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.
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 8.
The past year was a notable one, marked by a number of transitions, including the appointment of our new Chief Executive Officer, 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.
Your vote will be especially important at this annual meeting. As you may have heard, Xerox Holdings Corporation has announced its intent to nominate 12 director candidates to stand for election to the Board at the annual meeting in opposition to the director nominees recommended by your Board. Xerox had previously submitted an unsolicited proposal to acquire HP, which your Board unanimously rejected, and subsequently launched an exchange offer to acquire all outstanding shares of HP common stock. We believe these nominations and related actions are a self-serving tactic by Xerox to advance its proposal that meaningfully undervalues HP and would create significant risk and compromise HP’s future.
Your Board does NOT endorse any Xerox nominee and unanimously recommends that you vote “FOR” the election of all of the nominees proposed by the Board and named in the accompanying proxy statement and AGAINST the proposal submitted by Xerox to repeal certain provisions of, or amendments to, the Company’s Bylaws adopted after February 7, 2019. Your Board strongly urges you not to vote using any blue proxy card sent to you by Xerox. If you have previously voted using a blue proxy card sent to you by Xerox, you can revoke that proxy and vote “FOR” your Board’s nominees and on the other matters to be voted on at the meeting by following the easy instructions provided on the enclosed WHITE proxy card.
Whether or not you will attend the meeting, we hope that your shares are represented and voted. Even if you plan to attend the annual meeting, we recommend that you vote your shares promptly by Internet or telephone by following the easy instructions provided on the enclosed WHITE proxy card, so that your vote will be counted if you later decide not to attend the 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.”