HP INC
For the period ended Apr 14, 2025. Filed Feb 24, 2025.
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Apr 14, 2025 · Filed Feb 24, 2025
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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
“In the coming year, I am excited to continue unlocking opportunities, building on our momentum, and shaping the next era of work and technology. ”
Dear stockholders:
Fiscal year 2024 was a year of meaningful progress and innovation for HP. Together, we advanced our strategy, delivering solutions that empower people and businesses to thrive, while building momentum for long-term growth.
Our focus on innovation led to the launch of the Workforce Experience Platform to improve productivity and collaboration, the AI PC portfolio to transform hybrid work, and our HP All-In Subscription Print Plan to enhance convenience for consumers. These achievements underscore HP’s ability to adapt to shifting customer needs and deliver exceptional value across our offerings.
Thanks to the dedication of our team and the strength of our portfolio, we closed the year with $53.6 billion in revenue and strong contributions from our key growth areas, which represented approximately 20 percent of total company revenue.
As we move forward, we remain confident in our ability to capitalize on the opportunities ahead while continuing to deliver impact for our customers, partners, and stockholders.
The opportunity to lead the future of work
The work landscape is evolving.
Expectations of workers and employers are shifting. Companies need highly productive workforces and continuous innovation to stay ahead of the competition and drive sustainable growth. Employees are seeking more. They want fulfillment in the work they do – meaning and purpose, community, development, and more.
We also know work models are changing, and it looks different for every organization. We’re seeing a wide-range of approaches, including remote, hybrid, flexible and in-office, each requiring collaborative technology and tools to succeed.
In addition, customers across all industries are realizing the benefits – and power – of AI. Within HP, we’re not only embedding it into our portfolio, but we’re also embracing it across the organization.
Our teams are using it to drive efficiencies, refine processes and automate tasks, resulting in improvements like customer call time reduction.
We know the proliferation of AI and flexible work demands new solutions and experiences.
Using smart technology and creating personalized experiences, HP is well-equipped to mend the world’s relationship with work. We believe we have a leading role to play in defining the future of work, a world in which employers experience growth and employees realize professional fulfillment.
Transforming to lead the next era
To advance our ambitious goals and remain competitive, we are sharpening our strategic focus.
Our priorities are clear, and our portfolio is strong. As we endeavor to lead in this next era, we are laser focused on five key areas to achieve progress.
AI is central to our strategy and pivotal in shaping our future. Building on the work already underway at HP, including our AI PC lineup, we will prioritize investments and innovations in new AI-powered capabilities. Our recently formed Technology and Innovation Organization (TIO) will enable us to innovate at scale and speed and build an ecosystem of products that work better together.
| 2025 Proxy Statement | 1 |
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Message from the Chief Executive Officer
We are also accelerating our momentum in the commercial space, and our shift to contractual. That’s because commercial segments are growing faster than consumer. We know the opportunity here depends on the integration of our portfolio – personal systems, print and services – and a common experience across all of HP’s offerings.
And on the solutions side, our expanded HP Solutions organization is expected to continue to deliver even greater value to our customers, with the goal of driving growth and double-digit profitability.
By prioritizing profitable opportunities in consumer, we will be better positioned to fuel our growth engine. This means we are focused on categories like premium consumer and gaming, as well as Consumer Services.
Lastly, we are doubling down on our digital transformation efforts. In recent years, we have focused on creating cutting-edge solutions and invested in new technologies, to stay ahead of the curve and drive progress. We will build on our progress, taking bold steps to advance innovation and enhance collaboration.
As we always have, we will lead with performance, sustainability and security across every initiative and experience.
Operating as One HP
With the tremendous opportunities ahead, we are evolving how we work to deliver even greater impact for our stakeholders.
Guided by our values and keeping our customers at the core of everything we do, we are committed to operating as One HP. This unified approach enables us to deliver seamless, consistent experiences across our entire portfolio. By integrating our expertise in personal systems, print and services, we are creating solutions that are smarter, more efficient, and more impactful than ever before.
This is not just about working together—it’s about unlocking the power of our collective innovation and delivering meaningful experiences.
An exciting path ahead
As we reflect on this year’s achievements, we believe it is clear that HP is uniquely positioned to lead the future of work. Guided by our commitment to innovation, growth, and fulfillment, we are delivering solutions that empower people everywhere to thrive in an ever-changing world.
We are confident in our strategic focus and firmly believe it will enable us to deliver solid growth.
By working seamlessly as One HP across teams, technologies, and customer touchpoints, we will deliver experiences that meet the needs of our customers. From AI-powered devices to personalized solutions and sustainability-driven innovations, we are redefining how work gets done, making it more productive for businesses and more fulfilling for individuals.
In the coming year, I am excited to continue unlocking opportunities, building on our momentum, and shaping the next era of work and technology. Thank you for your trust, support, and partnership as we move forward on this exciting path together.
Saludos,
Enrique Lores
President and CEO
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Message from
the Chair
“With expertise in personal systems, print and services, we believe HP is well positioned to capitalize on the opportunities ahead and be a leader in the future of work.”
To our stockholders:
We are pleased to invite you to attend HP Inc.’s annual meeting of stockholders to be held on Monday, April 14, 2025 at 2:00 p.m., Pacific Time. This year’s annual meeting will be a virtual meeting of stockholders, conducted via live audio webcast.
HP delivered steady progress against our strategic priorities in fiscal 2024 while operating in a dynamic external environment. This performance reinforced our Board’s confidence in our executive team’s ability to continue executing on the initiatives we have set forth. With expertise in personal systems, print and services, we believe HP is well positioned to capitalize on the opportunities ahead and be a leader in the future of work.
Over the past year, our executive team continued to drive solid progress with our Future Ready strategy, investing in innovation, such as AI, and accelerating our structural cost savings. Importantly, despite a year of change, we remained committed to our employees. This is demonstrated by HP’s 2024 Voice Insight Action survey. With a response rate of 90% of our workforce, 88% of respondents are proud to work for HP, 87% feel their work is meaningful, and 86% would recommend HP as a great place to work.
Our Board’s ability to provide effective oversight and strategic advice to HP’s management is enabled by our unique set of perspective, skills, and proven experience. This is reflected in our recent Board appointments, which will bolster HP’s opportunity to lead the future of work. In June 2024, Fama Francisco, who is Chief Executive Officer, Baby, Feminine and Family Care at Procter & Gamble Company, joined the Board. Additionally, in February 2025, Gianluca Pettiti, who is Executive Vice President and President, Life Sciences, Diagnostics and Applied, Thermo Fisher Scientific Inc., and Songyee Yoon, who is Managing Partner of Principal Venture Partners, were appointed to join
the Board. Ms. Francisco brings to the Board deep consumer brand-building and innovation experience along with a global perspective, Mr. Pettiti brings experience in global technology businesses, deep science and innovation and Ms. Yoon brings experience in technology, AI, and international business, all of which the Board believes 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
| 2025 Proxy Statement | 3 |
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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 24, 2025.
Time and Date2:00 p.m., Pacific Time, on Monday, April 14, 2025
PlaceOnline at www.virtualshareholdermeeting.com/HPQ2025
Record DateFebruary 20, 2025
VotingInternetwww.proxyvote.com/HP prior to the meeting Telephone1-800-690-6903During the meeting please visitwww.virtualshareholdermeeting.com/HPQ2025MailYou 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 14, 2025. The definitive proxy statement and HP Inc.’s 2024 Annual Report are available electronically at www.proxyvote.com/HP.
| Items of business | |||
|---|---|---|---|
| Board proposals · Board recommendation · Page | |||
| 1 | To elect the 13 Directors named in this proxy statement | FOR eachDirector nominee | 11 |
| 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, 2025 | FOR | 48 |
| 3 | To approve, on an advisory basis, the Company’s named executive officer compensation (“say on pay” vote) | FOR | 50 |
| Such other business as may properly come before the meeting | |||
| Virtual meeting admissionStockholders of record as of February 20, 2025, will be able to participate in the annual meeting by visiting our annual meeting website at www.virtualshareholdermeeting.com/HPQ2025. 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 websiteThe 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 | |||
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 95 of the proxy statement.
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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 2024 Annual Report on Form 10-K. References to “HP,” “the Company,” “we,” “us” or “our” refer to HP Inc.
| ITEM | Election of Directors | FOR | |
| 1 | ▪12 of our 13 Director nominees are independent.▪Our Board is led by an independent Chair.▪Key information regarding all 13 of our Board nominees is summarized in the table below. | The Board recommends a vote FOR each Director nomineeFurther information beginning on page 11. |
| ITEM | Ratification of Independent Registered Public Accounting Firm | FOR | |
| 2 | ▪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, 2025 and seeks ratification of the selection. | The Board recommends a vote FOR this ProposalFurther information beginning on page 48. |
| ITEM | Advisory vote to approve named executive officer compensation (“say on pay” vote) | FOR | |
| 3 | ▪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 ProposalFurther information, including an overview of the compensation of our named executive officers (“NEOs”), beginning on page 50. |
| 2025 Proxy Statement | 5 |
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Proxy statement summary
| Business highlightsHP is a global technology leader and creator of solutions that enable people to bring their ideas to life and connect to the things that matter most. Operating in more than 170 countries, HP delivers innovative and sustainable devices, services and subscriptions for personal computing, printing, 3D printing, hybrid work, gaming and other related technologies.We believe artificial intelligence (“AI”) is playing a critical role in the transformation of how people live and work, and customers are beginning to recognize the benefits in security, speed and cost. Our high-performing product portfolio includes HP’s new line of AI PCs and workstations built with the computing power to enable local AI processing for enhanced performance and features as well as intelligent print features incorporated into our home, office and graphics solutions.Our broad range of security capabilities are designed to protect an increasingly distributed user base through security enhanced PCs and printers, hardware-enforced endpoint security software (for both HP and non-HP PCs), and endpoint security services. Our security solutions provide layered resiliency using enhanced features such as containment and isolation technology as well as the use of AI deep-learning to identify and remove malware threats.We have three reportable segments: Personal Systems, Printing and Corporate Investments. Personal Systems offers desktops, notebooks, and workstations (including HP’s portfolio of AI PCs and workstations), thin clients, retail point-of-sale systems, displays, hybrid systems, software, solutions including endpoint security and services. Printing provides consumer and commercial printer hardware, supplies, services and solutions. Corporate Investments includes certain business incubation and investment projects.(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 102 for a description and reconciliation of these non-GAAP financial measures relative to reported GAAP financial measures.(2)Based on CQ3’24 IDC Quarterly Tracker.(3)As of October 31, 2024. | |
|---|---|
| FY24 performance highlights | |
| Net revenueBy key segment and business unit | |
| Scale and Reach | |
| Innovation & IP 22k+Patents | |
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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 vision
“HP's vision is to create technology that makes life better for everyone, everywhere — every person, every organization, and every community around the globe. This motivates us — inspires us — to do what we do. To make what we make. To invent, and to reinvent.”
Our strategy
| Climate action | Human rights | Digital equity | |
|---|---|---|---|
| Taking 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. | Building a culture of equity and empowerment within HP and beyond, where inclusion and belonging is sought out and celebrated, and where universal human rights are understood and respected. | Accelerating 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.
| 2025 Proxy Statement | 7 |
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Proxy statement summary
Recognition
| Named one of the most responsible companies in America for the 6th consecutive year. | Recognized by analyst firm Frost & Sullivan as the 2024 Company of the Year for the North American Electrical and Electronics Equipment Circularity Economy category. | Named one of the 100 Most Sustainable Corporations in the World for the 9th year in a row, placing first within our industry |
|---|---|---|
| HP’s Social Impact team was named the first-ever TIME Team of the Year for their work in Digital Equity. | Recognized as one of the world’s most ethical companies for the 5th year in a row.* |
*“World’s Most Ethical Companies” and “Ethisphere” names and marks are registered trademarks of Ethisphere LLC.
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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.
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. 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. 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. If we are unable to answer your question during the meeting due to time constraints, you are encouraged to contact the HP Investor Relations department at investorrelations@hp.com.
Please join us for our Virtual Annual Meeting at www.virtualshareholdermeeting.com/HPQ2025.
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)
| 2025 Proxy Statement | 9 |
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Table of
contents
| Corporate governance and Board of Directors | 11 | |
|---|---|---|
| BOARD PROPOSAL NO. 1 | 11 | |
| Election of Directors | ||
| Vote required | 11 | |
| Who we are | 11 | |
| How we are selected | 24 | |
| How we are organized | 26 | |
| About our corporate governance | 31 | |
| Stockholder engagement | 41 | |
| Related-person transactions policies and procedures | 42 | |
| How we are compensated | 44 | |
| Audit matters | 48 | |
| BOARD PROPOSAL NO. 2 | 48 | |
| Ratification of Independent Registered Public Accounting Firm | ||
| Vote required | 48 | |
| Report of the Audit Committee of the Board of Directors | 48 | |
| Principal accountant fees and services | 49 | |
| Pre-approval of audit and non-audit services policy | 49 | |
| Executive compensation | 50 | |
|---|---|---|
| BOARD PROPOSAL NO. 3 | 50 | |
| Advisory vote to approve named executive officer compensation | ||
| Vote required | 50 | |
| Compensation discussion and analysis | 51 | |
| HR and Compensation Committee report on executive compensation | 70 | |
| Executive compensation tables | 71 | |
| Ownership of our stock | 90 | |
| Common stock ownership of certain beneficial ownership and management | 90 | |
| Other matters | 93 | |
| Questions and answers | 93 | |
| Forward-looking statements | 101 | |
| Reconciliation of GAAP measures to non-GAAP measures | 102 | |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.