BOARD PROPOSAL NO. 4
To approve the Third Amended and Restated HP Inc. 2004 Stock Incentive Plan
Our Board recommends a vote FOR the approval of the Third Amended and Restated HP Inc. 2004 Stock Incentive Plan
On January 13, 2022, the Board of Directors of HP Inc. (the “Board”) approved the adoption of the Third Amended and Restated HP Inc. 2004 Stock Incentive Plan (the “Amended 2004 Plan”), which amends and restates our Second Amended and Restated HP Inc. 2004 Stock Incentive Plan (the “Existing 2004 Plan”), subject to approval by our stockholders. We are asking stockholders to consider and vote upon a proposal to approve the Amended 2004 Plan. The Company anticipates that its equity-based compensation needs will soon exceed the remaining shares available under the Existing 2004 Plan. Upon the recommendation of the HRC Committee, the Board on January 13, 2022 therefore approved the Amended 2004 Plan, subject to the receipt of stockholder approval at our annual meeting.
The affirmative vote of a majority of the shares of HP common stock present in person or represented by proxy and entitled to be voted on the proposal at the annual meeting is required for approval of this proposal.