Board Composition(1)

Independence

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Gender Diversity

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Tenure (inc. HP Co. tenure)

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(1) Does not include Mr. Gupta who is not standing for re-election at this annual meeting.

Governance highlights

Independent board leadership
  • Robust board leadership with non-executive Chairman and Lead Independent Director ("LID") roles, more details beginning on page 19 of our proxy statement.
  • Our LID participates in a robust stockholder outreach program.
  • Our LID works with our non-executive Chairman to coordinate the annual performance evaluation of the Chief Executive Officer ("CEO").
  • Our LID works annually with our non-executive Chairman to oversee Board, committee and individual director effectiveness.
Other governance best practices
  • Our Bylaws provide our stockholders with a proxy access right.
  • Our stockholders owning 25% or more of our common stock have a right to call special meetings.
  • All of our key committee members are independent.
  • Directors are elected annually by majority vote in uncontested director elections.
  • Each director nominee has agreed to resign from the Board in the event that he or she fails to receive a majority vote.
  • We have a robust stockholder and investor outreach program.
  • Non-employee directors are expected to own company stock equal to at least five times their annual cash Board retainer within five years.

Corporate Governance Highlights

HP's corporate governance policies and practices are continuously evolving – from our time as Hewlett-Packard Company to our new identity as HP Inc., we've always led by example, adopting changes in line with our commitment to the highest standards of governance. Stockholder input has been key to our progression and as we continue to evolve our corporate governance policies and practices we will continue to solicit feedback from our stockholders regarding our governance profile. The following examples highlight the variety of changes we have recently made to strengthen our corporate governance policies and practices:

  • After the separation of Hewlett-Packard Company into two independent publicly-traded companies, Hewlett Packard Enterprise Company ("HPE") and HP Inc., our Board had determined that it was in the best interests of our stockholders and the Company to separate the roles of our CEO and Chairman. As a result, our Board appointed a non-executive Chairman, and our independent directors designated a Lead Independent Director ("LID") with clearly delineated, expanded duties and responsibilities. With Mr. Gupta's term expiring at this annual meeting, and given that he is not standing for re-election, our independent directors expect to appoint a new Lead Independent Director to serve in this role.
  • We continuously update our stockholder engagement program. Last year, in addition to our CEO and non-executive Chairman, our LID, who is also the Chair of the HRC Committee, was also involved in our stockholder engagement program.
  • We recently revised our Corporate Governance Guidelines to make it clear that the NGSR Committee takes into account, among other criteria, a director's or potential director's ability to contribute to the diversity of background (such as race, gender, age and cultural background) when assessing the composition of the Board.