Message from the Chairman
To our Stockholders:
We are pleased to invite you to attend the annual meeting of stockholders of HP Inc. on Tuesday, May 12, 2020 at 2:00 p.m, Pacific Time. This year’s annual meeting will again be a virtual meeting of stockholders, conducted via live audio webcast.
In connection with the annual meeting, please find the accompanying Notice of Annual Meeting and 2020 proxy statement, which describe the matters stockholders will consider and vote on.
Importantly, at this annual meeting, you are being asked to vote FOR the 11 world-class director nominees proposed by your Board of Directors, who bring diverse perspectives, skills and proven experience in advancing HP Inc.’s strategy across Personal Systems, Printing and 3D, and driving sustainable, profitable growth and value creation. Specifically:
- Our director nominees have experience in finance and accounting; leading strategic transactions; allocating capital resources across large, complex enterprises; government and public affairs; scientific research, product development and issues management; corporate governance; and international business in key regions where HP operates around the world.
- All of our director nominees are independent, other than Enrique Lores, HP Inc.’s Chief Executive Officer and President.
- All of us have, and will continue to, serve the interests of all HP stockholders and pursue the most value-creating path forward during our tenure.
Additional information regarding HP’s director nominees can be found under the heading “Board of Directors” starting on page 9.
The past year was a notable one, marked by a number of transitions, including the appointment of our new Chief Executive Officer (CEO), Enrique Lores. The planning and execution of a rigorous and seamless CEO transition is one of the Board’s most important functions. We, as a Board, are extremely proud of the process that was undertaken. Through this rigorous process, Enrique emerged as the Board’s unanimous choice as successor. We see significant opportunities to create stockholder value at HP by advancing our leadership, disrupting industries and aggressively transforming the way HP works, and we are confident that he will build on HP’s progress and capitalize on new opportunities.
As you may have heard, Xerox Holdings Corporation announced on March 31, 2020, that it would no longer pursue an acquisition of HP Inc., would withdraw its exchange offer to acquire all outstanding shares of HP common stock and would no longer seek to nominate a slate of 12 director nominees for election as Directors at the annual meeting in opposition to the nominees proposed by your Board. Xerox subsequently informed us of the withdrawal of their director nominations.
We had originally announced plans to hold an in-person annual meeting because the contested nature of the election of Directors limited our ability to hold a virtual annual meeting. Because the election of Directors at the annual meeting will no longer be contested, and in light of the ongoing novel coronavirus (COVID-19) pandemic, the annual meeting will now be held in a virtual meeting format only. We believe a virtual meeting best supports the health and safety of our stockholders and employees, while still allowing stockholders to participate in the annual meeting. You will be able to attend the annual meeting of stockholders online and submit questions before and during the meeting by visiting www.hpannualmeeting.com or www.virtualshareholdermeeting.com/HPQ2020. You will also be able to vote your shares electronically at the annual meeting (other than shares held through our 401(k) Plan, which must be voted prior to the meeting).
Your vote continues to be extremely important. Regardless of whether you participate in the annual meeting, we hope you vote as soon as possible. You may vote by proxy online or by phone by following the instructions provided on the accompanying proxy card or voting instruction card. You may also sign, date and return the enclosed proxy or voting instruction card to the address indicated on the card, but we strongly encourage you to use this option only if you do not have access to a touch-tone telephone or to the Internet. Voting online or by phone, written proxy or voting instruction card ensures your representation at the annual meeting regardless of whether you attend the virtual meeting.
If you have any questions, please contact Innisfree M&A Incorporated, the firm assisting us in connection with the annual meeting. Stockholders may call (877) 750-5838 (toll-free from the U.S. or Canada) or +1 (412) 232-3651 (from other countries). Banks and brokers may call collect at (212) 750-5833.
Thank you for your ongoing support of, and continued interest in, HP Inc.
Charles “Chip” V. Bergh
Chairman of the Board
“We see significant opportunities to create stockholder value at HP by advancing our leadership, disrupting industries and aggressively transforming the way HP works.”