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Explanatory Note

This definitive proxy statement amends and restates the definitive proxy statement of HP Inc., filed with the Securities and Exchange Commission and first disseminated to stockholders on March 26, 2020 (the “original definitive proxy statement”), relating to our 2020 Annual Meeting of Stockholders.

Subsequent to the filing of the original definitive proxy statement on March 26, 2020, Xerox Holdings Corporation (“Xerox”) 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 our Board. Xerox subsequently withdrew both its director nominations and the shareholder proposal it had submitted to repeal certain provisions of, or amendments to, our Bylaws adopted after February 7, 2019.

Because Xerox is no longer seeking to nominate its slate of 12 director nominees, we are now able to once again hold a virtual annual meeting, conducted via live audio webcast, rather than an in-person annual meeting. HP has held virtual annual meetings in past years and, in light of the public health concerns relating to the ongoing novel coronavirus (COVID-19) pandemic and the protocols and recommendations that federal, state and local governments have imposed or may impose in the future, 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.

While Xerox has withdrawn its director nominees, the election of our Director nominees is still subject to a plurality voting standard. Our Bylaws provide that plurality voting will apply where we have received notice that a stockholder has nominated a person for election to the Board in accordance with our Bylaws and such nomination has not been withdrawn on or prior to the tenth day preceding the date we first mailed our notice of meeting for such annual meeting. Because Xerox withdrew its nominations after we commenced mailing of the original definitive proxy statement to stockholders on March 26, 2020, the election of Directors at the annual meeting will continue to be subject to a plurality voting standard.

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