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Governance Highlights

Governance Practices

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 have 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 some of the key features of our corporate governance policies and practices, including updates we have recently made to strengthen our policies and practices:

  • Our Bylaws provide our stockholders with a proxy access right.
  • All members of our committees are independent.
  • Our stockholders owning 15% or more of our common stock have a right to call special meetings. We lowered this right from 25% after engaging with our stockholders on what rights to act outside of the annual meeting they would prefer.
  • Directors are elected annually by majority vote in uncontested Director elections.
  • We have adopted a policy whereby any incumbent Director who fails to receive a majority of the votes cast in uncontested Director elections will tender his or her offer of resignation.
  • We maintain a close, effective dialogue with our stockholders through an ongoing stockholder 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 of joining the Board.
  • We have evaluated our governance practices against the Corporate Governance Principles for U.S. Listed Companies published by the Investor Stewardship Group (“ISG”), a collective of some of the largest U.S.-based institutional investors and global asset managers, and we believe that our governance policies and practices are consistent with the ISG principles. The following table shows how certain of our key governance practices align with the ISG principles:
ISG Principle   HP Governance Policy or Practice
Principle 1: Boards are accountable to stockholders.
  • Annual election of each Director, for a one-year term
  • Proxy access that allows stockholder to nominate Directors
  • Policy whereby any incumbent Director who fails to receive a majority of the votes cast in uncontested Director elections will tender his or her offer of resignation
  • Annual stockholder outreach program that typically includes the Chair of the Board, the Chair of the HRC Committee and other Directors
  • Extensive disclosure of our corporate governance and Board practices
Principle 2: Stockholders should be entitled to voting rights in proportion to their economic interest.
  • One share, one vote
Principle 3: Boards should be responsive to stockholders and be proactive in order to understand their perspectives.
  • Directors participate in our stockholder outreach programs
  • Directors are available for stockholder engagement outside our engagement programs
  • Many Directors participate in and attend our annual meeting, at which management and those Directors present respond to each stockholder question
    Principle 4: Boards should have a strong, independent leadership structure.
    • Independent Chair of the Board, with clearly defined responsibilities
    • Structure for a Lead Independent Director if the Chair is not independent
    • Robust independent key committees and other structures for facilitating contribution of independent Directors
    Principle 5: Boards should adopt structures and practices that enhance their effectiveness.
    • 11 of our 12 Director nominees are independent, with our Director nominees representing diverse backgrounds, skills and experiences
    • Each Board committee is fully independent
    • Track record of open dialogue between the Board and management
    • Robust annual self-evaluation program
    Principle 6: Boards should develop management incentive structures that are aligned with the long-term strategy of the company.
    • Performance-oriented long-term incentive compensation mix with metrics that support our long-term strategy
    • Combination of short- and long-term performance goals
    • Executive and Director share ownership requirements
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