Additional Information

Ownership of Our Stock

Common Stock Ownership of Certain Beneficial Owners and Management

The following table sets forth information as of December 31, 2021 (or as of the date otherwise indicated below) concerning beneficial ownership by:

  • holders of more than 5% of HP’s outstanding shares of common stock;
  • our Directors and nominees;
  • each of the named executive officers listed in the Summary Compensation Table on page 62; and
  • all of our Directors and executive officers as a group.

The information provided in the table is based on our records, information filed with the SEC and information provided to HP, except where otherwise noted.

The number of shares beneficially owned by each entity or individual is determined under SEC rules, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the entity or individual has sole or shared voting or investment power and also any shares that the entity or individual has the right to acquire as of March 1, 2022 (60 days after December 31, 2021) through the exercise of any stock options, through the vesting/settlement of RSUs payable in shares, or upon the exercise of other rights. Beneficial ownership excludes options or other rights vesting after March 1, 2022 and any RSUs vesting/ settling, as applicable, on or before March 1, 2022 that may be payable in cash or shares at HP’s election. Unless otherwise indicated, each person has sole voting and investment power (or shares such power with his or her spouse) with respect to the shares set forth in the following table.

Beneficial Ownership Table

Name of Beneficial Owner Shares of Common Stock
Beneficially Owned
Percent of Common
Stock Outstanding
The Vanguard Group(1)  111,547,841 10.4%

Dodge & Cox(2)

104,175,937 9.7%
BlackRock, Inc.(3) 100,627,559 9.4%
State Street(4) 57,240,665 5.3%
Aida M. Alvarez 73,205 *
Shumeet Banerji 55,607 *
Robert R. Bennett 160,691 *
Charles “Chip” V. Bergh(5) 156,244 *
Bruce Broussard 5,213 *
Stacy Brown-Philpot 76,795 *
Stephanie A. Burns 86,481 *
Mary Anne Citrino(6) 200,079 *
Richard L. Clemmer 30,368 *
Judith (“Jami”) Miscik 7,254 *
Kim K.W. Rucker 2,028 *
Subra Suresh 50,332 *
Alex Cho(7) 140,444 *
Enrique J. Lores(8) 1,022,666 *
Marie Myers(9) 115,057 *
Christoph Schell(10) 201,945 *
Tuan Tran(11) 158,792 *
All current Executive Officers and Directors as a Group (19 persons)(12) 2,355,134 *
*

Represents holdings of less than 1% based on shares of our common stock outstanding as of December 31, 2021.

(1)

Based on the most recently available Schedule 13G/A filed by the Vanguard Group on February 10, 2022. According to its Schedule 13G/A, the Vanguard Group reported having sole voting power over no shares, shared voting power over 1,921,324 shares, sole dispositive power over 106,681,290 shares, and shared dispositive power over 4,866,551 shares. The Schedule 13G/A contained information as of December 31, 2021 and may not reflect current holdings of HP’s stock. The address for the Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.

(2)

Based on the most recently available Schedule 13G/A filed with the SEC on February 14, 2022 by Dodge & Cox. According to its Schedule 13G/A, Dodge & Cox reported having sole voting power over 99,253,397 shares, shared voting power over no shares, sole dispositive power over 104,175,937 shares and shared dispositive power over no shares. The securities reported on the Schedule 13G/A are beneficially owned by clients of Dodge & Cox, which clients may include investment companies registered under the Investment Company Act of 1940 and other managed accounts, and which clients have the right to receive or the power to direct the receipt of dividends from, and the proceeds from the sale of, HP’s stock. Dodge & Cox Stock Fund, an investment company registered under the Investment Company Act of 1940, has an interest of 69,390,237 shares. The Schedule 13G/A contained information as of December 31, 2021 and may not reflect current holdings of HP’s stock. The address of Dodge & Cox is 555 California Street, 40th Floor, San Francisco, CA 94104.

(3)

Based on the most recently available Schedule 13G/A filed with the SEC on February 7, 2022 by BlackRock, Inc. According to its Schedule 13, BlackRock, Inc. reported having sole voting power over 86,172,633 shares, shared voting power over no shares, sole dispositive power over 100,627,559 shares and shared dispositive power over no shares. The Schedule 13 contained information as of December 31, 2021 and may not reflect current holdings of HP’s stock. The address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.

(4)

Based on the most recently available Schedule 13G filed with the SEC on February 14, 2022 by State Street Corporation. According to its Schedule 13G, State Street Corporation reported having sole voting power over no shares, shared voting power over 50,267,423 shares, sole dispositive power over no shares and shared dispositive power over 56,955,964 shares. The Schedule 13G contained information as of December 31, 2021 and may not reflect current holdings of HP’s stock. The address of State Street Corporation is State Street Financial Center, 1 Lincoln Street, Boston, MA 02111.

(5)

Includes 146,148 shares that Mr. Bergh has the right to acquire by exercise of stock options.

(6)

Includes 159,671 shares that Ms. Citrino has the right to acquire by exercise of stock options.

(7)

Includes 86,568 shares that Mr. Cho has the right to acquire by exercise of stock options.

(8)

Includes 369,462 shares that Mr. Lores has the right to acquire by exercise of stock options.

(9)

Includes 62,959 shares that Ms. Myers has the right to acquire by exercise of stock options.

(10)

Includes 102,308 shares that Mr. Schell has the right to acquire by exercise of stock options.

(11)

Includes 86,568 shares that Mr. Tran has the right to acquire by exercise of stock options.

(12)

Includes 911,376 shares that current executive officers and Directors have the right to acquire by exercise of stock options.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors, executive officers and holders of more than 10% of HP’s stock to file reports with the SEC regarding their ownership and changes in ownership of our securities. Based upon our examination of the copies of Forms 3, 4, and 5, and amendments thereto filed electronically with the SEC and the written representations of our directors, executive officers and 10% stockholders, we believe that, during fiscal 2021, our directors, executive officers and 10% stockholders complied with all Section 16(a) filing requirements, except that the Form 3 filing reporting the equity holdings for Barbara Barton Weiszhaar, our Acting Controller, was filed one day late due to processing delays. Additionally, in December 2021, a Form 4 to report a sale of common stock by Harvey Anderson was filed one day late due to an administrative oversight.