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Questions and Answers

Proxy Materials

1. Why am I receiving these materials?

We have provided these materials to you in connection with our annual meeting of stockholders, which will take place on Tuesday, May 12, 2020, at HP Inc. Customer Welcome Center, 1501 Page Mill Road, Palo Alto, CA 94304. This proxy statement includes information that we are required to provide to you under the SEC rules and that is designed to assist you in voting your shares. The information in this proxy statement relates to the proposals to be voted on at the annual meeting, the voting process, the Board and Board committees, the compensation of our Directors and certain executive officers for fiscal 2019 and other required information. See Questions 12 and 13 below for information regarding how you can vote your shares at the annual meeting or by proxy (without attending the annual meeting).

2. What is included in the proxy materials?

The proxy materials include:

  • our proxy statement for the 2020 annual meeting of stockholders; and
  • our 2019 Annual Report, which includes our Annual Report on Form 10-K for the fiscal year ended October 31, 2019.

These materials also include the WHITE proxy card for the 2020 annual meeting of stockholders. WHITE proxy cards are being solicited on behalf of our Board. If you sign your WHITE proxy card but do not give instructions with respect to voting for Directors and other proposals, your shares will be voted by Enrique Lores, Steven J. Fieler and Kim M. Rivera, as proxy holders, FOR the election of all 12 Board nominees, FOR ratification of the appointment of our independent registered public accounting firm, FOR the approval of the compensation of our named executive officers (“say on pay” vote), FOR the approval of the Company’s 2021 Employee Stock Purchase Plan, AGAINST the stockholder proposal regarding written consent and AGAINST the Stockholder Bylaws Proposal. Our Board strongly urges you not to vote any blue proxy card sent to you by Xerox, and to vote FOR our Board of Directors’ 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.

Our proxy materials are also publicly available on our dedicated annual meeting website at www.hpannualmeeting.com.

3. What should I do if I receive a blue proxy card from Xerox?

The Board strongly urges you NOT to vote using any blue proxy card sent to you by Xerox. 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. If you previously voted using a blue proxy card sent to you by Xerox, you can revoke it and vote FOR the Director nominees recommended by the Board by voting via the 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. Only the latest-dated validly executed proxy that you submit will be counted and any proxy may be revoked at any time prior to its exercise at the 2020 annual meeting of stockholders. If you attend the meeting and desire to vote in person, your proxy will not be used.

4. What should I do if I receive more than one copy of HP’s proxy materials?

You may receive more than one copy of HP’s proxy materials, including multiple copies of this proxy statement and multiple WHITE proxy cards or voting instruction forms. For example, if you hold your shares in more than one brokerage account, you may receive a separate voting instruction form for each brokerage account in which you hold shares. If you are a stockholder of record and your shares are registered in more than one name, you may receive more than one WHITE proxy card. In order to vote all of the shares held by you in multiple accounts, you will need to vote the shares held in each account separately. Please follow the voting instructions provided on each WHITE proxy card to ensure that all of your shares are voted.

You will likely receive multiple mailings from Xerox, and HP will likely conduct multiple mailings prior to the annual meeting date to ensure stockholders have HP’s latest proxy information and materials to vote. HP will send you a WHITE proxy card with each mailing, regardless of whether you have previously voted. The latest dated proxy you submit will be counted, and, if you wish to vote as recommended by our Board, then you should only vote by using the WHITE proxy card.

5. Does the Board recommend that I take any action with respect to the Xerox exchange offer?

Xerox has commenced an unsolicited exchange offer to acquire all outstanding shares of HP common stock. After consultation with its independent financial and legal advisors, the Board concluded that the unsolicited exchange offer is not in the best interests of HP stockholders and unanimously recommended that HP stockholders reject the offer and NOT tender their HP shares pursuant to the offer. On March 5, 2020, HP filed a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC relating to the unsolicited exchange offer. We encourage you to read the Solicitation/Recommendation Statement for more information about the Board’s reasons and other important information.

6. How can I access the proxy materials over the Internet?

Our proxy materials are also publicly available on our dedicated annual meeting website at:

www.hpannualmeeting.com 

All of HP’s filings, including the 2019 Form 10-K are also available on HP’s Investor Relations site:

https://investor.hp.com

We also will furnish any exhibit to the 2019 Form 10-K if specifically requested.

Please note however, that if your shares are held by a broker, trustee, or other nominee (that is, in “street name”), or if you hold shares in the HP 401(k) Plan, you must use the voting instruction form provided by that broker, trustee or other nominee to instruct such broker, trustee or other nominee how to vote your shares on your behalf.

Voting Information

7. What proposals will be voted on at the meeting? How does the Board recommend that I vote and what is the voting requirement for each of the proposals?

Proposals Board
Recommendation
Votes Required Effect of Abstentions Effect of Broker Non-Votes, if any*
Election of Directors FOR ALL OF THE NOMINEES RECOMMENDED BY THE BOARD Plurality – 12 nominees who receive the greatest number of votes cast None None
Ratification of Independent Registered Public Accounting Firm FOR Majority of the shares present, in person or represented by proxy, and entitled to vote on the proposal Same as “AGAINST” None
Advisory Vote to Approve Executive Compensation (“Say on Pay” Vote) FOR Majority of the shares present, in person or represented by proxy, and entitled to vote on the proposal Same as “AGAINST” None
Vote to Approve the Company’s 2021 Employee Stock Purchase Plan FOR Majority of the shares present, in person or represented by proxy, and entitled to vote on the proposal Same as “AGAINST” None
Stockholder Proposal No. 1: Right to Act by Written Consent AGAINST Majority of the shares present, in person or represented by proxy, and entitled to vote on the proposal Same as “AGAINST” None
Stockholder Proposal No. 2: To Repeal Certain Provisions of, or Amendments to, the Company’s Bylaws Adopted After February 7, 2019 AGAINST Majority of the shares present, in person or represented by proxy, and entitled to vote on the proposal, except with respect to all or any portion of Article II, Section 3.2, Section 3.3, Section 3.4, Section 6.1, Section 6.4 and Article IX of the Bylaws, with respect to which approval of this proposal requires majority of the outstanding shares entitled to vote thereon. Same as “AGAINST” None, except with respect to all or any portion of Article II, Section 3.2, Section 3.3, Section 3.4, Section 6.1, Section 6.4 and Article IX of the Bylaws, same as AGAINST
*

In light of Xerox’s intention to nominate a slate of 12 Directors, we expect the annual meeting to have a contested Director election. Under the NYSE rules, this means that for shares held in accounts to which Xerox’s proxy materials have been sent, brokers, trustees and other nominees will not have discretionary authority to vote for any matters listed above (including the ratification of the appointment of the independent registered public accounting firm) unless they receive your instructions.

We also will consider any other business that properly comes before the annual meeting. See Question 22 below.

8. What are broker non-votes?

A broker non-vote occurs with respect to a proposal when a broker, trustee, or other nominee has discretionary authority to vote on one or more proposals to be voted on at a meeting of stockholders but is not permitted to vote on other proposals without instructions from the beneficial owner and the beneficial owner fails to provide the nominee with such instructions. Under the rules of the NYSE, brokers, trustees, or other nominees may normally vote on routine matters but cannot vote on non-routine matters. However, because of the contested nature of the election of Directors, under the rules of the NYSE, if you are the beneficial owner of shares rather than the stockholder of record and receive proxy materials from Xerox, your broker will not be able to vote your shares with respect to any of the proposals to be voted at the annual meeting, whether routine or not, unless they receive your instructions.

If you provide specific instructions with regard to certain items, your shares will be voted as you instruct on such items. If you vote by proxy card and sign the WHITE proxy card without giving specific instructions, your shares will be voted in accordance with the recommendations of the Board (FOR all of our nominees to the Board, FOR ratification of the appointment of our independent registered public accounting firm, FOR the approval of the compensation of our named executive officers (“say on pay” vote), FOR the approval of the Company’s 2021 Employee Stock Purchase Plan, AGAINST the stockholder proposal regarding written consent and AGAINST the Stockholder Bylaws Proposal).

For any shares you hold in the HP 401(k) Plan, if your voting instructions are not received by 11:59 p.m., Eastern Time, on May 7, 2020, your shares will be voted in proportion to the way the shares held by the other HP 401(k) Plan participants are voted, except as may be otherwise required by law.

9. Is cumulative voting permitted for the election of Directors?

No, you may not cumulate your votes in the election of Directors. At the 2016 Annual Meeting, our stockholders approved an amendment to the Certificate of Incorporation eliminating cumulative voting. Therefore, cumulative voting is no longer available to our stockholders.

10. What is the difference between holding shares as a stockholder of record and as a beneficial owner?

Most of our stockholders hold their shares through a broker, trustee, or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.

  • Stockholder of RecordIf your shares are registered directly in your name with our transfer agent, you are considered, with respect to those shares, the “stockholder of record.” As the stockholder of record, you have the right to grant your voting proxy directly to HP or to a third party, or to vote your shares during the annual meeting.
  • Beneficial OwnerIf your shares are held in a brokerage account, by a trustee, or by another nominee (that is, in “street name”), you are considered the “beneficial owner” of those shares. As the beneficial owner of those shares, you have the right to direct your broker, trustee, or nominee how to vote, or to vote your shares in person by ballot at the annual meeting (other than shares held in the HP 401(k) Plan, which must be voted prior to the annual meeting).

11. Who is entitled to vote and how many shares can I vote?

Each holder of shares of HP common stock issued and outstanding as of the close of business on March 25, 2020, the record date for the annual meeting, is entitled to cast one vote per share on all items being voted upon at the annual meeting. You may vote all shares owned by you as of this time, including (1) shares held directly in your name as the stockholder of record, including shares purchased through our dividend reinvestment program and employee stock purchase plans, and shares held through our Direct Registration Service; and (2) shares held for you as the beneficial owner through a broker, trustee, or other nominee.

On the record date, HP had approximately 1,429,764,119 shares of common stock issued and outstanding.

12. How can I vote my shares in person at the annual meeting?

Shares held in your name as the stockholder of record may be voted in person at the annual meeting. Shares for which you are the beneficial owner but not the stockholder of record may be voted in person at the annual meeting only if you obtain a legal proxy from the broker, trustee or nominee that holds your shares giving you the right to vote the shares, except that shares held in the HP 401(k) Plan cannot be voted in person at the annual meeting. If you hold shares in the HP 401(k) Plan, your voting instructions must be received by 11:59 p.m., Eastern Time, on May 7, 2020 for the trustee to vote your shares. However, holders of shares in the HP 401(k) Plan will still be able to attend the annual meeting and ask questions during the annual meeting. While we have established a physical location for the annual meeting, we recommend that you vote by proxy by using the WHITE proxy card as described below, in light of the public health concerns relating to the novel coronavirus (COVID-19).

13. How can I vote my shares without attending the annual meeting?

Whether you are a stockholder of record or the beneficial owner but not the stockholder of record, you can vote in the following ways:

  • VIA THE INTERNET: You can vote via the Internet by following the easy instructions on the enclosed WHITE proxy card or voting instruction form.
  • VIA TELEPHONE: You can vote by telephone by following the easy instructions on the WHITE proxy card or voting instruction form.
  • VIA 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.

14. What is the deadline for voting my shares?

If you hold shares as the stockholder of record, your vote by proxy must be received before the polls close during the annual meeting.

If you hold shares in the HP 401(k) Plan, your voting instructions must be received by 11:59 p.m., Eastern Time, on May 7, 2020 for the trustee to vote your shares. If you are the beneficial owner of shares held through a broker, trustee, or other nominee (including any shares held as a result of your participation in HP’s 2011 Employee Stock Purchase Plan (the “ESPP”)), please follow the voting instructions provided by your broker, trustee or nominee. The deadline to provide voting instructions for shares you hold as a beneficial owner may be earlier than the deadline provided above.

15. May I change my vote or revoke my proxy?

You may change your vote or revoke your proxy at any time prior to the vote during the annual meeting, except that any change to your voting instructions for shares held in the HP 401(k) Plan must be provided by 11:59 p.m., Eastern Time, on May 7, 2020 as described above.

If you are the stockholder of record, you may change your vote by: (1) granting a new proxy bearing a later date (which automatically revokes the earlier proxy); (2) providing a written notice of revocation to the Corporate Secretary at the address below in Question 26 prior to your shares being voted; or (3) attending the meeting and voting in person. Attendance at the meeting will not by itself revoke a proxy. For shares you hold beneficially in the name of a broker, trustee, or other nominee, you may change your vote by submitting new voting instructions to your broker, trustee, or nominee, or by attending the meeting and, if you have obtained a legal proxy from your broker or nominee giving you the right to vote your shares, voting in person.

If you have previously signed a proxy card sent to you by Xerox or otherwise voted according to instructions provided by Xerox, you may change your vote by voting via the 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. Submitting a later-dated vote using Xerox’s blue proxy card will revoke any votes you previously made using the Company’s WHITE proxy card.

16. Are stockholders entitled to exercise appraisal rights in connection with any matter identified in this proxy statement to be acted upon at the annual meeting?

Stockholders will not have rights of appraisal or similar dissenters’ rights with respect to any of the matters identified in this proxy statement to be acted upon at the annual meeting.

17. Is my vote confidential?

Proxy instructions, ballots and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed, either within HP or to third parties, except: (1) as necessary to meet applicable legal requirements; (2) to allow for the tabulation of votes and certification of the votes; and (3) to facilitate a successful proxy solicitation. Occasionally, stockholders provide on their proxy card written comments, which are then forwarded to management.

18. Who can answer my questions about how to vote?

If you need assistance in voting your shares, you may call our proxy solicitor, Innisfree M&A Incorporated (“Innisfree”), TOLL-FREE at (877) 750-5838 (from the U.S. and Canada). From other countries, you may call Innisfree at +1 (412) 232-3651.

19. How can I attend the annual meeting?

The annual meeting will be held at HP Inc. Customer Welcome Center, 1501 Page Mill Road, Palo Alto, California 94304 on May 12, 2020 at 2:00 p.m., Pacific Time. The meeting will be held at HP’s corporate campus, which can be found via the Page Mill Road Exit of Interstate 280 or the Oregon Expressway Exit of U.S. Route 101. 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 an 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 proxy statement.

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.

If we are able to hold an in-person annual meeting, all stockholders would be required to present a valid form of photo identification, such as a driver’s license or passport, and a printed admission ticket. Directions for obtaining and printing an admissions ticket would be posted on our investor relations website at https://investor.hp.com. Furthermore, 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. If you are a stockholder of record, your name will be verified against the list of stockholders of record on the record date prior to your admission to the annual meeting. If you are not a stockholder of record but hold shares through a broker, trustee or nominee, you must provide proof of beneficial ownership on the record date, such as your most recent account statement or other similar evidence of ownership.

No cameras, laptops, recording equipment, other similar electronic devices, signs, placards, briefcases, backpacks, large bags, or packages will be permitted in the annual meeting. We reserve the right to deny admittance to any stockholder who attempts to bring any such item into the annual meeting. Small purses are permissible, but they and any bags or packages permitted in the meeting room will be subject to inspection.

20. How many shares must be present or represented to conduct business at the annual meeting?

The quorum requirement for holding the annual meeting and transacting business is that holders of a majority of shares of HP common stock entitled to vote must be present in person or represented by proxy. Both abstentions and broker non-votes, if any, described previously in Question 8 above are counted for the purpose of determining the presence of a quorum. A broker non-vote occurs with respect to a proposal when a broker, trustee, or other nominee has discretionary authority to vote on one or more proposals to be voted on at a meeting of stockholders but is not permitted to vote on other proposals without instructions from the beneficial owner and the beneficial owner fails to provide the nominee with such instructions. Because of the contested nature of the election of Directors, under the rules of the NYSE, if you are the beneficial owner of shares rather than the stockholder of record and receive proxy materials from Xerox, your broker will not be able to vote your shares with respect to any of the proposals to be voted at the annual meeting, whether routine or not, unless they receive your instructions. Accordingly, while abstentions will continue to count for purposes of determining the presence of a quorum, if you receive proxy materials from Xerox, failure to provide instructions to your broker, trustee, or other nominee on how to vote your shares will result in your shares not being counted as present in determining the presence of a quorum at this annual meeting.

21. What if a quorum is not present at the annual meeting?

If a quorum is not present at the scheduled time of the annual meeting, then either the chairman of the annual meeting or the stockholders by vote of the holders of a majority of the stock present in person or represented by proxy at the annual meeting are authorized by our Bylaws to adjourn the annual meeting until a quorum is present or represented.

22. What happens if additional matters are presented at the annual meeting?

Other than the six items of business described in this proxy statement, we are not aware of any other business to be acted upon at the annual meeting. If you grant a proxy pursuant to the WHITE proxy card, the persons named as proxy holders, Enrique Lores, Steven J. Fieler, and Kim M. Rivera, will have the discretion to vote your shares on any additional matters properly presented for a vote at the meeting. In the event that any nominee should become unavailable, the proxy holders, Enrique Lores, Steven J. Fieler and Kim M. Rivera, will vote for a substitute nominee or nominees designated by the Board, unless the Board decides to decrease the size of the Board. If any substitute nominees are so designated, we will file an amended proxy statement or additional soliciting material that, as applicable, identifies the substitute nominees, discloses that such nominees have consented to being named in the amended proxy statement or additional soliciting material and to serve as directors if elected, and includes certain biographical and other information about such nominees required by the applicable SEC rules.

23. Who will serve as inspector of elections?

The inspector of elections will be a representative from an independent firm, First Coast Results, Inc.

24. Where can I find the voting results of the annual meeting?

We expect to announce preliminary voting results based on the advice of our proxy solicitor shortly after the annual meeting and publish preliminary results based on the preliminary tabulation by the independent Inspector of election in a Current Report on Form 8-K to be filed with the SEC within four business days of the annual meeting. Final results will be reported in a Current Report on Form 8-K to be filed with the SEC as soon as the final certified tabulation is available from the independent inspector of elections.

25. Who will bear the cost for the solicitation of proxies by HP?

This solicitation of proxies is authorized by, and made on behalf of, our Board, and we will bear the cost of soliciting proxies on the WHITE proxy card. In addition to the mailing of these proxy materials, the solicitation of proxies or votes may be made in person, by telephone, or by electronic communication by certain of our Directors, officers, and employees named in Annex B, who will not receive any additional compensation for such solicitation activities. Additional information about persons who are participants in this proxy solicitation is set forth in Annex B.

As a result of the potential proxy solicitation by Xerox, we will incur additional costs in connection with our solicitation of proxies. We have hired Innisfree to assist us in the solicitation of votes described above. We will pay Innisfree a fee not to exceed $3,500,000 plus out-of-pocket expenses. We have agreed to indemnify Innisfree against certain liabilities arising out of or in connection with these services. Innisfree expects that approximately 200 of its employees will assist in the solicitation. We also will reimburse brokerage houses and other custodians, nominees and fiduciaries for forwarding proxy and solicitation materials to stockholders.

We estimate that our expenses associated with soliciting proxies for the annual meeting and incurred in connection with preparing for a potential contested solicitation of proxies will be approximately $25,000,000 in the aggregate, of which approximately $4,100,000 has been incurred to date.

26. What is the deadline to propose actions (other than Director nominations) for consideration at next year’s annual meeting of stockholders?

You may submit proposals for consideration at future stockholder meetings. For a stockholder proposal to be considered for inclusion in our proxy statement for the annual meeting next year, the Corporate Secretary must receive the written proposal at our principal executive offices no later than November 26, 2020. Such proposals also must comply with SEC regulations under Rule 14a-8 regarding the inclusion of stockholder proposals in Company-sponsored proxy materials. Proposals should be addressed to our Corporate Secretary at HP Inc., 1501 Page Mill Road, Palo Alto, California 94304.

For a stockholder proposal that is not intended to be included in our proxy statement for next year’s annual meeting under Rule 14a-8, the stockholder must provide the information required by our Bylaws and give timely notice to the Corporate Secretary in accordance with our Bylaws, which, in general, require that the notice be received by the Corporate Secretary:

  • not earlier than the close of business on January 12, 2021; and
  • not later than the close of business on February 11, 2021.

If the date of the stockholder meeting is moved more than 30 days before or 60 days after the anniversary of our annual meeting for the prior year, then notice of a stockholder proposal that is not intended to be included in our proxy statement under Rule 14a-8 must be received no earlier than the close of business 120 days prior to the meeting and not later than the close of business on the later of the following two dates:

  • 90 days prior to the meeting; and
  • 10 days after public announcement of the meeting date.

Deadlines for the nomination of Director candidates are discussed in Question 28 below.

27. How may I recommend individuals to serve as Directors and what is the deadline for a Director recommendation?

You may recommend Director candidates for consideration by the NGSR Committee. Any such recommendations should include verification of the stockholder status of the person submitting the recommendation and the nominee’s name and qualifications for Board membership and should be directed to the Corporate Secretary at the address of our principal executive offices set forth in Question 26 above. See “—Identifying and Evaluating Candidates for Directors” above for more information regarding our Board membership criteria.

A stockholder may send a recommended Director candidate’s name and information to the Board at any time. Generally, such proposed candidates are considered at the first or second Board meeting prior to the issuance of the proxy statement for our annual meeting.

28. How may I nominate individuals to serve as Directors and what are the deadlines for a Director nomination?

Our Bylaws permit stockholders to nominate Directors for consideration at an annual meeting. To nominate a Director for consideration at an annual meeting, a nominating stockholder must provide the information required by our Bylaws and give timely notice of the nomination to the Corporate Secretary in accordance with our Bylaws, and each nominee must meet the qualifications required by our Bylaws. To nominate a Director for consideration at next year’s annual meeting (but not for inclusion in our annual proxy statement), in general the notice must be received by the Corporate Secretary between the close of business on January 12, 2021 and the close of business on February 11, 2021, unless the annual meeting is moved by more than 30 days before or 60 days after the anniversary of the prior year’s annual meeting, in which case the deadline will be as described in Question 26 above.

In addition, our Bylaws provide that under certain circumstances, a stockholder or group of stockholders may include Director candidates that they have nominated in our annual meeting proxy statement. These proxy access provisions of our Bylaws provide, among other things, that a stockholder or group of up to 20 stockholders seeking to include Director candidates in our annual meeting proxy statement must own 3% or more of HP’s outstanding common stock continuously for at least the previous three years. The number of stockholder-nominated candidates appearing in any annual meeting proxy statement cannot exceed 20% of the number of Directors in office as of the last day on which a request to include a stockholder-nominated candidate may be delivered in accordance with our Bylaws. If 20% is not a whole number, the maximum number of stockholder-nominated candidates would be the closest whole number below 20%. Nominees submitted under the proxy access procedures that are later withdrawn or are included in the proxy materials as Board-nominated candidates will be counted in determining whether the 20% maximum has been reached. If the number of stockholder-nominated candidates exceeds 20%, each nominating stockholder or group of stockholders may select one nominee for inclusion in our proxy materials until the maximum number is reached. The order of selection would be determined by the amount (largest to smallest) of shares of HP common stock held by each nominating stockholder or group of stockholders. The nominating stockholder or group of stockholders also must deliver the information required by our Bylaws, and each nominee must meet the qualifications required by our Bylaws. Requests to include stockholder-nominated candidates in our proxy materials for next year’s annual meeting must be received by the Corporate Secretary:

  • not earlier than the close of business on December 13, 2020; and
  • not later than the close of business on January 12, 2021.

29. How may I obtain a copy of the provisions of our Bylaws regarding stockholder proposals and Director nominations?

You may contact the Corporate Secretary at our principal executive offices for a copy of the relevant Bylaws provisions regarding the requirements for making stockholder proposals and nominating Director candidates. Our Bylaws are also available on our investor relations website at https://investor.hp.com.

30. Will HP “household” its proxy materials?

SEC rules allow a single copy of the proxy materials to be delivered to multiple stockholders sharing the same address and last name, or who we reasonably believe are members of the same family and who consent to receive a single copy of these materials in a manner provided by these rules. This practice is referred to as “householding”.

Due to the contested nature of the solicitation, we do not intend to enable householding of our proxy materials this year to stockholders sharing an address. This means that stockholders who share an address will each be mailed a separate copy of the proxy materials.

If you are a stockholder of record who (i) has not already consented to receive a single copy of annual meeting proxy materials and would like to do so for uncontested annual meetings in the future or (ii) has previously consented to receive a single copy of annual meeting proxy materials (in the event “householding” is applicable) and would like to receive separate copies of these materials for uncontested annual meetings in the future, please contact our transfer agent, EQ Shareowner Services, at 1110 Centre Pointe Curve, Suite 101, Mendota Heights, MN 55120-4100 or by calling 1-800-286-5977 from the U.S. or Canada or 1-651-450-4064 from other countries.

If you are the beneficial owner of shares held through a broker, trustee, or other nominee and you wish to receive a separate set of proxy materials for future uncontested meetings or if you wish to receive one copy of these materials per household in the future, please contact your broker, trustee or other nominee.

Additional copies of our proxy materials are available upon request to our proxy solicitor, Innisfree M&A Incorporated, whose contact information is shown below. Please note however, that if you hold shares in “street name,” you must use the voting instruction form provided by your broker, trustee or other nominee to instruct your broker, trustee or other nominee how to vote your shares on your behalf.

31. Who can help answer my questions about the annual meeting?

If you have any questions about the annual meeting or how to vote or revoke your proxy, please contact our proxy solicitor:

Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, New York 10022
Stockholders: (877) 750-5838 (Toll-free from the U.S. and Canada)
or +1 (412) 232-3651 (from other countries)
Banks and brokers (call collect):
(212) 750-5833

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