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Notice of Annual Meeting of Stockholders

This notice of annual meeting and proxy statement for HP Inc. (“HP” or the “Company”) and the accompanying WHITE proxy card are being first mailed to our stockholders on or about March 26, 2020.

Time and Date

2:00 p.m., Pacific Time,
on Tuesday, May 12, 2020

Place

HP Inc. Customer Welcome Center
1501 Page Mill Road
Palo Alto, California 94304

Record Date

March 25, 2020

Voting

Internet

Visit the website provided on your WHITE proxy card or voting instruction form.

Telephone

Use the toll-free phone number listed on the WHITE proxy card or voting instruction form.

Mail

We are encouraging all stockholders to submit their proxies by Internet or by telephone, given the circumstances relating to the novel coronavirus (COVID-19). You may also sign, date and return the enclosed WHITE proxy card or voting instruction form to the address indicated on the card or form, 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.

Your vote is extremely important. In light of public health concerns relating to the novel coronavirus (COVID-19), we recommend that you vote your shares promptly by Internet or telephone by following the easy instructions provided on the enclosed WHITE proxy card or voting instruction form, as applicable.

If you have any questions, please contact Innisfree M&A Incorporated, the firm assisting us in connection with the annual meeting. Stockholders may call toll free at (877) 750-5838, if calling from the U.S. or Canada, or may call +1 (412) 232-3651, if calling from other countries. Banks and brokers may call collect at (212) 750-5833.

1501 Page Mill Road
Palo Alto, California 94304
(650) 857-1501


Items of Business

Management Proposals
  1. To elect 11 Directors
  2. To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2020
  3. To approve, on an advisory basis, the Company’s executive compensation (“say on pay” vote)
  4. To approve the Company’s 2021 Employee Stock Purchase Plan (the “ESPP”)
Stockholder Proposals
  1. To consider and vote on a stockholder proposal described in this proxy statement, if properly presented at the meeting
  2. To consider and vote on a stockholder proposal submitted by Xerox Holdings Corporation (“Xerox”) to repeal each provision of, or amendment to, the Bylaws adopted by the Board of Directors (the “Board”) without the approval of the Company’s stockholders subsequent to February 7, 2019 and up to and including the date of the annual meeting (the “Stockholder Bylaws Proposal”), if properly presented at the meeting
  3. Such other business as may properly come before the meeting

Please note that Xerox has provided notice to the Company of its intent to nominate a slate of 12 Director nominees (each, a “Xerox nominee” and, collectively, the “Xerox nominees”) for election as Directors at the annual meeting in opposition to the nominees proposed by our Board and present the Stockholder Bylaws Proposal. You may receive solicitation materials from Xerox, including a proxy statement and blue proxy card. We are not responsible for the accuracy of any information provided by or relating to Xerox or its nominees contained in solicitation materials filed or disseminated by or on behalf of Xerox or any other statements Xerox or its representatives may make.

The 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 this proxy statement and AGAINST the Stockholder Bylaws Proposal. Our 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 our Board’s nominees, AGAINST the Stockholder Bylaws Proposal and on the other matters to be voted on at the meeting in accordance with the Board’s recommendations by voting via Internet or by telephone by following the easy instructions provided on the enclosed WHITE proxy card. You may also sign, date and return the enclosed WHITE proxy 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.

Admission and Record Date

Only stockholders of record at the close of business on March 25, 2020 are entitled to receive notice of, to attend, and to vote at the meeting. While we have established a physical location for the annual meeting, we encourage all of our stockholders to vote their proxies in advance of the meeting, rather than attempting to attend in person.

We are actively monitoring the public health concerns relating to the novel coronavirus (COVID-19) and the protocols and recommendations that federal, state, and local governments, including the Centers for Disease Control and Prevention (the “CDC”), the State of California, and the County of Santa Clara, have imposed or may impose in the future. Our headquarters are located in the County of Santa Clara, California, which on March 16, 2020 announced the implementation of “shelter in place” orders prohibiting virtually all group gatherings through April 7, 2020. We do not know if these restrictions or similar restrictions will remain in place on the date of the annual meeting, but at this time do not expect that we will be able to conduct a widely attended annual meeting at a physical location.

We may also take action to change the time, date or location of the meeting and may conduct the meeting by means of remote communication (either in conjunction with a meeting held at a physical location or solely by means of remote communication). If we determine to change the date, time or location of our annual meeting, we will publicly announce such change as soon as practicable before the meeting by press release and posting on our investor relations website at https://investor.hp.com, as well as through a Securities and Exchange Commission (“SEC”) filing. Any and all future press releases, filings or other public announcements regarding the time, date or location of the annual meeting, including if the annual meeting will be held solely by remote communication and not in a physical location or both in-person and virtually and, if so, how you may access the annual meeting virtually and participate and vote during such meeting, or any other changes that may be required as determined by the Board, are incorporated by reference into this notice.

In order to ensure that your shares are represented at the meeting, we strongly encourage you to vote your shares by proxy prior to the meeting, and, further encourage you to submit your proxies electronically—by telephone or by Internet—by following the easy instructions on the enclosed WHITE proxy card. Your vote is important, and voting electronically should facilitate the timely receipt of your proxy despite any potential disruptions in mail service due to COVID-19.

As mentioned above, given a possibility of ongoing restrictions on group gatherings at the time of our annual meeting, to the extent we are able to offer some form of access via the Internet for this contested meeting, we intend to publicly disclose detailed information about such forms of access, if any, including details on how to listen to and/or watch the annual meeting via the Internet and/or participate, if applicable, on our investor relations website at https://investor.hp.com, and, if required, also announce such information via a press release and disclose in materials filed with the SEC.

If we are able to hold an in-person annual meeting based on our judgment of the public health situation at the time of the meeting in light of applicable COVID-19-related protocols and recommendations, you will be entitled to attend the annual meeting only if you were an HP stockholder of record as of the close of business on March 25, 2020 or if you hold a valid proxy for the annual meeting. Please note the admission procedures described under the heading “How Can I Attend the Meeting?” on page 86 of the proxy statement. To promote the health and safety of attendees, we may impose additional procedures or limitations on meeting attendance based on the protocols and recommendations that may be issued by federal, state, and local governments, including the CDC, the State of California, and the County of Santa Clara, at the time. Such additional procedures or limitations may include, but are not limited to, thorough screenings of attendees (including temperature checks) and limits on the number of attendees to promote social distancing.

Adjournments and Postponements

Any action on the items of business described above may be considered at the annual meeting at the time and on the date specified above or at any time and date to which the annual meeting may be properly adjourned or postponed.

By order of the Board of Directors,

Kim M. Rivera
President, Strategy and Business Management,
Chief Legal Officer and Secretary

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on May 12, 2020. The definitive proxy statement and HP Inc.’s 2019 Annual Report are available electronically at www.hpannualmeeting.com.

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