HP INC
For the period ended Apr 16, 2026. Filed Feb 25, 2026.
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 16, 2026 · Filed Feb 25, 2026
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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 |
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| 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 |
| 2026 Proxy statement | 1 |
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Message from our Chair and our Interim Chief Executive Officer
“
HP is entering fiscal year 2026 more focused than ever and deeply committed to driving long-term value.”
To our fellow stockholders:
On behalf of the Board and management, we are pleased to invite you to attend HP Inc.’s annual meeting of stockholders to be held on April 16, 2026, at 2:00 p.m., Pacific Time. This year’s annual meeting will be a virtual meeting of stockholders.
Shaping the Future of Work
HP is shaping the Future of Work through technology, creating experiences that drive growth and make work more fulfilling for people everywhere. Despite a challenging environment for our industry, we delivered meaningful progress against our strategy in fiscal year 2025. HP returned to a steady state of growth, achieved improvement across key growth areas including AI PCs, Advance Compute Solutions, and Workforce Solutions, and further enhanced cost discipline. The company also concluded its three-year Future Ready program, overdelivering on projected gross annualized run rate savings.
Your Board and Executive Team’s Role
On February 3, 2026, we announced a CEO transition plan. Bruce Broussard, who has been serving on HP’s Board since 2021, has agreed to lead the company through the completion of our comprehensive search for HP’s next CEO. We thank Enrique Lores for his contributions over the last 36 years and leadership as CEO for seven years. The Board is confident in our executive team’s ability to advance HP’s initiatives.
In addition, the Board continues to benefit from a thoughtful blend of seasoned directors with deep institutional knowledge and newer members who bring fresh perspectives. We have added four independent directors since the beginning of fiscal 2024, expanding the Board’s expertise in the oversight of our strategic growth opportunities. The Board remains
focused on guiding the company with clarity and conviction to be a leader in the Future of Work, seeking to drive sustainable growth and long-term value for our stockholders.
Positioned for Fiscal Year 2026
While our industry is operating in a dynamic environment, HP is entering fiscal year 2026 more focused than ever and deeply committed to driving long-term value. Looking ahead, we see opportunity to extend HP’s leadership in the Future of Work by delivering integrated experiences across devices, platforms, and services. Technology increasingly shapes the work experience and workplace culture, and HP is positioned to help customers make work more reliable, more connected, and more fulfilling.
Your vote is important. Whether or not you plan to participate in the annual meeting, we encourage you to vote as soon as possible. You may vote by proxy online, by phone or by mail by following the instructions on the proxy card or voting instruction card. For more information, please refer to the Notice of Annual Meeting and Proxy Statement.
Thank you for your investment in HP Inc. and your ongoing support.
Sincerely,
| Chip BerghChair of the Board | Bruce BroussardInterim Chief Executive Officer |
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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 25, 2026.
VotingInternetwww.proxyvote.com/HP prior to the meetingTelephone1-800-690-6903During the meeting please visit www.virtualshareholdermeeting.com/HPQ2026MailYou 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 16, 2026. The definitive proxy statement and HP Inc.'s 2025 Annual Report are available electronically at www.proxyvote.com/HP.
Items of business
| Board proposals · Board recommendation · Page | |||
|---|---|---|---|
| 1 | To elect the 12 Directors named in this proxy statement | FOR each Director nominee | 8 |
| 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, 2026 | FOR | 48 |
| 3 | To approve, on an advisory basis, the Company's named executive officer compensation ("say on pay" vote) | FOR | 50 |
| 4 | To approve the Fifth Amended and Restated HP Inc. 2004 Stock Incentive Plan | FOR | 96 |
| Stockholder proposal | |||
| 5 | To consider and vote on a stockholder proposal described in this proxy statement, if properly presented at the meeting. | AGAINST | 108 |
| Such other business as may properly come before the meeting | |||
Virtual meeting admission
Stockholders of record as of February 17, 2026, will be able to participate in the annual meeting by visiting our annual meeting website at www.virtualshareholdermeeting.com/HPQ2026. 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 postponements
Any 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,
Julie Jacobs
Chief Legal Officer, General Counsel 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 114 of the proxy statement.
| 2026 Proxy statement | 3 |
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Proxy statementsummary
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 2025 Annual Report on Form 10-K. References to "HP," "the Company," "we," "us" or "our" refer to HP Inc.
| ITEM | Election of Directors | FOR | |
|---|---|---|---|
| ▪11 of our 12 Director nominees are independent.▪Our Board is led by an independent Chair.▪Key information regarding all 12 of our Board nominees is summarized on page 12. | The Board recommends a vote FOR each Director nomineeFurther information beginning on page 8. |
| ITEM | Ratification of Independent Registered Public Accounting Firm | FOR | |
|---|---|---|---|
| ▪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, 2026 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 | |
|---|---|---|---|
| ▪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. |
| 4 | Proxy statement summary |
| ITEM | Approval of Fifth Amended and Restated HP Inc. 2004 Stock Incentive Plan | FOR | |
|---|---|---|---|
| ▪The approval of the Amended 2004 Plan would make an additional 73,600,000 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 and other share-based compensation awards to attract and retain employees. | The Board recommends a vote FOR this ProposalFurther information beginning on page 96. |
| ITEM | Stockholder Proposal: Independent Board Chairman | AGAINST | |
|---|---|---|---|
| ▪This stockholder proposal requesting that HP’s board adopt a policy and amend its governance documents to require an independent Chairman of the Board which, if properly presented, will be voted on at the annual meeting. | The Board recommends a vote AGAINST this ProposalFurther information beginning on page 108. |
| 2026 Proxy statement | 5 |
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| 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. Printing is also focused on Graphics and 3D Printing and Personalization in the commercial and industrial markets. Corporate Investments includes certain business incubation projects and investments in digital enablement 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 121 for a description and reconciliation of these non-GAAP financial measures relative to reported GAAP financial measures.(2)Based on CQ3’25 IDC Quarterly Tracker.(3)As of October 31, 2025. | FY25 performance highlightsNet revenueBy key segment and business unit | ||
|---|---|---|---|
| 70% Personal systems | 30% Printing | ||
| $4.1 billionnon-GAAP operating profit(1)$2.9 billionnon-GAAP free cash flow(1) | |||
| Scale and Reach | |||
| Market leader #1In Print and Commercial Windows PC (ex-China)(2) | |||
| Innovation & IP 16k+Patents | |||
| Scale 170+/55kCountries/Employees(3) | |||
Participating in ourannual meeting
Please join us for our Virtual Annual Meeting at www.virtualshareholdermeeting.com/HPQ2026.
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.
HP's 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.
| 2026 Proxy statement | 7 |
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Table ofcontents
| Corporate governance and Board of Directors | 8 | |
|---|---|---|
| BOARD PROPOSAL NO. 1 | 8 | |
| Election of Directors | ||
| Vote required | 8 | |
| Who we are | 8 | |
| 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 | 76 | |
| Executive compensation tables | 77 | |
| BOARD PROPOSAL NO. 4 | 96 | |
| Approval of Fifth Amended and Restated HP Inc. 2004 Stock Incentive Plan | ||
|---|---|---|
| Vote required | 96 | |
| Ownership of our stock | 105 | |
| Common stock ownership of certain beneficial owners and management | 105 | |
| Stockholder proposal | 108 | |
| STOCKHOLDER PROPOSAL | 108 | |
| Independent Board Chairman | ||
| Vote required | 110 | |
| Other matters | 111 | |
| Questions and answers | 111 | |
| Forward-looking statements | 120 | |
| Reconciliation of GAAP measures to non-GAAP measures | 121 | |
| Annex A: Fifth amended and restated HP Inc. 2004 stock incentive plan | 122 | |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.