2017 Annual Meeting of Stockholders

, on Monday, April 17, 2017

You may join the meeting here

Items of business

Management Proposal No. 1

Election of Directors

The Board recommends a vote FOR each Director Nominee

  • Our Board is committed to independent oversight of HP.
  • 10 of our 12 director nominees are independent and our Board is led by both a non-executive Chairman and a Lead Independent Director.
  • Key information regarding all of our 12 Board nominees is summarized in the table below.

Further information on page 9.

Management Proposal No. 2

Ratification of Independent Registered Public Accounting Firm

The Board recommends a vote FOR this Proposal

  • The Audit Committee of the Board has selected Ernst & Young LLP to act as HP's registered public accounting firm for the fiscal year ending October 31, 2017, and seeks ratification of the selection.

Further information on page 30.

Management Proposal No. 3

Advisory Vote to Approve Executive Compensation (“Say on Pay” Vote)

The Board recommends a vote FOR this Proposal

  • Our Board and the HRC Committee are committed to excellence in corporate governance and 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 forms the foundation for decisions regarding executive compensation.
  • Our compensation programs have been structured to balance near-term results with long-term success, and enable us to attract, retain, focus, and reward our executive team for delivering stockholder value.

Further information, including an overview of the compensation of our NEOs, on page 32.

Management Proposal No. 4

Advisory Vote on the Frequency of Future “Say on Pay” Votes

The Board recommends ANNUAL voting

  • Our stockholders currently have the opportunity to participate annually in an advisory vote on our executive compensation.
  • The Board believes that annual voting on HP's executive compensation sets the correct, ongoing cadence for dialogue between HP and its stockholders on executive compensation matters.

Further information on page 57.

Voting

Internet

www.hpannualmeeting.com or www.proxyvote.com/HP prior to the meeting.
During the meeting please visit www.hpannualmeeting.com or hp.onlineshareholdermeeting.com
Use the “Vote Now” button at the top of the page to vote your shares

Telephone

1-800-690-6903

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.

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 62 of the proxy statement.

“We asked, what are the strengths and the characteristics we need?”

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Meet your HP Board

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Aida M. Alvarez

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  • Finance
  • Government
Independent Director

Age 60
Director since 2016
HP Board Committees:
HRC
NGSR

Current Role
Current Public Company Boards
Prior Public Company Boards
Qualifications:
Prior Business and Other Experience
Other Key Qualifications

Ms. Alvarez brings to the Board a wealth of expertise in media, public affairs, finance and government given her executive roles at government agencies, her leadership at a prominent philanthropic organization and her career as a prominent journalist. The Board also benefits from Ms. Alvarez's knowledge of investment banking and finance.

Shumeet Banerji

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  • Academics
  • Finance
  • International Business
  • Robust Business Experience
  • Strategy
Independent Director

Age 57
Director since 2011
HP Board Committees:
HRC
NGSR, Chair

Current Role
Current Public Company Boards
Prior Public Company Boards
Qualifications:
Prior Business and Other Experience
Other Key Qualifications

Mr. Banerji brings to the Board a robust understanding of the issues facing companies and governments in both mature and emerging markets around the world through his two decades of work with Booz & Company. In particular, Mr. Banerji has valuable experience in addressing a variety of complex issues ranging from corporate strategy, organizational structure, governance, transformational change, operational performance improvement and merger integration.

Carl Bass

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  • Disruptive Innovation
  • Operations
  • Robust Business Experience
  • Science
  • Strategy
  • Technology
Independent Director

Age 59
Director since 2015
HP Board Committees:
FIT
HRC

Current Role
Current Public Company Boards
Prior Public Company Boards
Qualifications:
Prior Business and Other Experience
Other Key Qualifications

Mr. Bass brings to the Board decades of experience in the technology industry and has spent nearly two decades in management roles within Autodesk. His leadership experience brings valuable insight into the operational, strategic, and information technology issues specific to the technology sector.

Robert R. Bennett

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  • Finance
  • Operations
  • Robust Business Experience
  • Strategy
Independent Director

Age 58
Director since 2013
HP Board Committees:
Audit
FIT, Chair

Current Role
Current Public Company Boards
Prior Public Company Boards
Qualifications:
Prior Business and Other Experience
Other Key Qualifications

Mr. Bennett brings to the Board in-depth knowledge of the media and telecommunications industry and his knowledge of the capital markets and other financial and operational matters from his experience as the president and chief executive officer of another public company, which allows him to provide an important perspective to the Board's discussions on financial and operational issues. Mr. Bennett also has an in-depth understanding of finance and has held various financial management positions during the course of his career. He also contributes valuable insight to the Board due to his experience serving on the boards of both public and private companies.

Charles V. Bergh

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  • Finance
  • International Business
  • Operations
  • Strategy
Independent Director

Age 59
Director since 2015
HP Board Committees:
HRC
NGSR

Current Role
Current Public Company Boards
Prior Public Company Boards
Qualifications:
Prior Business and Other Experience
Other Key Qualifications

Mr. Bergh brings to the Board extensive experience in executive leadership at large global companies and international business management. From his more than 30 years at Levi Strauss and Procter & Gamble, Mr. Bergh has a strong operational and strategic background with significant experience in brand management. He also brings public company governance experience as a board member and chair of boards and board committees of other public and private companies.

Stacy Brown-Philpot

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  • Finance
  • Disruptive Innovation
  • Operations
  • Robust Business Experience
  • Strategy
  • Technology
Independent Director

Age 41
Director since 2015
HP Board Committees:
Audit
NGSR

Current Role
Current Public Company Boards
Prior Public Company Boards
Qualifications:
Prior Business and Other Experience
Other Key Qualifications

Ms. Brown-Philpot brings to the Board extensive operational, analytical, financial, and strategic experience. In addition to her current role as CEO of Taskrabbit, Ms. Brown-Philpot's decade of experience leading various operations at Google and her prior financial experience from her roles at Goldman Sachs and PwC provide unique operational and financial expertise to the Board.

Stephanie A. Burns

  • Finance
  • International Business
  • Operations
  • Robust Business Experience
  • Science
  • Strategy
Independent Director

Age 61
Director since 2015
HP Board Committees:
Audit
FIT

Current Role
Current Public Company Boards
Prior Public Company Boards
Qualifications:
Prior Business and Other Experience
Other Key Qualifications

Dr. Burns has more than 30 years of global innovation and business leadership experience and brings significant expertise in scientific research, product development, issues management, science and technology leadership, and business management to the Board. Dr. Burns also brings public company governance experience to the Board as a member of boards and board committees of other public companies.

Mary Anne Citrino

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  • Finance
  • International Business
  • Strategy
Independent Director

Age 57
Director since 2015
HP Board Committees:
Audit, Chair
FIT

Current Role
Current Public Company Boards
Prior Public Company Boards
Qualifications:
Prior Business and Other Experience
Other Key Qualifications

Ms. Citrino's more than 30-year career as an investment banker provides the Board with substantial knowledge regarding business operations strategy, as well as valuable financial and investment expertise. She also brings public company governance experience as a member of boards and board committees of other public companies.

Stacey Mobley

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  • International Business
  • Operations
  • Robust Business Experience
Independent Director

Age 71
Director since 2015
HP Board Committees:
HRC
NGSR

Current Role
Current Public Company Boards
Prior Public Company Boards
Qualifications:
Prior Business and Other Experience
Other Key Qualifications

Mr. Mobley's more than 35 years of legal and senior management experience at DuPont brings a deep understanding of governance, regulations and risk management. He also brings public company governance experience as a member of boards and board committees of other public and private companies.

Subra Suresh

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  • Academics
  • Finance
  • Government
  • Disruptive Innovation
  • Strategy
  • Science
  • Technology
Independent Director

Age 60
Director since 2015
HP Board Committees:
Audit
FIT

Current Role
Current Public Company Boards
Prior Public Company Boards
Other Boards
Qualifications:
Prior Business and Other Experience
Other Key Qualifications

Mr. Suresh's experience as the president of a prominent research university and his experience leading new entrepreneurship, innovations and creativity efforts brings the Board valuable insights with respect to strategic opportunities and a robust understanding of the organizational, scientific and technological requirements of ongoing innovation.

Dion J. Weisler

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  • Disruptive Innovation
  • International Business
  • Robust Business Experience
  • Strategy
  • Technology
President, Chief Executive Officer and Director

Age 49
Director since 2015
HP Board Committees:
N/A

Current Role
Current Public Company Boards
Prior Public Company Boards
Qualifications:
Prior Business and Other Experience
Other Key Qualifications

Mr. Weisler's international business and leadership experience provide the Board with an enhanced global perspective. Mr. Weisler's more than 25 years of experience in the information & technology industry and his position as HP's Chief Executive Officer provide the Board with valuable industry insight and expertise.

Margaret C. Whitman

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  • Disruptive Innovation
  • International Business
  • Robust Business Experience
  • Operations
  • Strategy
  • Technology
Chairman of the Board

Age 60
Chairman since 2011
HP Board Committees:
FIT

Current Role
Current Public Company Boards
Prior Public Company Boards
Qualifications:
Prior Business and Other Experience
Other Key Qualifications

Ms. Whitman brings to the Board unique experience in developing transformative business models, building global brands and driving sustained growth and expansion through her 10 years as President and Chief Executive Officer of eBay and unique knowledge of HP through her four years as President and Chief Executive Officer of Hewlett-Packard Company. From her previous executive positions with other large public companies, she also brings strong operational and strategic expertise. In addition, Ms. Whitman brings public company governance experience having previously served as a member of boards and board committees of other public companies, including as Chairman of Hewlett-Packard Company.

Rajiv L. Gupta

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  • Finance
  • International Business
  • Operations
  • Strategy
  • Robust Business Experience

Mr. Gupta is not standing for re-election at this annual meeting. His term of service will end at this Annual Meeting.

Lead Independent Director

Age 71
Director since 2009,
Lead Independent Director since 2015
HP Board Committees:
HRC, Chair
NGSR

Current Role
Current Public Company Boards
Prior Public Company Boards
Qualifications:
Prior Business and Other Experience
Other Key Qualifications

Mr. Gupta brings to the Board extensive experience in executive leadership at a large global company, international management, and venture capital investment. From his nearly ten years as Chairman and Chief Executive Officer of Rohm and Haas, Mr. Gupta has a strong operational and strategic background with significant experience in manufacturing and sales. He also brings public company governance experience as a member and chair of boards and board committees of other public and private companies.