PROXY STATEMENT | 7 |
|---|
Proxy Statement Summary
Business Highlights
HP Inc. is a leading global provider of personal computing and other digital access devices, imaging and printing products, and related technologies, solutions, and services. We sell to individual consumers, small- and medium-sized businesses and large enterprises, including customers in the government, health, and education sectors. We have three reportable segments: Personal Systems, Printing and Corporate Investments. The Personal Systems segment offers commercial and consumer desktops and notebooks, workstations, thin clients, commercial mobility devices, retail point of sale systems, displays, hybrid systems (including video conferencing cameras and solutions, headsets, voice and related software capabilities), software, support and services. The Printing segment provides consumer and commercial printer hardware, supplies, solutions and services. Corporate Investments include certain business incubation and investment projects.
For our overall strategy, our priorities are strengthening the core, accelerating our growth businesses, driving digital transformation and driving long-term value creation. We are focused on advancing our leadership in our core personal systems and printing markets, while continuing to modernize these businesses to excel in the hybrid world. We plan to invest in additional growth areas where our brand and IP provide a competitive advantage to disrupt industries. We strive to transform how we work and to become a more digitally powered and data enabled company, and significantly reduce structural costs. We have an incredible channel network, passionate employees and a culture committed to being Future Ready.
| FY23 performance highlights | |
| Net revenue | $4.6 billionnon-GAAP operating profit1 |
| By key segment and business unit |
Scale and Reach
(1)Non-GAAP operating profit and non-GAAP free cash flow are non-GAAP financial measures. Please refer to “Reconciliation of GAAP Measures to Non-GAAP Measures” on page 106 for a description and reconciliation of these non-GAAP financial measures relative to reported GAAP financial measures.(2)Based on CQ3’23 IDC Quarterly Tracker.(3)As of October 31, 2023.
Market leader#1In PCs (ex-China) and Print2
Innovation & IP23k+Patents
Scale 170+/58kCountries/Employees3
8
Proxy Statement Summary
Key Growth Areas
| Gaming | Hybrid Systems | Consumer Subscriptions |
|---|
| Industrial Graphics | Workforce Solutions | 3D & Personalization |
|---|
Future Ready
Enabling increased investment in our key growth areas to drive long term value creation by the end of fiscal 2025
Digital Transformation
Portfolio Optimization
Operational Excellence
| 2024 PROXY STATEMENT | 9 |
|---|
Proxy Statement Summary
Sustainable Impact
At HP, we believe how we do things is just as important as what we do. Through our Sustainable Impact program, we incorporate efforts to tackle key issues in Climate, Human Rights, and Digital Equity.
Our strategy
| Climate actionTaking urgent and decisive action with an aim to achieve net zero carbon emissions across our entire value chain, give back more to forests than we take, and innovate our products and services for a more circular economy. | Human rightsBuilding a culture of equity and empowerment within HP and beyond, where diversity is sought out and celebrated, and where universal human rights are understood and respected. | Digital equityAccelerating equitable access to education, healthcare, and economic opportunity for those who are traditionally excluded so they can participate and thrive in a digital economy. |
|---|
For more information about our Sustainable Impact agenda, and to reach our annual Sustainable Impact Report, please see the Sustainability section of our website at https://www.hp.com/us-en/hp-information/sustainable-impact.html. The content of our website is not incorporated by reference into this proxy statement or in any other report or document we file with the Securities and Exchange Commission (the “SEC”), and any references to our website are intended to be inactive textual references only.Our Sustainable Impact Report includes disclosures aligned with the following ESG frameworks: Sustainability Accounting Standards Board (SASB), Task Force on Climate-Related Financial Disclosure (TCFD), Global Reporting Initiative (GRI), and the World Economic Forum International Business Council (WEF IBC).The Board and its committees actively oversee HP’s Sustainable Impact, strategy and related risks. For information regarding the Board’s role in overseeing HP’s Sustainable Impact, please refer to “Spotlight on Board Oversight of ESG” on page 37.
10
Proxy Statement Summary
Recognition
| Ranked 3rd in America for environmental, social and governance performance | “A List” designation for its score in Climate and Water and remains the only company in the technology sector to report on its forest rating | Named one of the 100 Most Sustainable Corporations in the World for the 8th year in a row |
|---|---|---|
| Recognized as one of the World’s Most Ethical Companies for the 4th year in a row | Recognized for the 6th year in a row (3rd year for Sustained Excellence) | Member of the DJSI World and DJSI North America Indices in 2023, ranking 1st in the industry and listed on the world index for the 12th year in a row |
| Received a score of 100% on the Human Rights Campaign 2022 Corporate Equality Index for LGBTQ Equality | Included in the top 10 companies by revenue for clean energy for the 5th year in a row | Included in the CNBC JUST 100 list for the sixth consecutive year, ranking first in the technology hardware category |
| HP earned a Platinum Recognition level from EcoVadis for the 14th consecutive year that HP has been recognized for its sustainability practices | Named one of the Best Top Hispanic Employers |
|---|
- “World’s Most Ethical Companies” and “Ethisphere” names and marks are registered trademarks of Ethisphere LLC.
| 2024 PROXY STATEMENT | 11 |
|---|
Participating in Our Annual Meeting
HP’s current virtual format allows stockholders to submit questions and comments in our stockholder forum both before and during the meeting. We respond to all stockholder submissions received through the forum in writing on our investor relations website.
The virtual meeting format allows our stockholders to engage with us no matter where they live in the world and is accessible and available on any internet-connected device, be it a phone, a tablet, or a computer. We are able to reach a base of stockholders that is broader than just those who can travel to an in-person meeting. The virtual meeting gives us the opportunity to respond in thoughtful detail to every question our stockholders may have, rather than just the limited number of questions stockholders are able to ask at in-person meetings, which are answered without an opportunity for further information gathering or meaningful reflection. All of these benefits of a virtual meeting allow all of our stockholders to engage with us.
Stockholders can submit questions in advance of the annual meeting by visiting our annual meeting website at www.proxyvote.com/HP. All questions received, both during and prior to the meeting, are presented as submitted, uncensored and unedited except for certain personal details for data protection purposes. If we receive substantially similar questions, we will group such questions together and provide a single response to avoid repetition. Please visit our HP investor events page at https://investor.hp.com to read previously answered questions.
| Please join us for our Virtual Annual Meeting at www.virtualshareholder meeting.com/HPQ2024. | To participate in the annual meeting, you will need the 16-digit control number included on your notice of Internet availability of the proxy materials, on your proxy card or on the instructions that accompanied your proxy materials. |
|---|
We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call:
1-855-449-0991 (Toll-free)1-720-378-5962 (Toll line)
12
Table of Contents
| Corporate governance and board of directors | 14 | |||||
|---|---|---|---|---|---|---|
| Board Proposal No. 1 Election of Directors | 14 | About Our Corporate Governance | 33 | |||
| Vote Required | 14 | Stockholder Engagement | 41 | |||
| Who We Are | 14 | Related-Person Transactions Policies and Procedures | 42 | |||
| How We Are Selected | 26 | How We Are Compensated | 44 | |||
| How We Are Organized | 28 | |||||
| Audit matters | 47 | |||||
| Board Proposal No. 2 Ratification of Independent Registered Public Accounting Firm | 47 | Principal Accountant Fees and Services | 48 | |||
| Vote Required | 47 | Pre-Approval of Audit and Non-Audit Services Policy | 48 | |||
| Report of the Audit Committee of the Board of Directors | 47 | |||||
| Executive compensation | 49 | |||||
| Board Proposal No. 3 Advisory Vote to Approve Named Executive Officer Compensation | 49 | Board Proposal No. 4 Approval of the Fourth Amended and Restated HP Inc. 2004 Stock Incentive Plan | 83 | |||
| Vote Required | 49 | Vote Required | 83 | |||
| Compensation Discussion and Analysis | 50 | |||||
| HR and Compensation Committee Report on Executive Compensation | 66 | |||||
| Executive Compensation Tables | 67 | |||||
| Amendment to Certificate of Incorporation | 90 | |||||
| Board Proposal No. 5 Approval of Amendment to Certificate of Incorporation to limit the liability of officers as permitted by law | Summary of Amendment | 90 | ||||
| 90 | Reasons for Amendment | 91 | ||||
| Vote Required | 90 | Effectiveness of Amendment | 91 | |||
| Ownership of our stock | 92 | |||||
| Common Stock Ownership of Certain Beneficial Owners and Management | 92 | |||||
| Stockholder proposal | 94 | |||||
| Stockholder Proposal: Stockholder Ratification of Termination Pay | 94 | Board Response and Recommendation | 95 | |||
| Proposal 6 – Shareholder Opportunity to Vote on Excessive Golden Parachutes | 94 | Vote Required | 96 | |||
| Other matters | 97 | |||||
| Questions and Answers | 97 | |||||
| Forward-Looking Statements | 105 | |||||
| Reconciliation of GAAP Measures to Non-GAAP Measures | 106 | |||||
| Annex A: Fourth Amended and Restated HP Inc. 2004 Stock Incentive Plan | 107 | |||||
| 2024 PROXY STATEMENT | 13 |
|---|
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.