UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
~~the~~ Securities Exchange Act of 1934 (Amendment No. )

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☐		Preliminary Proxy Statement
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☐		Soliciting Material ~~Pursuant to §240.14a-12~~Under Rule 14a-12

HP Inc.

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

~~HP INC.~~
~~(Name of Registrant as Specified In Its Charter)~~

~~(Name of Person(s) Filing Proxy Statement, if other than the Registrant)~~

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Table of Contents

~~To our Stockholders:~~

We are pleased to invite you to attend the annual meeting of stockholders of HP Inc. on Tuesday, April 24, 2018 at 2:00 p.m., Pacific Time. This year’s annual meeting will again be a virtual meeting of stockholders, conducted via live audio webcast. You will be able to attend the annual meeting of stockholders online and submit questions during the meeting by visiting~~www.hpannualmeeting.com~~ or~~www.hp.onlineshareholdermeeting.com. You will also be able to vote your shares electronically at the annual meeting (other than shares held through our 401(k) Plan, which must be voted prior to the meeting).~~

We are embracing the latest technology to provide expanded access, improved communication and cost savings for our stockholders and the Company. As we’ve learned, hosting a virtual meeting enables increased stockholder attendance and participation from locations around the world. In addition, the online format allows us to communicate more effectively via a pre-meeting forum that you can enter by visiting~~www.hpannualmeeting.com~~ or~~www.proxyvote.com/HP~~.

~~Further details about how to attend the meeting online and the business to be conducted at the annual meeting are included in the accompanying Notice of Annual Meeting and Proxy Statement.~~

We are again providing access to our proxy materials online under the U.S. Securities and Exchange Commission’s “notice and access” rules. As a result, we are mailing to many of our stockholders a notice instead of a paper copy of this proxy statement and our 2017 Annual Report. The notice contains instructions on how to access documents online. The notice also contains instructions on how stockholders can receive a paper copy of our materials, including this proxy statement, our 2017 Annual Report, and a form of proxy card or voting instruction card. Those who do not receive a notice, including stockholders who have previously requested to receive paper copies of proxy materials, will receive a paper copy by mail unless they have previously requested delivery of materials electronically. This distribution process is more resource- and cost-efficient.

Your vote is important. Regardless of whether you participate in the annual meeting, we hope you vote as soon as possible. You may vote by proxy online or by phone, or, if you received paper copies of the proxy materials by mail, you may also vote by mail by following the instructions on the proxy card or voting instruction card. Voting online or by phone, written proxy or voting instruction card ensures your representation at the annual meeting regardless of whether you attend the virtual meeting.

~~Thank you for your ongoing support of, and continued interest in, HP Inc.~~

~~Sincerely,~~

~~Charles “Chip” V. Bergh~~
~~Chairman of the Board~~
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, April 13, 2021 at 2:00 p.m., Pacific Time. This year’s annual meeting will again be a virtual meeting of stockholders, conducted via live audio webcast.

You will be able to attend the annual meeting of stockholders online and submit questions before and during the meeting by visiting www.hpannualmeeting.com or www.virtualshareholdermeeting.com/HPQ2021. You will also be able to vote your shares electronically at the annual meeting (other than shares held through our 401(k) Plan, which must be voted prior to the meeting).

Join by internet at either www.hpannualmeeting. com or www.virtualshareholdermeeting.com/ HPQ2021.

We are embracing the latest technology to provide expanded access, improved communication and cost savings for our stockholders and the Company. As we have learned, hosting a virtual meeting enables increased stockholder attendance and participation from locations around the world. In addition, the online format allows us to communicate more effectively via a pre-meeting forum that you can enter by visiting www.hpannualmeeting.com or www.proxyvote.com/HP.

Further details about how to attend the meeting online, submit questions before or during the meeting, and information on the business to be conducted at the annual meeting are included in the accompanying Notice of Annual Meeting and Proxy Statement.

We are providing access to our proxy materials online under the U.S. Securities and Exchange Commission’s “notice and access” rules. As a result, we are mailing to many of our stockholders a notice instead of a paper copy of this proxy statement and our 2020 Annual Report. The notice contains instructions on how to access proxy materials online. The notice also contains instructions on how stockholders can receive a paper copy of our materials, including this proxy statement, our 2020 Annual Report, and a form of proxy card or voting instruction card. Those who do not receive a notice,

including stockholders who have previously requested to receive paper copies of proxy materials, will receive a paper copy by mail unless they have previously requested delivery of materials electronically. This distribution process is more resource- and cost-efficient.

Thank you for your ongoing support of, and continued interest in, HP Inc.

Sincerely,

Charles “Chip” V. Bergh
Chairman of the Board

We welcome all our stockholders to join and participate in the meeting, regardless of location, by accessing the virtual meeting. We look forward to hearing from you and responding to your questions.”

~~Proxy Statement~~

www.hpannualmeeting.com

Table of Contents

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

~~NOTICE OF ANNUAL MEETING OF STOCKHOLDERS~~

~~This notice of annual meeting, proxy statement and form of proxy for HP Inc. (the “Company”) are being distributed and made available on or about February 26, 2018.~~

~~Time and Date~~
~~2:00 p.m., Pacific Time, on Tuesday, April 24, 2018~~

~~Place~~
~~Online atwww.hpannualmeeting.com~~ or~~www.hp.onlineshareholdermeeting.com~~

Items of Business

Management Proposals

~~Management Proposals~~
(1)	To elect ~~the 10 directors named in this proxy statement~~ 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, ~~2018~~ 2021
(3)	To approve, on an advisory basis, the Company’s executive compensation (“say on pay” vote)

Stockholder Proposal

~~Stockholder Proposals~~
(4)	To consider and vote on a stockholder proposal ~~requesting stockholders’ right to act by written consent,~~described in this proxy statement, if properly presented at the ~~annual~~ meeting
(5)	Such other business as may properly come before the meeting

~~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.

~~Record Date~~
~~You are entitled to vote only if you were an HP Inc. stockholder as of the close of business on February 23, 2018.~~

~~By order of the Board of Directors,~~

~~Kim M. Rivera~~
~~Chief Legal Officer, General Counsel and Secretary~~

~~Voting~~


~~Internet~~	~~Telephone~~	~~Mail~~
~~www.hpannualmeeting.com~~ or ~~www.proxyvote.com/HP~~ ~~prior to the meeting.~~ ~~During the meeting please visit~~ ~~www.hpannualmeeting.com~~ or ~~www.hp.onlineshareholdermeeting.com~~	~~1-800-690-6903~~	~~You can vote by mail by requesting a~~ ~~paper copy of the materials, which~~ ~~will include a proxy card. Return~~ ~~the card to Vote Processing, c/o~~ ~~Broadridge, 51 Mercedes Way,~~ ~~Edgewood, NY 11717.~~

Your vote is very important. Regardless of whether you plan to virtually attend the annual meeting, we hope you will vote as soon as possible. You may vote your shares over the Internet or via a toll-free telephone number. If you received a paper copy of a proxy or voting instruction card by mail, you may submit your proxy or voting instruction card for the annual meeting by completing, signing, dating and returning your proxy or voting instruction card in the pre-addressed envelope provided. Stockholders of record and beneficial owners will be able to vote their shares electronically at the annual meeting (other than shares held through the HP Inc. 401(k) Plan, which must be voted prior to the meeting). For specific instructions on how to vote your shares, please refer to the section entitled~~Questions and Answers~~—~~Voting Information~~~~beginning on page 62 of the proxy statement.~~

Virtual Meeting Admission

Stockholders of record as of February ~~23, 2018,~~16, 2021, will be able to participate in the annual meeting by visiting our annual meeting websitewww.hpannualmeeting.comor~~www.hp.onlineshareholdermeeting.com~~www.virtualshareholdermeeting. com/HPQ2021. To participate in the annual meeting, you will need the 16-digit control number included on your notice of Internet availability of the proxy materials, ~~on your~~ proxy card or on the instructions that accompanied your proxy materials. If you have any questions about your control number, please contact the bank, broker, or other nominee that holds your shares.

The annual meeting will begin promptly at 2:00 p.m., Pacific Time. Online check-in will begin at 1:30 p.m., Pacific Time, and you should allow ample time for the online check-in procedures.

Annual Meeting Website and Pre-Meeting Forum

The online format used by HP Inc. for the annual meeting also allows us to communicate more effectively with you. Stockholders can access our pre-meeting forum, where you can submit questions in advance of the annual meeting, by visiting our annual meeting website atwww.hpannualmeeting.comorwww.proxyvote.com/HP. Stockholders can also access copies of our proxy statement and annual report at the annual meeting website.

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,

Harvey Anderson
Chief Legal Officer and Secretary

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on April ~~24, 2018.~~13, 2021.The definitive proxy statement and HP Inc.’s ~~2017~~2020 Annual Report are available electronically atwww.proxyvote.com/HP.

02	1501 Page Mill Road Palo Alto, California 94304 (650) 857-1501

~~retainer for the independent Chairman consistent with the previously set Chairman fee (pro-rated based on the date Mr. Bergh began service as the independent Chairman). In addition to the annual cash~~ and ~~equity retainers~~Board of Directors

Related-Person Transactions Policies and the Lead Independent Director and Chairman retainers described above, the non-employee directors who served as chairs of standing committees during fiscal 2017 received cash retainers for such service. The Board approved annual cash retainers for committee chairs as follows for fiscal 2017:

Each non-employee director also receives $2,000 for Board meetings attended in excess of ten meetings per Board year (which begins in March and ends the following February), and $2,000 for each committee meeting attended in excess of a total of ten meetings of each committee per Board year.

Non-employee directors are reimbursed for their expenses in connection with attending Board meetings (including expenses related to spouses when spouses are invited to attend Board events), and non-employee directors may use the Company aircraft for travel to and from Board meetings and other company events.

The following table provides additional information about non-employee director equity awards, including the stock awards and option awards made to non-employee directors during fiscal 2017, the grant date fair value of each of those awards and the number of stock awards and option awards outstanding as of the end of fiscal 2017:

Under our stock ownership guidelines, non-employee directors are required to accumulate, within five years of election to the Board, shares of HP’s stock equal in value to at least five times the amount of their annual cash retainer. Shares counted toward these guidelines include any shares held by the director directly or indirectly, including deferred vested awards.

All non-employee directors with more than five years of service have met our stock ownership guidelines and all non-employee directors with less than five years of service have either met or are on track to meet our stock ownership guidelines within the required time based on current trading prices of HP’s stock. See “Common Stock Ownership of Certain Beneficial Owners and Management” on page 56 of this proxy statement.

We have adopted a written policy for approval of transactions between us and our ~~directors, director~~non-employee Directors, Director nominees, executive officers, beneficial owners of more than 5% of HP’s stock, and their respective immediate family members where the amount involved in the transaction exceeds or is expected to exceed $100,000 in a single calendar year.

The policy provides that the NGSR Committee reviews certain transactions subject to the policy and decides whether ~~or not~~ to approve or ratify those transactions. In doing so, the NGSR Committee determines whether the transaction is in the best interests of HP. In making that determination, the NGSR Committee ~~takes into account,~~considers, among other factors it deems appropriate:

The NGSR Committee has delegated authority to the ~~chair~~Chair of the NGSR Committee to pre-approve or ratify transactions where the aggregate amount involved is expected to be less than $1 million.

A summary of any new transactions pre-approved by the ~~chair~~Chair is provided to the full NGSR Committee for its review at each of the NGSR Committee’s regularly scheduled meetings.

The NGSR Committee has adopted standing pre-approvals under the policy for limited transactions with related persons. Pre-approved transactions include:

A summary of new transactions covered by the standing pre-approvals relating to other companies (as described above) is provided to the NGSR Committee for its review in connection with that committee’s regularly scheduled meetings.

We enter into commercial transactions with many entities for which our executive officers or ~~directors~~non-employee Directors serve as ~~directors~~non-employee Directors and/or employees in the ordinary course of our business. All of those transactions were pre-approved transactions as defined above. There have otherwise been no ~~related person~~related-person transactions (actual or proposed) since the beginning of HP’s last completed fiscal year.

Non-employee Director compensation is determined annually by the independent members of the Board acting on the recommendation of the HRC Committee. In formulating its recommendation, the HRC Committee considers market data for our peer group and input from the independent compensation consultant retained by the HRC Committee. Mr. Lores, as an employee of the Company, does not receive any separate compensation for his HP Board service. Similarly, Mr. Weisler did not receive any separate compensation for his HP Board service during fiscal 2020 because he was an employee of the Company during the period he served on the Board.

For the 2020 Board year, which began March 1, 2020 (and therefore approximates the period between annual stockholder meetings when non-employee Directors are regularly elected), each non-employee Director was initially entitled to receive an annual cash Board retainer of $105,000. Non-employee Directors serving prior to March 1, 2020 could elect to defer up to 50% of their annual cash retainer for the 2020 Board year. Non-employee Directors who joined after February 28, 2020 could elect to defer 100% of their annual cash retainer for the 2020 Board year. For the 2021 Board year, non-employee Directors may elect to defer 100% of their annual cash retainer. Additionally, in lieu of the annual cash retainer, non-employee Directors may elect to receive an equivalent value of equity in fully vested shares. For fiscal 2020, four non-employee Directors elected to defer their annual cash retainer. In response to the impact of the COVID-19 pandemic, the Board approved a reduction of 25% of the annual cash retainer paid to non-employee Directors for their service from June 1, 2020 through October 31, 2020. This reduction also applied to any equity elected by the non-employee Director to be received in lieu of cash.

Each non-employee Director also received an annual equity Board retainer of $215,000 for service during the 2020 Board year, with regular grants on the date of the annual stockholder meeting. Under special circumstances, the annual equity retainer may be paid in cash. No annual equity retainer was paid in cash during fiscal 2020. Starting with the 2020 Board year, the HRC eliminated individual non-employee Director’s choice to receive a portion of the equity retainer in stock options to better align with market practice. Equity grants to non-employee Directors are primarily intended to strengthen alignment with stockholder interests and to reinforce a long-term ownership view of the Company and its value. Retention is not the focus of equity grants for non-employee Directors, which is why service-related vesting on equity awards was eliminated in July 2017. Non-employee Directors may elect to defer the settlement of shares received as part of the program until either (a) the first to occur of the Director’s death, disability (as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) or when the non-employee Director no longer serves as a member of the HP Board (a “Separation From Service” as defined in Section 409A of the Code) or (b) April 1 of a given year.

The Chairman of the Board receives an additional $200,000 annual cash retainer in recognition of the greater duties that the position requires. In addition to the regular annual cash and equity retainers, and the Chairman retainer described above, the non-employee Directors who served as chairs of standing committees during fiscal 2020 received cash retainers for such service. The Board approved annual cash retainers for committee chairs as follows for fiscal 2020:

Each non-employee Director also receives $2,000 for each Board meeting attended in excess of ten meetings per Board year, and $2,000 for each committee meeting attended in excess of a total of ten meetings of each committee per Board year. In response to the impact of the COVID-19 pandemic, Board members have waived their fees from additional Board meetings. HP donated these fees totaling $326,000 to the HP Employee Relief Fund.

Non-employee Directors are reimbursed for their expenses in connection with attending Board meetings, including expenses related to spouses when they are invited to attend Board events, and non-employee Directors may use the Company aircraft for travel to and from Board meetings and other Company events.

The following table provides additional information about equity awards, made to non-employee Directors during fiscal 2020, the grant date fair value of each of those awards and the number of stock awards and option awards outstanding as of the end of fiscal 2020:

Under our stock ownership guidelines, non-employee Directors are required to accumulate, within five years of election to the Board, shares of HP’s stock equal in value to at least five times the amount of the regular annual cash Board retainer. Shares counted toward these guidelines include any shares held by the Director directly or indirectly, including deferred stock awards.

At the end of fiscal 2020, all non-employee Directors with more than five years of service have met our stock ownership guidelines and all non-employee Directors with less than five years of service have either met or are on track to meet our stock ownership guidelines within the required time based on current trading prices of HP’s stock.

The Audit Committee has appointed and, as a matter of good corporate governance, is requesting ratification by the stockholders of Ernst & Young LLP as the independent registered public accounting firm to audit our consolidated financial statements for the fiscal year ending October 31, ~~2018.~~2021. During fiscal ~~2017,~~2020, Ernst & Young LLP served as our independent registered public accounting firm and ~~also~~ provided certain other audit-related and tax services. See ~~“Principal Accounting Fees and Services” and~~ “Report of the Audit Committee of the Board of Directors” and “Principal Accountant Fees and Services” below. Representatives of Ernst & Young LLP are expected to participate in the annual meeting, where they will be available to respond to appropriate questions and, if they desire, to make a statement.

Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the ~~2018~~2021 fiscal year requires 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 at the annual meeting. If the appointment is not ratified, the Board will consider whether it should select another independent registered public accounting firm. The members of the Audit Committee and the Board believe that the continued retention of Ernst & Young LLP to serve as HP’s independent registered public accounting firm is in the best interests of HP and its investors.

The Audit Committee represents and assists the Board in fulfilling its responsibilities for general oversight of the integrity of HP’s financial statements, HP’s compliance with legal and regulatory requirements, the independent registered public accounting firm’s qualifications and independence, the performance of HP’s internal audit function and independent registered public accounting firm, and risk assessment and risk management. The Audit Committee manages HP’s relationship with its independent registered public accounting firm (which reports directly to the Audit Committee) and is responsible for the audit fee negotiations associated with HP’s retention of the independent registered public accounting firm. The Audit Committee has the authority to obtain advice and assistance from outside legal, accounting or other advisors as the Audit Committee deems necessary to carry out its duties and receives appropriate funding, as determined by the Audit Committee, from HP for such advice and assistance.

HP’s management is primarily responsible for HP’s internal control and financial reporting process. HP’s independent registered public accounting firm, Ernst & Young LLP, is responsible for performing an independent audit of HP’s consolidated financial statements and issuing opinions on the conformity of those audited financial statements with United States generally accepted accounting principles and the effectiveness of HP’s internal control over financial reporting. The Audit Committee monitors HP’s financial reporting process and reports to the Board on its findings.

The undersigned members of the Audit Committee have submitted this Report to the Board of Directors.

Mary Anne Citrino, Chair
Robert R. Bennett
Stacy Brown-Philpot
Richard L. Clemmer
Subra Suresh

Common Stock Ownership of Certain Beneficial Owners and Management
The following table sets forth information as of December 31, ~~2017~~2020 (or as of the date otherwise indicated below) concerning beneficial ownership by:
●—
holders of more than 5% of HP’s outstanding shares of common stock;
●— our ~~directors~~Directors and nominees;
●— each of the named executive officers listed in the Summary Compensation Table on page ~~45;~~59; and
●— all of our ~~directors~~Directors and executive officers as a group.
The information provided in the table is based on our records, information filed with the SEC and information provided to HP, except where otherwise noted.
The number of shares beneficially owned by each entity or individual is determined under SEC rules, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the entity or individual has sole or shared voting or investment power and also any shares that the entity or individual has the right to acquire as of March 1, ~~2018~~2021 (60 days after December 31, ~~2017)~~2020) through the exercise of any stock options, through the vesting/settlement of RSUs payable in shares, or upon the exercise of other rights. Beneficial ownership excludes options or other rights vesting after March 1, ~~2018~~2021 and any RSUs vesting/settling, as applicable, on or before March 1, ~~2018~~2021 that may be payable in cash or shares at HP’s election. Unless otherwise indicated, each person has sole voting and investment power (or shares such power with his or her spouse) with respect to the shares set forth in the following table.
Beneficial Ownership Table
Name of Beneficial Owner        Shares of
Common Stock
Beneficially Owned        Percent of
Common Stock
Outstanding Shares of Common Stock
Beneficially Owned Percent of Common
Stock Outstanding
Dodge & Cox⁽¹⁾ 84,240,797 5.1% 149,699,491 12.0%
BlackRock, Inc.⁽²⁾ 109,695,755 6.7%
The Vanguard Group⁽³⁾ 126,798,340 7.7%

The Vanguard Group⁽²⁾ 119,024,801 9.5%
BlackRock, Inc.⁽³⁾ 113,755,211 9.1%
Aida M. Alvarez 18,924 * 65,864 *
Shumeet Banerji 28,000 * 45,770 *
Robert R. Bennett 39,607 * 153,259 *
Charles “Chip” V. Bergh 52,778 *
Charles “Chip” V. Bergh⁽⁴⁾ 203,228 *
Stacy Brown-Philpot 22,541 * 68,338 *
Stephanie A. Burns 31,328 * 78,787 *
Mary Anne Citrino 90,808 *
Mary Anne Citrino⁽⁵⁾ 213,844 *
Richard L. Clemmer 20,006 *
Yoky Matsuoka 37,459 *
Judith (“Jami”) Miscik — *
Stacey Mobley 22,542 * 68,338 *
Subra Suresh 4,293 * 73,077 *
Dion J. Weisler⁽⁴⁾ 856,922 *
Ron V. Coughlin⁽⁵⁾ 551,602 *
Jon Flaxman⁽⁶⁾ 348,479 *
Catherine A. Lesjak⁽⁷⁾ 786,410 *
Alex Cho 64,435 *
Steven J. Fieler — *
Enrique J. Lores⁽⁸⁾⁽⁶⁾ 643,608 * 689,026 *
All current executive officers and directors as a group (17 persons)⁽⁹⁾ 4,096,698 *
Marie Myers — *
Kim M. Rivera 92,208 *
Christoph Schell 110,827 *
All current Executive Officers and Directors as a Group (20 persons)⁽⁷⁾ 2,344,680 *

*
Represents holdings of less than 1% based on shares of our common stock outstanding as of December 31, ~~2017.~~
2020.

56Proxy Statement 71
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Table of Contents
~~Ownership of our Stock~~

Ownership of Our Stock
⁽¹⁾
Based on the most recently available Schedule 13G/A filed with the SEC on February ~~13, 2018~~11, 2021 by Dodge & Cox. According to its Schedule 13G/A, Dodge & Cox reported having sole voting power over ~~79,153,502~~142,703,810 shares, shared voting power over no shares, sole dispositive power over ~~84,240,797~~149,699,491 shares and shared dispositive power over no shares. The securities reported on the Schedule 13G/A are beneficially owned by clients of Dodge & Cox, which clients may include investment companies registered under the Investment Company Act of 1940 and other managed accounts, and which clients have the right to receive or the power to direct the receipt of dividends from, and the proceeds from the sale of, HP’s stock. Dodge & Cox Stock Fund, an investment company registered under the Investment Company Act of 1940, has an interest of 90,500,337 shares. The Schedule 13G/A contained information as of December 31, ~~2017~~2020 and may not reflect current holdings of HP’s stock. The address of Dodge & Cox is 555 California Street, 40^th40th Floor, San Francisco, CA 94104.
⁽²⁾
Based on the most recently available Schedule 13G/A filed with the SEC on January 25, 2018 by BlackRock, Inc. According to its Schedule 13G/A, BlackRock, Inc. reported having sole voting power over 92,235,538 shares, shared voting power over 0 shares, sole dispositive power over 109,695,755 shares and shared dispositive power over 0 shares. The Schedule 13G/A contained information as of December 31, 2017 and may not reflect current holdings of HP’s stock. The address of BlackRock, Inc. is 55 East 52^nd~~Street, New York, NY 10055.~~
⁽³⁾
Based on the most recently available Schedule 13G/A filed by the Vanguard Group on February ~~9, 2018.~~10, 2021. According to its Schedule 13G/A, the Vanguard Group reported having sole voting power over ~~2,359,901~~no shares, shared voting power over ~~369,236~~2,278,744 shares, sole dispositive power over ~~124,138,751~~112,849,039 shares, and shared dispositive power over ~~2,659,589~~6,175,762 shares. The Schedule 13G/A contained information as of December 31, ~~2017~~2020 and may not reflect current holdings of HP’s stock. The address for the Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.
⁽³⁾ Based on the most recently available Schedule 13G/A filed with the SEC on January 29, 2021 by BlackRock, Inc. According to its Schedule 13G/A, BlackRock, Inc. reported having sole voting power over 99,361,029 shares, shared voting power over no shares, sole dispositive power over 113,755,211 shares and shared dispositive power over no shares. The Schedule 13G/A contained information as of December 31, 2020 and may not reflect current holdings of HP’s stock. The address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.
⁽⁴⁾
Includes ~~184,510~~146,148 shares that Mr. ~~Weisler~~Bergh has the right to acquire by exercise of stock options.
⁽⁵⁾
Includes ~~405,836~~159,671 shares that ~~Mr. Coughlin~~Ms. Citrino has the right to acquire by exercise of stock options.
⁽⁶⁾
Includes ~~206,917 shares that Mr. Flaxman has the right to acquire by exercise of stock options.~~
⁽⁷⁾
~~Includes 306 shares held by Ms. Lesjak’s spouse and 588,909 shares that Ms. Lesjak has the right to acquire by exercise of stock options.~~
⁽⁸⁾
~~Includes 530,149~~156,976 shares that Mr. Lores has the right to acquire by exercise of stock options.
⁽⁹⁾⁽⁷⁾
Includes ~~2,401,394~~557,720 shares that current executive officers and ~~directors~~Directors have the right to acquire by exercise of stock options.

~~Section 16(a) Beneficial Ownership Reporting Compliance~~
Section 16(a) of the Exchange Act requires our directors, executive officers and holders of more than 10% of HP’s stock to file reports with the SEC regarding their ownership and changes in ownership of our securities. Based solely upon our examination of the copies of Forms 3, 4, and 5, and amendments thereto furnished to us and the written representations of our directors, executive officers and 10% stockholders, we believe that during fiscal 2017, our directors, executive officers and 10% stockholders complied with all Section 16(a) filing requirements, except as follows:
●
~~One Form 4 report has been inadvertently filed late for one of our executive officers, Enrique Lores, with respect to three transactions.~~
●
~~Two Form 4 reports have been inadvertently filed late for one of our executive officers, Dion J. Weisler, with respect to four transactions.~~
● ~~Two Form 4 reports have been inadvertently filed late for one of our executive officers, Catherine A. Lesjak, with respect to four transactions.~~
● ~~Two Form 4 reports have been inadvertently filed late for one of our executive officers, Tracy S. Keogh, with respect four transactions.~~
● ~~One Form 4 report has been inadvertently filed late for one of our Section 16 officers, Marie Myers, with respect to two transactions.~~
● ~~One Form 4 report has been inadvertently filed late for one of our executive officers, Ron V. Coughlin, with respect to two transactions.~~
● ~~One Form 4 report has been inadvertently filed late for one of our executive officers, Jon E. Flaxman, with respect to two transactions.~~

~~Proxy Statement~~
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STOCKHOLDER PROPOSAL:
~~Stockholder~~
~~Proposal~~
~~Requesting Stockholders’ Right to Act By Written Consent~~

Right to Act by Written Consent

The Board recommends a vote AGAINST this proposal

~~Stockholder Proposal – Right to Act by Written Consent~~
~~Resolved,~~ This stockholder proposal has been submitted by John Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach, CA 90278 (the beneficial owner of 200 shares of HP Common Stock). The proponent has requested we include the proposal and supporting statement in this proxy statement, and, if properly presented, the proposal will be voted on at the annual meeting.
This proposal and supporting statement are quoted verbatim below and HP is not responsible for any inaccuracies contained in them.
The HP Board recommends a vote AGAINSTthis proposal and its opposition statement can be found below the proposal.
Proposal 4 – Shareholder Right to Act by Written Consent
Shareholders request that our board of directors ~~undertake~~take such steps as may be necessary to permit written consent by the shareholders entitled to cast the minimum number of votes that would be necessary to authorize ~~the~~an action at a meeting at which all shareholders entitled to vote thereon were present and voting. This ~~written consent is to be consistent with applicable law and consistent with giving shareholders the fullest power to act by written consent consistent with applicable law. This~~ includes shareholder ability to initiate any appropriate topic for written ~~consent consistent with applicable law.~~consent.
~~Hundreds of major companies enable~~This proposal topic won 88%-support at an AT&T annual meeting. We gave 51% support to this proposal topic in 2018. Plus we gave 49% support to this proposal topic in 2020. The 2020 vote was in effect a 51% vote because management put its hand on the scale in regard to the 2020 proposal. Management spent shareholder ~~action by written consent. Taking action by written consent in lieu of a meeting is a means shareholders can use~~money to ~~raise important matters outside~~do extra advertisements against the ~~normal annual meeting cycle.~~
~~Dozens of Fortune 500 companies provide for both shareholder rights – to act by written consent and to call a special meeting. Our higher 25% threshold~~2020 proposal. Plus management also made it less difficult for shareholders to call a special shareholder meeting ~~is one more reason that we should have~~in an attempt to pacify shareholders. And this was before the shareholder right to ~~act~~call a special in-person shareholder meeting was eliminated by the 2020 pandemic.
The Bank of New York Mellon Corporation (BK) said it adopted written ~~consent.~~
consent in 2019 after 45%-support for a written consent shareholder proposal. This was clearly less than our 51% vote. And this BK action was a year before the pandemic made in-person shareholder meetings a dinosaur - perhaps forever. It is ~~especially important~~so much easier for management to ~~gain a~~conduct an online shareholder ~~right, such as written consent,~~meeting that management is now spoiled and will never want to ~~make up for our management abruptly taking away an important shareholder right – the right~~return to an in-person shareholder meeting.
Shareholders need to be able to accomplish more outside of a shareholder meeting due to the onslaught of tightly controlled online shareholder meetings.
With the near universal use of online annual shareholder meetings, which can last only 10-minutes, shareholders are severely restricted in making their views known because all challenging questions and comments can be screened out.
For instance Goodyear management hit the mute button right in the middle of a formal shareholder proposal presentation at its 2020 shareholder meeting. ~~For decades~~Goodyear management simply did not want shareholders ~~had a once-a-year opportunity~~ to ~~ask our $10 million CEO and directors questions in person. Now our directors can now casually flip their phones~~hear constructive criticism.
Plus AT&T management would not allow any sponsors of shareholder proposals to ~~mute~~speak at the 2020 AT&T online annual meeting during the ~~annual shareholder meeting. Our management did not even give us the opportunity to vote on whether we wanted to give up this important right.~~pandemic.
~~Our management is now free to run~~Please see:
AT&T investors denied a make-believe meeting with Investor Relations devising softball questions in advance while tossing out serious questions. Then our $10 million CEO can simply read the scripted IR answers to a microphone – no opportunity for audience feedback.
~~The lack of an in-person~~dial-in as annual meeting ~~means that~~goes online https://whbl.com/2020/04/17/att-investors-denied-a-dial-in-as-annual-meeting-goes-online/1007928/
Online meetings also give management a board meeting can be scheduled months after the virtual meeting – by which time any serious issues raised by shareholders under these onerous conditions will be long forgotten by the directors. Plus a virtual meeting guaranteesblank check to make false statements. For instance management at scores of 2020 online annual meetings falsely stated that there ~~will be~~were no ~~media coverage for the benefit of shareholders.~~
~~A virtual meeting is a complacency plan for our directors and top management. Top management has no incentive~~more shareholder questions. Online shareholders were powerless to ~~avoid making mistakes for 365-days of the year~~point out ~~of concern~~ that ~~there will be an in-person accounting at the annual meeting in front of shareholders and media. Shareholders can vote against the $10 million paycheck of a CEO who refuses to answer shareholder~~their questions ~~in-person.~~
~~Please vote to give us a shareholder right to help make up for our top management stripping away one of our important rights:~~were not answered.
Proxy Statement ~~in Opposition~~
The Board recommends a vote AGAINST this proposal because it believes that matters that are sufficiently important to require stockholder approval should be communicated in advance so that they can be considered and voted upon by all stockholders at a meeting. In the Board’s view, action that stockholders may vote upon at an annual or special meeting supports stockholders’ interests more than action by written consent. Stockholders may propose any proper matter for a vote at our annual meeting, and, in addition, stockholders holding 25% or more of HP’s outstanding common stock may call a special meeting of stockholders. This right provides stockholders with a meaningful ability to propose actions for stockholder consideration between annual meetings. Annual or special stockholders meetings offer important protections and advantage that are absent from the written consent process that include:
● ~~all stockholders have the opportunity to openly express views on proposed actions and to participate in the meeting and the stockholder vote;~~
● ~~the meeting and the stockholder vote occur in a transparent manner, at a date and time publicly announced in advance of the meeting;~~
● ~~accurate and complete information about the proposed stockholder action is widely distributed in the proxy statement before the meeting, which promotes a well-~~

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Stockholder Proposal
Please see:
Schwartz-Ziv, Miriam, How Shifting from In-Person to Virtual Shareholder Meetings Affects Shareholders' ’Voice (August 16, 2020).
Available at SSRN: https://ssrn.com/abstract=3674998 or http://dx.doi.org/10.2139/ssrn.3674998
Now more than ever shareholders need to have the option to take action outside of a shareholder meeting since tightly controlled online shareholder meetings are a shareholder engagement wasteland.
Please vote yes:
Shareholder Right to Act by Written Consent - Proposal 4
Statement in Opposition
The Board has carefully reviewed this proposal and unanimously recommends a vote AGAINSTit for the following key reasons:
— ~~Stockholder Proposals~~a nearly identical proposal was considered and rejected by stockholders at our 2020 Annual Meeting;

—
~~informed discussion on~~ the ~~merits~~existing right of ~~the proposed action; and~~
HP stockholders to call a special meeting of stockholders at a 15% threshold;
●— ~~the Board is able to analyze~~HP’s strong stockholder engagement practices year-round, including recently and ~~provide a recommendation~~specifically with respect to ~~actions proposed~~a proposal to ~~be taken at~~permit stockholders to act by written consent without a meeting of stockholders; and
— the Board’s belief that the proposal would circumvent the protections, procedural safeguards and advantages provided to all stockholders by stockholder ~~meeting.~~meetings.
~~By contrast,~~HP continually evaluates stockholder feedback and developments in corporate governance and implements appropriate changes to its corporate governance policies and practices that it believes are in the ~~written consent process is less transparent~~best interests of HP and less democratic. Adoption of the proposal would make it possible for the holders of a bare majority of HP’s outstanding common stock to take significant corporate action without any prior notice to the Company, the Board or otherits stockholders.
Our stockholders ~~and without giving all stockholders~~were given an opportunity to consider ~~discuss~~a nearly identical proposal at our 2020 Annual Meeting. At that meeting, an advisory proposal to provide stockholders with the ability to act by written consent without a meeting of stockholders failed to receive support from a majority of the shares present and entitled to vote on the proposal. Specifically, of the share present and entitled to vote, 49.7% supported the proposal, while 50.3% voted against the proposal or abstained from voting (which has the same effect as a vote against). As a percentage of outstanding shares, 37.5% supported the proposal.
Following the receipt of this proposal, the Board revisited its review and analysis from last year. Specifically, the Board considered whether there have been any material changes to the factors that the Board considered last year with respect to the potential adoption of a written consent right. After thorough consideration, the Board determined that adopting a written consent right is not in the best interests of HP or our stockholders at this time for the following reasons:
— a nearly identical written consent stockholder proposal having failed at our 2020 Annual Meeting;
— HP’s most recent stockholder engagement conducted in January 2021, which included stockholders representing approximately 30% of our outstanding stock as of December 31, 2020, confirmed once again that many of our stockholders continue to be satisfied with our current corporate governance profile, robust record of engagement with and responsiveness to stockholders, and commitment to transparency;
— other governance rights we already provide our stockholders, including a meaningful proxy access right;
— the fact that the written consent process is less transparent and less democratic than action at a stockholder meeting, because stockholder action by written consent may not result in all stockholders receiving advance notice of a proposed action prior to its approval by written consent and does not permit a variety of views on a proposal to be exchanged;
— the fact that action by written consent can create substantial confusion and disruption, as different stockholder groups may solicit multiple written consents simultaneously, some of which may be duplicative or contradictory; and
— our current stockholder base and the relatively consistent presence of at least one stockholder that has owned or controlled the vote of more than 10% of our outstanding shares over the past few years, which makes the 15% threshold to call a special meeting realistic to achieve.
The Board also took note of the closeness of the vote on a written consent proposal at the 2018 Annual Meeting, where, of the shares present and entitled to vote, 50.4% (or 37.5% of our outstanding shares) supported the proposal. In response to the vote at the 2018 Annual Meeting, the Board conducted further engagement with our stockholders to better understand the vote results and incorporate stockholder ~~actions~~feedback into the Board’s ultimate response to that ~~may have important ramifications for both HP~~vote. Based on the feedback received from stockholders during such engagement, the Board determined it would be consistent with the wishes of the broadest group of our stockholders and ~~its stockholders. This approach would effectively disenfranchise any stockholders who do not have, or are not given,~~responsive to the ~~opportunity to participate in~~vote on the written consent ~~process. Moreover, our stockholders have previously rejected a similar~~ proposal at the ~~2015 annual meeting~~2018 Annual Meeting to further facilitate the ability of stockholders to act in between annual meetings. Specifically, in lieu of ~~what was then known~~adopting a written
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Stockholder Proposal
consent right, effective as ~~Hewlett-Packard Company.~~
~~The Board also believes that HP’s strong corporate governance processes and extensive stockholder engagement program make adoption~~ of ~~this proposal unnecessary. HP and~~February 7, 2019, the Board ~~regularly engage with and solicit~~amended our Bylaws to lower the ~~feedback of stockholders. In addition to HP’s stockholder engagement program and the right of stockholders holding 25% or more of HP’s outstanding common stock~~threshold share ownership required to call a special meeting ~~HP has strong corporate governance practices and provides significant~~from 25% to 15% of our outstanding shares. We believe that stockholder ~~rights that enhance~~support of the Board’s response to the vote on the written consent proposal at the 2018 Annual Meeting is evidenced by our stockholders rejecting a nearly identical proposal at the 2020 Annual Meeting.
For all of the above reasons, the Board ~~accountability, including:~~
●
~~an independent Chairman;~~
● ~~majority voting in uncontested director elections;~~
● ~~no stockholder rights plan;~~
● ~~no supermajority voting provisions;~~
● ~~annual election of all directors with a resignation policy;~~
● ~~a proxy access right; and~~
● ~~an extensive stockholder engagement program that includes the ability of stockholders to communicate directly to the full Board or to individual directors.~~

~~Board Recommendation~~
~~The Board believes that adoption of this proposal is unnecessary because of HP’s commitment~~continues to ~~good corporate governance, strong stockholder engagement program and the right available to stockholders to call a special meeting of stockholders. The Board further believes~~believe that the risk of abuse associated with ~~the right to act~~stockholder action by written consent, including bypassing procedural protections that offer transparency and advance notice, both of which are afforded with a stockholder meeting, as well as HP’s commitment to good corporate governance, HP’s strong stockholder engagement program and HP stockholders’ existing right to call a special meeting with a 15% threshold, make this proposal not in the best interest of all of our stockholders.
Board Recommendation
The Board believes that adoption of this proposal is unnecessary and not in HP’s or our stockholders’ best interests for the reasons described above. Accordingly, the Board recommends that you vote AGAINST this proposal.
~~Vote Required~~
Vote Required
Approval of this stockholder proposal requires 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~~vote on the proposal at the annual meeting.
Proxy Statement
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Table of Contents
Questions and Answers
Proxy Materials
~~Questions and Answers~~1. Why am I receiving these materials?
~~Proxy Materials~~
~~1. Why am I receiving these materials?~~
We have made these materials available to you or delivered paper copies to you by mail in connection with our annual meeting of stockholders, which will take place online on Tuesday, April ~~24, 2018.~~13, 2021. As a stockholder, you are invited to participate in the annual meeting via live audio webcast and vote on the business items described in this proxy statement. 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 2020 and other required information. See Questions 1716 and 1817 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?~~
2. What is included in the proxy materials?
The proxy materials include:
●—
our proxy statement for the ~~2018~~2021 annual meeting of stockholders; and
●— our ~~2017~~2020 Annual Report, which includes our Annual Report on Form ~~10-K/A~~10-K for the fiscal year ended October 31, ~~2017.~~2020.
If you received a paper copy of these materials by mail, the proxy materials also include a proxy card or a voting instruction card for the annual meeting. If you received a notice of the Internet availability of the proxy materials instead of a paper copy of the proxy materials, see Questions 1716 and 1817 below for information regarding how you can vote your shares.
~~3. What information is contained in this proxy statement?~~
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 2017 and other required information.
~~4. Why did I receive a notice in the mail regarding the Internet availability of the proxy materials instead of a paper copy of the full set of proxy materials?~~
3. Why did I receive a notice in the mail regarding the Internet availability of the proxy materials instead of a paper copy of the full set of proxy materials?
This year, we are ~~again~~ using the SEC rule that allows companies to furnish their proxy materials over the Internet. As a result, we are mailing to many of our stockholders a notice of the Internet availability of the proxy materials instead of a paper copy of the proxy materials. All stockholders receiving the notice will have the ability to access the proxy materials over the Internet and request to receive a paper copy of the proxy materials by ~~mail.~~mail, should they so desire. Instructions on how to access the proxy materials over the Internet or to request ~~apaper~~a paper copy may be found in the notice of the Internet availability of the proxy materials. In addition, the notice contains instructions on how you may request access to proxy materials in printed form by mail or electronically on an ongoing basis.
~~5. Why didn’t I receive a notice in the mail about the Internet availability of the proxy materials?~~
4. Why didn’t I receive a notice in the mail about the Internet availability of the proxy materials?
We are providing some of our stockholders, including stockholders who have previously requested to receive paper copies of the proxy materials and some of our stockholders who are living outside of the United States, with paper copies of the proxy materials instead of a notice of the Internet availability of the proxy materials.
In addition, we are providing proxy materials or notice of the Internet availability of the proxy materials by e-mail to those stockholders who have previously elected delivery of the proxy materials or notice electronically. Those stockholders should receive an e-mail containing a link to the website where those materials are available and a link to the proxy voting website.
~~6. How can I access the proxy materials over the Internet?~~
5. How can I access the proxy materials over the Internet?
Your notice of the Internet availability of the proxy materials, proxy card, or voting instruction card will contain instructions on how to:
●—
view our proxy materials for the annual meeting on the Internet; and
●—
instruct us to send our future proxy materials to you electronically by e-mail.
●
~~Our proxy materials are available atwww.proxyvote.com/HP. Please have your 16-digit control number available to access them.~~
Our proxy materials are available at www.proxyvote.com/HP. Please have your 16-digit control number available to access them.
Our proxy materials are also publicly available on our dedicated annual meeting website atwww.hpannualmeeting.com.
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Other Matters
Your notice of the Internet availability of the proxy materials, proxy card, or voting instruction card will contain instructions on how you may request access to proxy materials electronically on an ongoing basis. Choosing to access your future proxy materials electronically will help us conserve natural resources and reduce the costs of distributing our proxy materials. If you choose to access future proxy materials electronically, you will receive an e-mail with instructions containing a link to the website where those materials are available and a link to the proxy voting website. Your election to access proxy materials by e-mail will remain in effect until you terminate it.

606. How may I obtain a paper copy of the proxy materials?
~~www.hpannualmeeting.com~~

~~Table of Contents~~
~~Other Matters~~
~~7. How may I obtain a paper copy of the proxy materials?~~
Stockholders receiving a notice of the Internet availability of the proxy materials will find instructions about how to obtain a paper copy of the proxy materials on their notice. Stockholders receiving notice of the Internet availability of the proxy materials by e-mail will find instructions about how to obtain a paper copy of the proxy materials as part of that e-mail. All stockholders who do not receive a notice or an e-mail will receive a paper copy of the proxy materials by mail.
8. I share an address with another stockholder, and we received only one paper copy of the proxy materials or notice of the Internet availability of the proxy materials. How may I obtain an additional copy?
7. I share an address with another stockholder, and we received only one paper copy of the proxy materials or notice of the Internet availability of the proxy materials. How may I obtain an additional copy?
If you share an address with another stockholder, you may receive only one paper copy of the proxy materials or notice of the Internet availability of the proxy materials, as applicable, unless you have provided contrary instructions. If you are a beneficial owner and wish to receive a separate set of proxy materials or notice of the Internet availability of the proxy materials now, please request the additional copy by contacting your individual broker. If you wish to receive a separate set of the proxy materials or notice of the Internet availability of the proxy materials now, please request the additional copy by contacting Broadridge Financial Solutions, Inc. (“Broadridge”) at:
By Internet: www.proxyvote.com/HP
By telephone: 1-800-579-1639
By e-mail: sendmaterial@proxyvote.com
If you request a separate set of the proxy materials or notice of Internet availability of the proxy materials by e-mail, please be sure to include your control number in the subject line. A separate set of proxy materials or notice of the Internet availability of the proxy materials, as applicable, will be sent promptly following receipt of your request. If you are a beneficial owner and wish to receive a separate set of proxy materials or notice of the Internet availability of the proxy materials now, please request the additional copy by contacting your individual broker.
If you are a stockholder of record and wish to receive a separate set of proxy materials or notice of the Internet availability of the proxy materials, as applicable, in the future, please contact our transfer agent. See Question 2221 below.
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 or notice of the Internet availability of the proxy materials, as applicable, in the future, please call Broadridge at:
1-866-540-7095
All stockholders also may write to HP at the address below to request a separate set of proxy materials or notice of the Internet availability of the proxy materials, as ~~applicable:~~applicable, and materials will be delivered promptly upon receiving your request:
~~NASDAQ~~INTRADO
~~Print and Distribution Services~~Attn: Client Support (HPQ Materials Request)
~~325 Donald Lynch Blvd, Suite 120~~11 Farnsworth Street, 4^thFloor
~~Marlborough,~~Boston, MA ~~01752-4724~~02210
9. I share an address with another stockholder, and we received more than one paper copy of the proxy materials or notice of the Internet availability of the proxy materials. How do we obtain a single copy in the future?
8. I share an address with another stockholder, and we received more than one paper copy of the proxy materials or notice of the Internet availability of the proxy materials. How do we obtain a single copy in the future?
Stockholders of record sharing an address who are receiving multiple copies of the proxy materials or notice of the Internet availability of the proxy materials, as applicable, and who wish to receive a single copy of such materials in the future may contact our transfer agent. See Question 2221 below.
Beneficial owners of shares held through a broker, trustee, or other nominee sharing an address who are receiving multiple copies of the proxy materials or notice of the Internet availability of the proxy materials, as applicable, and who wish to receive a single copy of such materials in the future may contact Broadridge at:
1-866-540-7095
Proxy Statement 77

~~10. What should I do if I receive more than one notice or e-mail about the Internet availability~~Table of ~~the proxy materials or more than one paper copy of the proxy materials?~~Contents

Other Matters

9.	What should I do if I receive more than one notice or e-mail about the Internet availability of the proxy materials or more than one paper copy of the proxy materials?

You may receive more than one notice, more than one e-mail, or more than one paper copy of the proxy materials, including multiple paper copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you may receive a separate notice, a separate e-mail, or a separate voting instruction card 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 notice, more than one e-mail or more than one proxy card. To vote all of your shares by proxy, you must either vote by Internet or by telephone, or complete, sign, date, and return each proxy card and voting instruction card that you receive ~~and~~and/or vote over the Internet the shares represented by each notice and e-mail that you receive (unless you have requested and received a proxy card or voting instruction card for the shares represented by one or more of those notices or e-mails).

~~11. How may I obtain a copy of HP’s 2017 Form 10-K/A and other financial information?~~

10.

How may I obtain a copy of HP’s 2020 Form 10-K and other financial information?

Stockholders may request a free copy of our combined ~~2017~~2020 Annual Report and ~~2017~~2021 Proxy Statement, which includes our ~~2017~~2020 Form ~~10-K/A~~10-K and the financial statements and the financial statement schedules for the last completed fiscal year,, from:

~~NASDAQ~~INTRADO
~~Print and Distribution Services~~Attn: Client Support (HPQ Materials Request)
~~325 Donald Lynch Blvd, Suite 120~~11 Farnsworth Street, 4th Floor
~~Marlborough,~~Boston, MA ~~01752-4724~~02210
~~http:~~https://~~h30261.www3.hp.com/contact-us/information-request.aspx~~investor.hp.com/resources/information-request/default.aspx

Alternatively, stockholders can access the ~~2017~~2020 Annual Report on HP’s Annual Meeting site:

~~www.hpannualmeeting.com.~~www.hpannualmeeting.com

All of HP’s filings, including the ~~2017~~2020 Form ~~10-K/A~~10-K are also available on HP’s Investor Relations site:

~~www.hp.com/investor/home~~https://investor.hp.com

We also will furnish any exhibit to the ~~2017~~2020 Form ~~10-K/A~~10-K if specifically requested.

~~Proxy Statement~~

~~Table of Contents~~Voting Information

~~Other Matters~~11.
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?

~~Voting Information~~

~~12. What proposals will be voted 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 ~~Broker~~ Non-Votes
Election of Directors	FOREACH NOMINEE	Majority 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”~~ “AGAINST”		No Broker ~~Non-Votes~~Non- ~~(Routine~~ Votes (Routine Matter)
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”~~	“AGAINST”	None
Stockholder ~~Proposal 1: Requesting Stockholders’~~ Proposal: Right to Act by Written Consent	~~AGAINST~~	AGAINST	Majority of the shares present, in person or represented by proxy, and entitled to vote⁽¹⁾	on the proposal	Same as ~~“AGAINST”~~	“AGAINST”	None

⁽¹⁾	Under the NYSE rules, the applicable voting standard is the majority of votes “cast.” However, because abstentions are treated as votes cast “against” the proposal, the result is the same as what is disclosed under our Bylaws in the chart above.

We also will consider any other business that properly comes before the annual meeting. See Question 2928 below.

~~13.~~
12. What are broker non-votes?

A broker ~~non-votes?~~

~~If you are the beneficial owner of shares held in the name of~~non-vote occurs with respect to a proposal when a broker, trustee, or other nominee ~~and do not provide that broker, trustee,~~has discretionary authority to vote on one or ~~other nominee with voting instructions, your shares may constitute “broker non-votes.” Generally, broker non-votes occur~~more proposals to be voted on at a ~~matter when a broker~~meeting of stockholders but is not permitted to vote on ~~that matter~~other proposals without instructions from the beneficial owner and ~~instructions are not given.~~the beneficial owner fails to provide the nominee with such instructions. Under the rules of the ~~New York Stock Exchange,~~NYSE, brokers, trustees, or other nominees may generally vote on routine matters but cannot vote on non-routine matters. Only Proposal No. 2 (ratifying the appointment of the independent registered public accounting firm) is considered a routine matter. The other proposals are not considered routine matters, and without your instructions, your broker cannot vote your shares. In tabulating the voting results for any particular proposal, shares that constitute broker non-votes are not considered entitled to vote on that proposal.

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Other Matters

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 ~~or voting instruction card~~ and sign the 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), ~~AGAINST the stockholder proposal requesting the stockholders’ right to act by written consent,~~ and AGAINST the stockholder proposal ~~requesting a gender pay equity report.~~regarding written consent).

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 April ~~19, 2018,~~8, 2021, your shares will be voted in proportion to the way the shares held ~~bythe~~by the other HP 401(k) Plan participants are voted, except as may be otherwise required by law.

~~14. Is cumulative voting permitted for the election of directors?~~

13.

Is cumulative voting permitted for the election of Directors?

No, you may not cumulate your votes in the election of ~~directors.~~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.

~~15. What is the difference between holding shares as a stockholder of record and as a beneficial owner?~~

14.

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 Record—If 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 Owner—If 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 during the annual meeting (other than shares held in the ~~HP’s~~HP 401(k) Plan, ~~(the “HP 401(k) Plan”),~~ which must be voted prior to the annual meeting).

6215.

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

~~www.hpannualmeeting.com~~

~~Table of Contents~~

	~~Other Matters~~

~~16. 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 February ~~23, 2018,~~16, 2021, 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 ~~1,637,466,095~~1,246,598,418 shares of common stock issued and outstanding.

~~17. How can I vote my shares during the annual meeting?~~

16.

How can I vote my shares during the annual meeting?

This year’s annual meeting will be held entirely online to allow greater participation. Stockholders may participate in the annual meeting by visiting either of the following websites:

www.hpannualmeeting.comor
~~www.hp.onlineshareholdermeeting.com~~www.virtualshareholdermeeting.com/HPQ2021

To participate in the annual meeting, you will need the 16-digit control number included on your notice of Internet availability of the proxy materials, on your proxy card or on the instructions that accompanied your proxy materials. If you have any questions about your control number, please contact the bank, broker or other nominee that holds your shares.

Shares held in your name as the stockholder of record may be voted electronically during the annual meeting. Shares for which you are the beneficial owner but not the stockholder of record may also ~~may~~ be voted electronically during the annual meeting, except that shares held in the HP 401(k) Plan cannot be voted electronically 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 April ~~19, 2018~~8, 2021 for the trustee to vote your shares. However, holders of shares in the HP 401(k) Plan will still be able to view the annual meeting webcast and ask questions during the annual meeting.

Even if you plan to participate in the annual meeting online, we recommend that you also vote by proxy as described below so that your vote will be counted if you later decide not to participate in the annual meeting.

~~18. How can I vote my shares without participating in the annual meeting?~~

17.

How can I vote my shares without participating in the annual meeting?

Whether you hold shares directly as the stockholder of record or through a broker, trustee, or other nominee as the beneficial owner, you may direct how your shares are voted without participating in the annual meeting. There are three ways to vote by proxy:

●—

VIA THE INTERNET:Stockholders who have received a notice of the Internet availability of the proxy materials by mail may submit proxies over the Internet by following the instructions on the notice. Stockholders who have received notice of the Internet availability of the proxy materials by e-mail may submit proxies over the Internet by following the instructions included in the e-mail. Stockholders who have received a paper copy of a proxy card or voting instruction card by mail may submit proxies over the Internet by following the instructions on the proxy card or voting instruction card.

●Proxy Statement

Table of Contents

Other Matters

—

VIA TELEPHONE:Stockholders of record who live in the United States or Canada may submit proxies by telephone by calling 1-800-690-6903 and following the instructions. Stockholders of record who have received a notice of the Internet availability of the proxy materials by mail must have the control number that appears on their notice available when voting. Stockholders of record who received notice of the Internet availability of the proxy materials by e-mail must have the control number included in the e-mail available when voting. Stockholders of record who have received a proxy card by mail must have the control number that appears on their proxy card available when voting. Most stockholders who are beneficial owners of their shares living in the United States or Canada and who have received a voting instruction card by mail may vote by phone by calling the number specified on the voting instruction card provided by their broker, trustee, or nominee. Those stockholders should check the voting instruction card for telephone voting availability.

●—

VIA MAIL:Stockholders who have received a paper copy of a proxy card or voting instruction card by mail may submit proxies by completing, signing and dating their proxy card or voting instruction card and mailing it in the accompanying pre-addressed envelope.

~~19. What is the deadline for voting my shares?~~

18.

What is the deadline for voting my shares?

If you hold shares as the stockholder of record, ~~or through HP’s 2011 Employee Stock Purchase Plan (the “ESPP”),~~ 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 April ~~19, 2018~~8, 2021 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.

~~20. May I change my vote or revoke my proxy?~~

19.

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 April ~~19, 2018~~8, 2021 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 3332 prior to your shares being voted; or (3) participating in the ~~annual~~ meeting and voting your shares electronically during the annual meeting. Participation in the annual meeting will not cause your previously granted proxy to be revoked unless you specifically make that request. 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 participating in the meeting and electronically voting your shares during the meeting (except that shares held in the HP 401(k) Plan cannot be voted electronically at the annual meeting).

~~Proxy Statement~~

20.

Is my vote confidential?

~~Table of Contents~~

~~Other Matters~~

~~21. 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.

~~22. What if I have questions for our transfer agent?~~

21.

What if I have questions for our transfer agent?

Please contact our transfer agent, at the phone number or address listed below, with questions concerning stock certificates, dividend checks, transfer of ownership, or other matters pertaining to your stock account.

EQShareowner Services
1110 Centre Pointe Curve, Suite 101
Mendota Heights, MN 55120-4100
1-800-286-5977 (U.S. and Canada)
1-651-450-4064 (International)

A dividend reinvestment and stock purchase program is also available through our transfer agent. For information about this program, please contact ~~ourEQShareowner~~our EQ Shareowner Services transfer agent as follows:

EQShareowner Services
1110 Centre Pointe Curve, Suite 101
Mendota Heights, MN 55120-4100
1-800-286-5977 (U.S. and Canada)
1-651-450-4064 (International)

www.hpannualmeeting.com

Table of Contents

~~23. How can I attend the annual meeting?~~Other Matters

22.

How can I attend the annual meeting?

This year’s annual meeting will be a completely virtual meeting of stockholders, which will be conducted through an audio webcast. You are entitled to participate in the annual meeting only if you were an HP stockholder or joint holder as of the close of business on February ~~23, 2018~~16, 2021 or if you hold a valid proxy for the annual meeting.

You will be able to attend the annual meeting of stockholders online and submit your questions before and during the meeting by visitingwww.hpannualmeeting.comor~~www.hp.onlineshareholdermeeting.com~~www.virtualshareholdermeeting.com/HPQ2021. You also will be able to vote your shares electronically at the annual meeting (other than shares held through the HP 401(k) Plan, which must be voted prior to the meeting).

The meeting webcast will begin promptly at 2:00 p.m., Pacific Time. We encourage you to access the meeting prior to the start time. Online access to the meeting will open at 1:30 p.m., Pacific Time, and you should allow ample time to log in to the meeting webcast and test your computer audio system.

~~24. What is~~Information as to how to obtain the ~~pre-meeting forum~~list of stockholders entitled to vote at the annual meeting will be available during the ten days preceding the annual meeting at www.hpannualmeeting.com, and ~~how can I access it?~~the list will also be available on www.hpannualmeeting.com during the entirety of the annual meeting.

23.

What is the pre-meeting forum and how can I access it?

The online format for the annual meeting allows us to communicate more effectively with you. Our pre-meeting forum, where you can submit questions in advance of the annual meeting, can be entered by visiting our dedicated annual meeting websitewww.hpannualmeeting.comor by visitingwww.proxyvote.com/HP. We respond to all stockholder submissions received through the forum in writing on our investor relations website. The annual meeting website also contains the contents of this proxy statement in a user-friendly format and has complete PDF copies of our proxy statement and annual report available for download.

~~25.~~
24.
Why a virtual meeting?

We are excited to embrace the latest technology to provide expanded access, improved communication, and cost savings for our stockholders and the Company. Hosting a virtual meeting enables increased stockholder attendance and participation since stockholders can participate from any location around the world.

You will be able to attend the annual meeting of stockholders online and submit your questions during the meeting by visitingwww.hpannualmeeting.comor~~www.hp.onlineshareholdermeeting. com~~www.virtualshareholdermeeting.com/HPQ2021. You also will be able to vote your shares electronically at the annual meeting (other than shares held through the HP 401(k) Plan, which must be voted prior to the meeting).

~~26.~~
25.
What if during the check-in time or during the meeting I have technical difficulties or trouble accessing the virtual meeting website?

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call:

1-855-449-0991 (Toll-free)
1-720-378-5962 (Toll line)

~~27.~~
26.
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 described previously in Question 1312 above are counted for the purpose of determining the presence of a quorum.

~~28.~~
27.
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.

~~29.~~
28.
What happens if additional matters are presented at the annual meeting?

Other than the four 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, the persons named as proxy holders, ~~Dion J. Weisler, Catherine A. Lesjak,~~Enrique Lores and ~~Kim M. Rivera,~~Harvey Anderson, 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 and Harvey Anderson, will vote for a substitute nominee or nominees designated by the Board, unless the Board decides to decrease the size of the Board. If ~~for~~ any ~~reason any~~substitute nominees are so designated, we will file an amended proxy statement or additional

64Proxy Statement

~~www.hpannualmeeting.com~~

Table of Contents
~~Other Matters~~
ofOther Matters
soliciting material that, as applicable, identifies the substitute nominees, discloses that such nominees have consented to being named in ~~this~~the amended proxy statement ~~is not available~~or additional soliciting material and to serve as ~~a candidate for director, the persons named as proxy holders will vote your proxy for~~directors if elected, and includes certain biographical and other information about such ~~other candidate or candidates as may be nominated~~nominees required by the ~~Board or the Board may choose to reduce the size of the Board or keep a vacancy on the Board.~~applicable SEC rules.
~~30.~~
29.
Who will serve as inspector of elections?
The inspector of elections will be a representative from an independent firm, Broadridge.
~~31.~~
30.
Where can I find the voting results of the annual meeting?
We intend to announce preliminary voting results at the annual meeting and publish final results in a Current Report on Form 8-K to be filed with the SEC within four business days of the annual meeting.
~~32. Who will bear the cost of soliciting votes for the annual meeting?~~
31.
Who will bear the cost for the solicitation of proxies by HP?
HP is making this solicitation and will pay the entire cost of preparing, assembling, printing, mailing, and distributing the notices and these proxy materials and soliciting votes. In addition to the mailing of the notices and 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,~~Directors, officers, and employees, who will not receive any additional compensation for such solicitation activities.
We ~~also~~ have hired Innisfree M&A Incorporated (“Innisfree”) to assist us in the solicitation of votes described above. We will pay Innisfree a base fee of $20,000 plus customary costs and expenses for these services. We have agreed to indemnify Innisfree against certain liabilities arising out of or in connection with these services. We also will reimburse brokerage houses and other custodians, nominees and fiduciaries for forwarding proxy and solicitation materials to stockholders.
~~33. What is the deadline to propose actions (other than director~~
32.
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 October ~~29, 2018.~~25, 2021. 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:~~
to our Corporate Secretary
at HP Inc.
, 1501 Page Mill Road,
Palo Alto, California ~~94304~~
~~Fax: 650-275-9138~~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 December ~~25, 2018;~~14, 2021; and
●—
not later than the close of business on January ~~24, 2019.~~
13, 2022.
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~~Director candidates are discussed in Question 3534 below.
~~34. How may I recommend individuals to serve as directors and what is the deadline for a director~~
33.
How may I recommend individuals to serve as Directors and what is the deadline for a Director recommendation?
You may recommend ~~director~~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 3332 above. See ~~“Proposal No. 1—Election of Directors—Director Nominees~~“—Identifying and ~~Director Nominees’ Experience and Qualifications”~~Evaluating Candidates for Directors” above for more information regarding our Board membership criteria.
A stockholder may send a recommended ~~director~~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.
82 www.hpannualmeeting.com

Table of Contents
~~35. How may I nominate individuals to serve as directors and what are the deadlines for a director nomination?~~Other Matters
34.
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~~Directors for consideration at an annual meeting. To nominate a ~~director~~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~~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 December ~~25, 2018~~14, 2021 and the close of business on January ~~24, 2019,~~13, 2022, 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 3332 above.
In addition, our Bylaws provide that under certain circumstances, a stockholder or group of stockholders may include ~~director~~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~~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 then serving~~Directors in office as of the last day on ~~the Board.~~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%. ~~Based on the current Board size of 10 directors, the maximum number of proxy access~~
~~Proxy Statement~~
65

~~Table of Contents~~
~~Other Matters~~
~~candidates that we would be required to include in our proxy materials for an annual meeting is two.~~ 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 November ~~25, 2018;~~14, 2021; and
●—
not later than the close of business on December ~~25, 2018.~~14, 2021.

35.
How may I obtain a copy of the provisions of our Bylaws regarding stockholder proposals and Director nominations?
~~36. 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~~Director candidates. Our Bylaws are also ~~are~~ available on our investor relations website at~~www.hp.com/investor/home~~https://investor.hp.com.
~~37.~~
36.
Who can help answer my questions?
If you have any questions about the annual meeting or how to vote or revoke your proxy, you should contact our proxy solicitor:
~~Innisfree M&A Incorporated~~
~~501 Madison Avenue, 20~~^th~~Floor~~
~~New York, New York 10022~~
~~Stockholders: (877) 750-5838 (U.S. and Canada)~~
~~(412) 232-3651 (International)~~
~~Banks and brokers (call collect):~~
~~(212) 750-5833~~
66Innisfree M&A Incorporated
Stockholders: (877) 750-5838 (Toll-free from the U.S. and Canada)
(412) 232-3651 (International)
Banks and brokers (call collect):
(212) 750-5833

Proxy Statement 83
~~www.hpannualmeeting.com~~

Table of Contents

HP INC.
1501 PAGE MILL ROAD
PALO ALTO, CA 94304
VOTE BY INTERNET
Before The Meeting- Go towww.proxyvote.com/HP
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
During The Meeting- Go to~~HP.onlineshareholdermeeting.com~~www.virtualshareholdermeeting.com/HPQ2021
You may attend the Meeting via the Internet and vote during the Meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
~~E37477-P03326-Z71861~~D33387-P49289-Z79077 KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
HP INC.
      ~~Management~~Company Proposals

The Board of Directors recommends you vote FOR each of the nominees listed in Proposal 1 below:

1.      To elect each of the 1011 director nominees named in the proxy statement
      For       Against       Abstain
Nominees:

1a.      Aida M. Alvarez ☐ ☐ ☐

1b. Shumeet Banerji ☐ ☐ ☐

1c. Robert R. Bennett ☐ ☐ ☐

1d. Charles V. Bergh ☐ ☐ ☐

1e. Stacy Brown-Philpot ☐ ☐ ☐

1f. Stephanie A. Burns ☐ ☐ ☐

1g. Mary Anne Citrino ☐ ☐ ☐

1h. ~~Stacey Mobley~~Richard Clemmer ☐ ☐ ☐

1i. ~~Subra Suresh~~Enrique Lores ☐ ☐ ☐

1j. ~~Dion J. Weisler~~Judith Miscik ☐ ☐ ☐
1k. Subra Suresh ☐ ☐ ☐

The Board of Directors recommends you vote FOR each of the following proposals:       For       Against       Abstain

2.       To ratify the appointment of ~~the~~Ernst & Young LLP as HP Inc.'s independent registered public accounting firm for the fiscal year ending October 31, ~~2018~~2021 ☐ ☐ ☐

3. To approve, on an advisory basis, ~~the company’s~~HP Inc.'s executive compensation ☐ ☐ ☐

Stockholder Proposal

The Board of Directors recommends you vote AGAINST the following proposal: ~~For~~ ~~Against~~ ~~Abstain~~

4. Stockholder proposal requesting stockholders’ right to act by written consent, if properly presented at the annual meeting ☐ ☐ ☐

NOTE:Such other business as may properly come before the meeting or any adjournment or postponement thereof.

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.


Signature [PLEASE SIGN WITHIN BOX]           Date Signature (Joint Owners)           Date

Table of Contents

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The ~~2018~~2021 Notice and Proxy Statement and ~~2017~~2020 Annual Report ~~With~~on Form ~~10-K/A~~10-K
are available at www.proxyvote.com/HP

~~E37478-P03326-Z71861~~D33388-P49289-Z79077
HP INC.
Annual Meeting of Stockholders
April ~~24, 2018~~13, 2021 2:00 PMp.m., Pacific Time
This proxy is solicited by the Board of Directors
The undersigned hereby appoints ~~Dion J. Weisler, Catherine A. Lesjak~~Enrique Lores and ~~Kim M. Rivera,~~Harvey Anderson, and each of them, as proxies for the undersigned, with full power of substitution, to act and to vote all shares of common stock of HP Inc. held of record or in an applicable plan by the undersigned at the close of business on February ~~23, 2018,~~16, 2021, at the Annual Meeting of Stockholders to be held at 2:00 p.m., Pacific Time, on Tuesday, April ~~24, 2018,~~13, 2021, or any adjournment or postponement thereof.
This proxy, when properly executed and returned, will be voted in the manner directed herein by the undersigned stockholder. If this proxy is properly executed and returned but no direction is made, this proxy will be voted FOR all of the nominees for director in Proposal 1, FOR Proposals 2 and 3, and AGAINST Proposal 4. Whether or not direction is made, this proxy, when properly executed, will be voted in the discretion of the proxy holders upon such other business as may properly come before the Annual Meeting of Stockholders or any adjournment or postponement thereof (including, if applicable, on any matter which the Board of Directors did not know would be presented at the Annual Meeting of Stockholders by a reasonable time before the proxy solicitation was made and for the election of a person to the Board of Directors if any nominee named in Proposal 1 becomes unable to serve or for good cause will not serve). If the undersigned has a beneficial interest in shares held in a 401(k) plan sponsored by HP Inc., voting instructions with respect to such plan shares must be provided by 11:59 p.m., Eastern Time, on April ~~19, 2018,~~8, 2021, in the manner described in the proxy statement. If voting instructions are not received by that time, ~~such plan~~the trustee shall vote shares ~~will be voted by the plan trustee as described~~of securities credited to a participants' account for which it has not received instructions in the ~~proxy statement,~~same proportion on each issue as it votes those shares credited to participants accounts for which it has received voting directions, unless contrary to ERISA/applicable law. The undersigned hereby revokes all proxies previously given by the undersigned to vote at the Annual Meeting of Stockholders or any adjournment or postponement thereof.
Continued and to be signed on reverse side

This notice of annual meeting, proxy statement and form of proxy for HP Inc. (“HP” or the “Company”) are being distributed and made available on or about February 22, 2021. Time and Date 2:00 p.m., Pacific Time, on Tuesday, April 13, 2021 Place Online at www.hpannualmeeting.com or www.virtualshareholdermeeting.com/HPQ2021 Record Date February 16, 2021 Voting
	Internet www.hpannualmeeting.com or www.proxyvote.com/HP prior to the meeting DURING THE MEETING PLEASE VISIT www.hpannualmeeting.com or www.virtualshareholdermeeting.com/HPQ2021
	Telephone 1-800-690-6903
	Mail You can vote by mail by requesting a paper copy of the materials, which will include a proxy card. Return the card to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

	~~Management~~ ~~Proposal~~ ~~No.~~MANAGEMENT PROPOSAL NO. 1	~~Election of Directors~~

			~~The Board recommends a vote FOR each director nominee~~


●Election of Directors —Our Board is committed to independent oversight of HP. ●—910 of our ~~10 director~~11 Director nominees are ~~independent and our~~independent. —Our Board is led by an independent Chairman. ●—Key information regarding all of our 1011 Board nominees is summarized in the table below.
				The Board recommends a vote FOR each Director nominee Further information beginning on page 12.

		HP Director Since	Committees				Other Current Public Company/ Public Registrant Boards
Name Principal Occupation	Age	HP Director Since	A	F	H	N	Other Current Public Company/ Public Registrant Boards
Aida M. Alvarez INDEPENDENT Former Administrator, U.S. Small Business Administration & Cabinet Member	71	2016					Stride, Inc. Fastly, Inc. Oportun Financial Corporation
Shumeet Banerji INDEPENDENT Co-Founder and Partner, Condorcet, LP	61	2011					Reliance Industries Ltd.
Robert R. Bennett INDEPENDENT Managing Director, Hilltop Investments, LLC	62	2013					Discovery Inc. Liberty Media Corporation
Charles “Chip” V. Bergh (CHAIRMAN) INDEPENDENT President and Chief Executive Officer, Levi Strauss & Co.	63	2015					Levi Strauss & Co.
Stacy Brown-Philpot INDEPENDENT Member of Investment Committee, SB Opportunity Fund	45	2015					Nordstrom, Inc.
Stephanie A. Burns INDEPENDENT Former Chief Executive Officer and Chairman, Dow Corning	66	2015					Corning Incorporated Kellogg Company
Mary Anne Citrino INDEPENDENT Senior Advisor and former Senior Managing Director, Blackstone	61	2015					Ahold Delhaize Alcoa Corporation
Richard L. Clemmer INDEPENDENT Chairman, Privafy, Inc.	69	2020					Aptiv PLC
Enrique Lores President and Chief Executive Officer, HP Inc.	55	2019					None
Judith (“Jami”) Miscik INDEPENDENT Chief Executive Officer and Vice Chairman, Kissinger Associates, Inc.	62	2021					General Motors Company Morgan Stanley
Subra Suresh INDEPENDENT President, Nanyang Technological University	64	2015					Singapore Exchange Limited

Name Principal Occupation	Age	HP Director Since	Committees	Independent	Other Current Public Company/ Public Registrant Boards
Aida M. Alvarez	68	2016	HRC	YES	K12 Inc.
Chair, Latino Community Foundation			NGSR
Shumeet Banerji	58	2011	HRC	YES	Reliance Industries Ltd.
Co-Founder and Partner, Condorcet, LP			NGSR(Chair)
Robert R. Bennett	59	2013	AC	YES	Discovery Communications, Inc.
Managing Director, Hilltop Investments, LLC			FIT(Chair)		Liberty Media Corporation
Charles “Chip” V. Bergh	60	2015	HRC	YES	Levi Strauss & Co.
President and Chief Executive Officer, Levi Strauss & Co.			NGSR
Stacy Brown-Philpot	42	2015	AC	YES	Nordstrom, Inc.
Chief Executive Officer, TaskRabbit			NGSR
Stephanie A. Burns	63	2015	FIT	YES	Corning Incorporated
Former Chief Executive Officer and Chairman, Dow Corning			HRC(Chair)		Kellogg Company
Mary Anne Citrino	58	2015	AC(Chair)	YES	Dollar Tree, Inc.
Senior Advisor and former Senior Managing Director, The Blackstone Group			FIT		Royal Ahold Delhaize Alcoa Corporation
Stacey Mobley	72	2015	HRC	YES	None
Former Senior Vice President, Chief Administrative Officer and General Counsel, E.I. du Pont de Nemours and Company			NGSR
Subra Suresh	61	2015	AC	YES	None
President, Nanyang Technological University			FIT
Dion J. Weisler	50	2015		NO	Thermo Fisher Scientific Inc.
President and Chief Executive Officer, HP Inc.

●A	~~AC –~~	Audit Committee	●	~~FIT –~~ H		Human Resources and Compensation Committee				Chair
F		Finance, Investment and Technology Committee	●	~~HRC – HR and Compensation Committee~~N	●	~~NGSR –~~ Nominating, Governance and Social Responsibility Committee


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, April 13, 2021 at 2:00 p.m., Pacific Time. This year’s annual meeting will again be a virtual meeting of stockholders, conducted via live audio webcast.

~~Independence~~Nominee Composition		~~Gender diversity~~		~~Tenure (inc. HP Co. tenure)~~

Independent Board Leadership	●	~~Robust~~ —Strong board oversight and leadership by an independent Chairman (more details beginning on page ~~18)~~28).
	●	—Our independent Chairman participates in a robust stockholder outreach program.
	●	—Our independent Chairman leads and coordinates the annual performance evaluation of the CEO.
	●	—Our independent Chairman oversees the Board and committee evaluations and recommends changes to improve Board, committee, and individual ~~director~~Director effectiveness.
Other Governance Best Practices	●	—Our Bylaws provide our stockholders with a proxy access right.
	●	—All members of our committees are independent.
	●	—Our stockholders owning ~~25%~~15% or more of our common stock have a right to call special meetings.
	●	We lowered this right from 25% after engaging with our stockholders on what rights to act outside of the annual meeting they would prefer. —Directors are elected annually by majority vote in uncontested ~~director~~Director elections.
	●	—Each ~~director~~Director nominee has agreed to resign from the Board ~~in the event that~~if he or she fails to receive a majority vote.
	●	—We ~~have~~maintain a ~~robust~~close, effective dialogue with our stockholders through an ongoing stockholder ~~and investor~~ outreach program.
	●	—Non-employee ~~directors~~Directors are expected to own Company stock equal to at least five times their annual cash Board retainer within five years of joining the Board. —Independent consultant to advise our HRC Committee on executive compensation and governance matters
Independence
Gender Diversity
Ethnic Diversity
Tenure (inc. HP Co. tenure)

MANAGEMENT PROPOSAL NO. 2	~~Management~~ ~~Proposal~~ ~~No. 2~~
MANAGEMENT PROPOSAL NO. 2
Ratification of Independent Registered Public Accounting Firm

		~~The Board recommends a vote FOR this Proposal~~

		●—The Audit Committee of the Board has selected Ernst & Young LLP to act as HP’s independent registered public accounting firm for the fiscal year ending October 31, ~~2018,~~2021 and seeks ratification of the selection.	The Board recommends a vote FOR this Proposal Further information beginning on page 40.

MANAGEMENT PROPOSAL NO. 3
MANAGEMENT PROPOSAL NO. 3
~~Further information on page 29.~~

~~Management~~ ~~Proposal~~ ~~No. 3~~	Advisory Vote to Approve Executive Compensation (“Say on Pay” Vote)

		~~The Board recommends a vote FOR this Proposal~~

	●—Our Board and the ~~HRC~~Human Resources and Compensation Committee are committed to excellence in corporate governance and to an executive compensation program that aligns the interests of our executives with those of our stockholders. To fulfill this mission, we have a pay-for-performance philosophy that forms the foundation for decisions regarding executive compensation. ●—Our compensation programs have been structured to balance near-term results with long-term success, mitigate risks, and enable us to attract, retain, focus, and reward our executive team for delivering stockholder value.

	The Board recommends a vote FOR this Proposal Further information, including an overview of the compensation of our ~~NEOs,~~Named Executive Officers (“NEOs”), beginning on page ~~31.~~42.

STOCKHOLDER PROPOSAL
STOCKHOLDER PROPOSAL
Stockholder ~~Proposal Requesting Stockholders’~~Proposal: Right to Act by Written Consent

	~~The Board recommends a vote AGAINST this Proposal~~

	●—This stockholder proposal requests that HP’s Board ~~undertake~~take such steps as may be necessary to permit written consent by stockholders entitled to cast the minimum number of votes that would be necessary to authorize the action at a meeting at which all stockholders entitled to vote thereon were present and voting. ●	The Board ~~believes the adoption of~~ recommends a vote AGAINST this proposal is unnecessary because of HP’s commitment to good corporate governance and the existing right of stockholders to call a special meeting of stockholders. Furthermore, the Board believes that the written consent proposal would circumvent the protections, procedural safeguards and advantages provided to all stockholders by stockholder meetings.Proposal Further information beginning on page 73.

	~~Further information on page 58.~~

●—	Revenues declined only 3.6% from the prior year despite the challenges of the COVID-19 pandemic
—	Delivered ~~consistent~~ revenue growth and operating margin expansion in Personal Systems, driven by innovation, demand from notebooks and focus on strategic growth areas such as Service, Premium and Gaming.
●—	~~Revenue~~Executed effectively in Printing with growth in ~~Printing for fiscal 2017 compared~~areas such as home printing and Instant Ink as we continued to ~~fiscal 2016, stabilizing supplies~~evolve our print business models with a drive toward services and ~~expanding~~a rebalance of profitability between hardware and supplies.
—	Strengthened our ~~A3 copier~~position in 3D printing as we continue to shift our focus toward more end-to-end solutions and higher-value applications through innovation and extending our product portfolio with ~~our agreement to acquire Samsung Electronics Co., Ltd.’s printer business, gaining momentum in a key growth opportunity for~~ the ~~Printing business~~ introduction of molded fiber capabilities.
●—	~~Turned our Multi-Jet Fusion 3D printing technology into a real business with global scale, strong unit placement,~~Generated $4.3 billion in cash flow from operations and ~~an expanded global open materials ecosystem~~
●	~~Returned~~returned over $2$4.1 billion of capital to stockholders in the form of dividends and share repurchases.

GAAP Net Revenue	Adjusted Non-GAAP Net Earnings	Non-GAAP Free Cash Flow

$56.6 BILLION ~~in Corporate Revenue~~ (as defined on page ~~37)~~50) compared to a target goal of ~~$46.0~~$59.4 billion under our annual incentive plan.	$3.6 BILLION ~~in Corporate Net Earnings~~ (as defined on page ~~37)~~50) compared to a target goal of ~~$2.9~~$3.7 billion under our annual incentive plan.	~~Corporate Free Cash Flow~~6.9 PERCENT (as a percentage of revenue; as defined on page ~~37)~~50) compared to a target goal of ~~5.3%~~5.9% under our annual incentive plan.

—	We are more than halfway to achieving our science-based goal of reducing product use greenhouse gas emissions intensity by 30% by 2025 and we were the only technology company globally to receive a CDP Triple A rating from CDP for climate, forests and water, and the only North American company to receive a Triple A rating two years in a row.
—	Through May 2020, we sourced more than 1.7 million pounds of ocean-bound plastic for use in our products, and we are on track with our plans to increase recycled plastic content in our print and personal systems products to 30% by 2025.
—	We have a goal of zero deforestation in HP branded paper and packaging and improving the management of nearly 200,000 acres (over 80,000 hectares) of forests in Brazil and China, an area equivalent to the size of New York City, by the end of calendar year 2024.

—	Our commitment to diversity, equity and inclusion starts at the top and flows throughout the entire organization. In 2020, we established a Global Diversity Advisory Board and a Task Force on Racial Equality and Social Injustice to advance our commitments to diversity, equity and inclusion.
—	We have committed to doubling the number of Black and African American executives by 2025.
—	We champion equal and human rights for everyone we work with so that business and society can thrive. In 2020, we published our inaugural Human Rights Progress Report to drive transparency and long-term community impact.

—	From 2015 to 2019, we have reached more than 28 million students, teachers, and adult learners through our educational programs and partnerships—and we are tracking toward our goal of enabling better learning outcomes for 100 million people by 2025.
—	In 2020, we supported distance learning during the COVID-19 pandemic through programs such as BeOnline; Print; Play & Learn; HP Turn to Learn; and HP Refresh.
—	HP employees contributed 429,000 total volunteer hours across 51 countries from 2016 through 2019.

Proxy Statement		~~The majority of target total direct~~9~~compensationfor executives is~~*~~performance-based~~~~as well as~~~~equity-based~~*to~~align executives’ rewards with stockholder value~~		We~~do not utilize executive employment contracts for senior officers~~
	~~Total direct compensation is~~*~~targeted~~~~at or near the market~~~~median~~*		We~~devote significant timeto management succession planning and leadership development efforts~~
	*~~Actual realized~~~~total direct compensation and~~~~pay positioning~~~~are designed to fluctuate with, and be~~~~commensurate with, actual annual and long-term performance recognizing company-wide, business, and individual results~~*		~~We maintain a~~*~~market-aligned~~*~~severance policy for executives and a conservative change in control policy which requires a double trigger for execution~~
	*~~Incentive awards~~~~are heavily dependent upon our stock performance, and are measured against~~~~objective financial metrics~~~~that we believe~~~~link~~~~either directly or indirectly~~~~to the creation of value~~*~~for our stockholders. In addition, 25% of our target annual incentives are contingent upon the achievement of qualitative objectives that we believe will contribute to our long-term success~~		~~The HRC Committee utilizes an~~*~~independent~~*~~compensation consultant~~
			~~Our compensation programs~~*~~are designed to mitigate compensation-related risk to the organization from both financial and reputational perspectives~~*
			~~We maintain strong~~*~~stock ownership guidelines~~*~~for executive officers and non-employee directors~~
	~~We balance growth, cash flow, revenue and profit objectives, as well as short- and long-term objectives to reward for overall performance that does not over-emphasize a singular focus~~		We~~prohibitexecutive officers and directors from engaging in any form of~~*~~hedging~~~~transaction, holding HP securities in margin accounts and~~~~pledging~~*~~stock as collateral for loans in a manner that could create compensation-related risk for the Company~~
	~~A significant portion of our long-term incentives are delivered in the form of performance-adjusted restricted stock units, referred to as~~*~~“PARSUs,”~~~~which vest only upon the achievement of~~~~relative TSR~~~~and~~~~EPS~~*~~objectives~~		~~We conduct a robust~~*~~stockholder outreach~~*~~program throughout the year~~
	~~We validate our~~*~~pay-for-performance~~*~~relationship on an annual basis~~		We~~discloseour corporate performance goals and achievements relative to these goals~~

	Previous Virtual Meeting Highlights

	HP commits to answering every question received, in writing, on its website shortly after the annual meeting.

	QUESTIONS ANSWERED DURING THE VIRTUAL ANNUAL MEETING	~~Role~~TOTAL QUESTIONS ASKED AND ANSWERED BEFORE AND DURING THE ANNUAL MEETING	MEETING ATTENDANCE YEAR OVER YEAR

	Please visit our HP investor events page at https://investor.hp.com to read previously answered questions. Please join us for our Virtual Annual Meeting at www.hpannualmeeting.com or www.virtualshareholdermeeting.com/HPQ2021.
				~~Determination Factors~~
~~Base Salary~~		●~~Fixed portion of annual cash income~~		●~~Value of role in competitive marketplace~~ ●~~Value of role to the Company~~ ●~~Skills and performance of individual compared to the market as well as others in the Company~~
~~Annual Incentive~~ (~~i.e., Pay-for-Results (“PfR”)~~) ~~Payments to executives for annual PfR incentive purposes are made under the Stock Incentive Plan (the “Plan”)~~		●~~Variable portion of annual cash income~~ ●~~Focus executives on annual objectives that support the long-term strategy and creation of value~~		●~~Target awards based on competitive marketplace and level of position~~ ●~~Actual awards based on achievement against annual corporate, business unit, and individual goals~~
~~Long-term Incentives~~ ●~~Restricted Stock Units (“RSUs”)~~ ●~~Performance-Adjusted Restricted Stock Units (“PARSUs”)~~		●~~Reinforce need for long-term sustained performance~~ ●~~Align interests of executives and stockholders, reflecting the time-horizon and risk to investors~~ ●~~Encourage equity ownership~~ ●~~Encourage retention~~		●~~Target awards based on competitive marketplace, level of position, skills and performance of the executive~~ ●~~Actual values based on performance against corporate goals and total stockholder returns (“TSR”) performance~~
~~All others:~~ ●~~Benefits~~ ●~~Perquisites~~ ●~~Severance protection~~		●~~Support the health and security of our executives and their ability to save on a tax-deferred basis~~ ●~~Enhance executive productivity~~		●~~Competitive marketplace~~ ●~~Level of executive~~ ●~~Standards of best-in-class governance~~ ●~~Performance-based pay~~

CORPORATE GOVERNANCE AND BOARD OF DIRECTORS	0912
	Management Proposal No. 1 Election of Directors	0912
		~~Stockholder Outreach~~Vote Required	1712
		~~Recent Corporate Governance Updates~~Who We Are	1712
		~~Director Independence~~How We Are Selected	1721
		~~Board Leadership Structure~~How We Are Organized	1822
		~~Board Risk Oversight~~How We Govern and Are Governed	1927
		~~Executive Sessions~~How We Communicate With You	2535
		~~Communications with the Board~~	25
		~~Code of Conduct~~	25
		~~Director Compensation and Stock Ownership Guidelines~~	25
		~~Non-Employee Director Stock Ownership Guidelines~~	28
		~~Related Person~~Related-Person Transactions Policies and Procedures	28
		~~Fiscal 2017 Related Person Transactions~~	2836
How We Are Compensated	37

AUDIT MATTERS	2940
	Management Proposal No. 2 Ratification of Independent Registered Public Accounting Firm		2940
Vote Required	40
Report of the Audit Committee of the Board of Directors	2940
		Principal ~~Accounting~~Accountant Fees and Services	3041
Pre-Approval of Audit and Non-Audit Services Policy	41

EXECUTIVE COMPENSATION	3142
	Management Proposal No. 3 Advisory Vote to Approve Executive Compensation	3142
Vote Required	42
Overview	43
Compensation Discussion and Analysis	3145
		~~Introduction~~	31
		~~Executive Summary~~	32
		~~Oversight and Authority over Executive Compensation~~	33
		~~Use of Comparative Compensation Data and Compensation Philosophy~~	33
		~~Process for Setting and Awarding Executive Compensation~~	34
		~~Listening to our Stockholders on Compensation~~	35
		~~Determination of Fiscal 2017 Executive Compensation~~	35
		~~Benefits~~	41
		~~Perquisites~~	42
		~~Other Compensation-Related Matters~~	43
		~~Stock Ownership Guidelines~~	43
		HR and Compensation Committee Report on Executive Compensation	44
		~~Summary Compensation Table~~	45
		~~Grants of Plan-Based Awards in Fiscal 2017~~	47
		~~Outstanding Equity Awards at 2017 Fiscal Year-End~~	48
		~~Option Exercises and Stock Vested in Fiscal 2017~~	49
		~~Fiscal 2017 Pension Benefits Table~~	49
		~~Fiscal 2017 Non-qualified Deferred Compensation Table~~	50
		~~Potential Payments Upon Termination or Change inControl~~	52
		~~Equity Compensation Plan Information~~	5558
Executive Compensation Tables	59

OWNERSHIP OF OUR STOCK	5671
	Common Stock Ownership of Certain Beneficial Owners and Management		5671
		~~Section 16(a) Beneficial Ownership Reporting Compliance~~		57
STOCKHOLDER ~~PROPOSALS~~PROPOSAL	5873
	Stockholder ~~Proposal Requesting Stockholders’ Right to Act by Written Consent~~		58
		~~Stockholder~~Proposal: Right to Act by Written Consent	5873
Proposal 4 – Shareholder Right to Act by Written Consent	73
Statement in Opposition	5874
		Board Recommendation	5975
		Vote Required	5975

OTHER MATTERS	6076
	Questions and Answers		60
	~~Voting Information~~		6276

Academics HP benefits from having leading academics in relevant fields sharing their expertise and ~~Evaluating Candidates~~providing valuable guidance on research trends and emerging areas of innovation.
Capital Allocation It is essential that we have Directors with experience allocating capital for large and complex enterprises, as these Directors provide valuable insights as HP continues to reduce costs and optimize its cost structure.
Customer Experience HP’s customers are the foundation of our mission – we continually seek to better serve our customer base with products and solutions that inspire and innovate.
Disruptive Innovation At HP we continually seek to reinvent the Print and PC industries to deliver amazing innovative experiences to our customers – having disruptive innovators on our Board helps inform our strategy and drive us forward.
Finance As a Fortune 100 company with a vast financial footprint, it is essential that we have Directors with strong financial acumen and experience to provide sound oversight and guide our investment strategies.
Government Substantive government experience on our Board offers us insight into the regulatory environment of the many jurisdictions in which we operate, their legislative and administrative priorities, and the potential implications for our business.
International Business HP operates in 180 countries worldwide, making international business experience a vital perspective on our Board and enabling us to succeed in the many markets in which we operate.

Operations HP operates one of the world’s largest supply chains, spanning a diverse mix of geographies, suppliers, contractors and partners – we benefit from Directors who have successfully led complex operations and can help us to optimize our business model.
Robust Business Experience As a large global company serving a diverse set of customer segments, HP requires a Board well-versed in navigating complexity and capitalizing on business opportunities to further our innovation and growth.
Science Cutting edge R&D, science and engineering have been core to HP’s success for decades – Directors with scientific backgrounds can provide technical advice and bring a deep understanding of the innovative core of our company.
Strategic Transactions; M&A HP benefits from having Directors with experience leading organizations through significant strategic transactions, including mergers, acquisitions and divestitures, as well as the successful integration of acquired businesses, as these directors provide useful guidance and oversight as HP implements its strategy.
Strategy The dynamic and fast-moving markets in which HP operates globally require a Board with strong strategic insights gained through multi-faceted and challenging prior experiences.
Technology With our deep history of innovation, we know that design, technology and user experience add valuable and vital components to our Board dialogue.

		Aida M. Alvarez
		Aida M. Alvarez
		Independent Director Age: 71 Director since: 2016 HP Board Committees: HRC, NGSR
Most Recent Role —Former Administrator, U.S. Small Business Administration & Cabinet Member Current Public Company Boards —HP —Stride, Inc. —Fastly, Inc. —Oportun Financial Corporation Prior Public Company Boards —Wal-Mart Stores, Inc.		Qualifications: Prior Business and Other Experience —Founding Chair, Latino Community Foundation (since 2003) —Administrator, U.S. Small Business Administration (1997–2001) —Director, Office of Federal Housing Enterprise Oversight (1993–1997) —Vice President, First Boston Corporation and Bear Stearns & Co. (prior to 1993) Other Key Qualifications The Honorable Aida Alvarez brings to the Board a wealth of expertise in media, public affairs, finance, and government. She led important financial and government agencies and served in the Cabinet of U.S. President William J. Clinton, where she provided strategic feedback to the President. She has also been a public finance executive, has chaired a prominent philanthropic organization and was an award-winning journalist. The Board also benefits from Ms. Alvarez’s knowledge of investment banking and finance.

		Shumeet Banerji
		Shumeet Banerji
		Independent Director Age: 61 Director since: 2011 HP Board Committees: HRC, NGSR (Chair)
Current Role —Co-founder and Partner of Condorcet, LP, an advisory and investment firm (since 2013) Current Public Company Boards —HP —Reliance Industries Limited Prior Public Company Boards —Innocoll AG		Qualifications: Prior Business and Other Experience —Senior Partner, Booz & Company, a consulting company (May 2012–March 2013) —Chief Executive Officer, Booz & Company (July 2008–May 2012) —President of the Worldwide Commercial Business, Booz Allen Hamilton (February 2008–July 2008) —Managing Director, Europe, Booz Allen Hamilton (2007–2008) —Managing Director, United Kingdom, Booz Allen Hamilton (2003–2007) —Faculty, University of Chicago Graduate School of Business Other Key Qualifications Mr. Banerji brings to the Board a robust understanding of the issues facing companies and governments in both mature and emerging markets around the world through his two decades of work with Booz & Company. In particular, Mr. Banerji has valuable experience in addressing a variety of complex issues ranging from corporate strategy, organizational structure, governance, transformational change, operational performance improvement, and merger integration. As CEO of Booz & Company, Mr. Banerji oversaw the separation of Booz & Company from Booz Allen Hamilton. During his career at Booz Allen Hamilton and Booz & Company, he has advised numerous companies on restructuring and M&A, particularly in mature industries. He is the co-author of Cut Costs, Grow Stronger, published by Harvard Business Press in 2009.

		Robert R. Bennett
		Robert R. Bennett
		Independent Director Age: 62 Director since: 2013 HP Board Committees: Audit, FIT (Chair)
Current Role —Managing Director, Hilltop Investments, LLC, a private investment company (since 2005) Current Public Company Boards —HP —Discovery, Inc. —Liberty Media Corporation Prior Public Company Boards —Sprint Corporation —Demand Media, Inc. —Discovery Holding Company —Liberty Interactive Corporation —Sprint Nextel Corporation		Qualifications: Prior Business and Other Experience —President, Discovery Holding Company (2005–2008) —President and Chief Executive Officer, Liberty Media Corporation (1997-2005) —Served in a variety of other executive roles at Liberty Media between 1990 and 1997, including as its principal financial officer from 1991 until 1997 Other Key Qualifications Mr. Bennett brings to the Board in-depth knowledge of the media and telecommunications industry and his knowledge of the capital markets and other financial and operational matters from his experience as the president and chief executive officer of another public company. Additionally, as a result of his positions at Liberty Media, Mr. Bennett brings experience leading organizations through significant strategic transactions, including acquisitions, divestitures and integration. Mr. Bennett also has an in-depth understanding of finance and has held various financial management positions during his career including serving as CFO of a public company. He also contributes valuable insight to the Board due to his experience serving on the boards of both public and private companies.

		Charles “Chip” V. Bergh
		Charles “Chip” V. Bergh
		Independent Chairman of the Board Age: 63 Director since: 2015 Chairman since: 2017 HP Board Committees: HRC, NGSR
Current Role —President, Chief Executive Officer, and Director of Levi Strauss & Co., an apparel/retail company (since September 2011) Current Public Company Boards —HP —Levi Strauss & Co. Prior Public Company Boards —VF Corporation		Qualifications: Prior Business and Other Experience —Group President, Global Male Grooming, Procter & Gamble Co. (2009–September 2011) —In 28 years at Procter & Gamble, Mr. Bergh served in a variety of executive roles, including managing business in multiple regions worldwide Other Key Qualifications Mr. Bergh brings to the Board extensive experience in executive leadership at large global companies and international business management. From his more than 35 years at Levi Strauss and Procter & Gamble, Mr. Bergh has a strong operational and strategic background with significant experience in brand management. He also brings public company governance experience as a board member and committee member of other public and private companies.

		Stacy Brown-Philpot
		Stacy Brown-Philpot
		Independent Director Age: 45 Director since: 2015 HP Board Committees: Audit, NGSR
Current Role —Member of Investment Committee, SB Opportunity Fund (since 2020) Current Public Company Boards —HP —Nordstrom, Inc. Prior Public Company Boards —None		Qualifications: Prior Business and Other Experience —Chief Executive Officer, TaskRabbit (April 2016–August 2020) —Chief Operating Officer, TaskRabbit (January 2013–April 2016) —Entrepreneur-in-Residence, Google Ventures, the venture capital investment arm of Google, Inc., a technology company (“Google”) (May 2012–December 2012) —Senior Director of Global Consumer Operations, Google (2010–May 2012) —Prior to 2010, Ms. Brown-Philpot served in a variety of Director-level positions at Google —Prior to joining Google in 2003, Ms. Brown-Philpot served as a senior analyst and senior associate at the financial firms Goldman Sachs and PwC Other Key Qualifications Ms. Brown-Philpot brings to the Board extensive operational, analytical, financial, and strategic experience. In addition to her role as CEO of TaskRabbit from 2016 to 2020, Ms. Brown-Philpot’s decade of experience leading various operations at Google and her prior financial experience from her roles at Goldman Sachs and PwC provide unique operational and financial expertise to the Board.

		Stephanie A. Burns
		Stephanie A. Burns
		Independent Director Age: 66 Director since: 2015 HP Board Committees: FIT, HRC (Chair)
Current Role —Director Current Public Company Boards —HP —Corning Incorporated —Kellogg Company Prior Public Company Boards —GlaxoSmithKline plc —Manpower, Inc.		Qualifications: Prior Business and Other Experience —Chief Executive Officer, Dow Corning Corp., a silicon-based manufacturing company (2004–May 2011) —President, Dow Corning (2003–November 2010) —Executive Vice President, Dow Corning (2000–2003) Other Key Qualifications Dr. Burns has more than 30 years of global innovation and business leadership experience and brings significant expertise in scientific research, product development, issues management, science and technology leadership, and business management to the Board. Her leadership experience includes steering Dow Corning Corporation during an extended bankruptcy and restructuring process. Dr. Burns also brings public company governance experience to the Board as a member of boards and board committees of other public companies.

		Mary Anne Citrino
		Mary Anne Citrino
		Independent Director Age: 61 Director since: 2015 HP Board Committees: Audit (Chair), FIT
Current Role —Senior Advisor and former Senior Managing Director, Blackstone, an investment firm (since 2004) Current Public Company Boards —HP —Ahold Delhaize —Alcoa Corporation Prior Public Company Boards —Health Net, Inc. —Dollar Tree Inc. —Barclays		Qualifications: Prior Business and Other Experience —Managing Director, Global Head of Consumer Products Investment Banking Group, and Co-head of Health Care Services Investment Banking, Morgan Stanley (1986-2004) Other Key Qualifications Ms. Citrino’s more than 30-year career as an investment banker provides the Board with substantial knowledge regarding business operations strategy, as well as valuable financial and investment expertise. She also brings public company governance experience as a member of boards and board committees of other public companies.

		Richard L. Clemmer
		Richard L. Clemmer
		Independent Director Age: 69 Director since: 2020 HP Board Committees: Audit, FIT
Current Role —Chairman, Privafy, Inc. (since January 2019) Current Public Company Boards —HP —Aptiv PLC Prior Public Company Boards —NCR Corporation —NXP Semiconductors N.V. —i2 Technologies, Inc.		Qualifications: Prior Business and Other Experience —Chief Executive Officer and Executive Director, NXP Semiconductors N. V. (January 2009-May 2020) —Senior Advisor, Kohlberg Kravis Roberts & Co. (May 2007–December 2008) —President and Chief Executive Officer, Agere Systems Inc. (October 2005–April 2007) Other Key Qualifications Mr. Clemmer brings to the Board significant leadership experience in the high tech industry, including experience with semiconductor, storage, e-Commerce, and software companies, and brings valuable experience leading organizations through strategic transactions. In his roles at NXP Semiconductors and Agere Systems, Mr. Clemmer oversaw the successful execution of a number of key strategic transactions, including the acquisition and integration of several companies and business units.

		Enrique Lores
		Enrique Lores
		President, Chief Executive Officer and Director Age: 55 Director since: 2019 HP Board Committees: N/A
Current Role —President and Chief Executive Officer, HP (since November 2019) Current Public Company Boards —HP Prior Public Company Boards —None		Qualifications: Prior Business and Other Experience —President, Imaging and Printing Solutions, HP Inc. (November 2015–October 2019) —Separation Leader, Hewlett-Packard Company (2014–October 2015) —Senior Vice President & General Manager, Business Personal Systems, Hewlett-Packard Company (2013–2014) —Senior Vice President, Worldwide Customer Support & Services, Hewlett-Packard Company (2011–2013) —Senior Vice President, Worldwide Sales and Solutions Partner Organization, Hewlett-Packard Company (2008–2011) —Vice President & General Manager, Large Format Printing, Hewlett-Packard Company (2003–2008) —Vice President, Imaging & Printing Group, EMEA, Hewlett-Packard Company (2001–2003) —Experience in a variety of roles at Hewlett-Packard Company (1989–2001) Other Key Qualifications Mr. Lores’ international business and leadership experience, and his service in multiple facets of the HP business worldwide, provide the Board with an enhanced global perspective. Mr. Lores’ more than 25 years of experience in the information and technology industry with HP, and his position as HP’s Chief Executive Officer, provide the Board with valuable industry insight and expertise.

		Judith (“Jami”) Miscik
		Judith (“Jami”) Miscik
		Independent Director Age: 62 Director since: 2021 HP Board Committees: Audit, NGSR
Current Role —Chief Executive Officer and Vice Chairman, Kissinger Associates, Inc. (since 2015) Current Public Company Boards —HP —General Motors Company —Morgan Stanley Prior Public Company Boards —EMC Corporation —Pivotal Software, Inc.		Qualifications: Prior Business and Other Experience —President, Kissinger Associates, Inc. (2009–2015) —Global Head of Sovereign Risk, Lehman Brothers (2005–2008) —Distinguished 22-year career at the Central Intelligence Agency, including serving as the Deputy Director for Intelligence from 2002 to 2005 —Director for Intelligence Programs, National Security Council (1995–1996) Other Key Qualifications Ms. Miscik brings to the Board significant experience in international affairs, intelligence and risk assessment and a vast understanding of the geopolitical and macroeconomic landscapes gained from roles in the public and private sectors. As the CEO of Kissinger Associates, an international geopolitical consulting firm, Ms. Miscik develops strategies for clients operating in overseas environments and advises on geopolitical and macroeconomic risks. Prior to entering the private sector, Ms. Miscik built a distinguished 22-year career in intelligence, ultimately serving as the Deputy Director for Intelligence at the Central Intelligence Agency.

		Subra Suresh
		Subra Suresh
		Independent Director Age: 64 Director since: 2015 HP Board Committees: Audit, FIT
Current Role —President, Nanyang Technological University, autonomous global research university in Singapore (since January 2018) Current Public Company Boards —HP —Singapore Exchange Limited Prior Public Company Boards —None		Qualifications: Prior Business and Other Experience —Senior Advisor, Temasek International Private Ltd., an investment company headquartered in Singapore (since September 2017) —President, Carnegie Mellon University, a global research university (July 2013–June 2017) —Independent Director of the Board, Battelle Memorial Institute, Ohio, an international nonprofit that develops and commercializes technology and manages laboratories for government customers (2014–2017) —Director, National Science Foundation, a federal agency charged with advancing science and engineering research and education (October 2010–March 2013) —Dean and the Vannevar Bush Professor of Engineering, School of Engineering (2007–2010), and Professor (1993–2013), Massachusetts Institute of Technology Other Key Qualifications Dr. Suresh is one of the few Americans to have been elected to all three branches of the U.S. National Academies (Engineering, Sciences and Medicine) in recognition of his considerable scientific and technical accomplishments. Dr. Suresh’s experience as the president of two prominent research universities and his experience leading new entrepreneurship and innovation bring the Board valuable insights with respect to strategic opportunities and a robust understanding of the organizational, scientific, and technological requirements of ongoing innovation. He previously served as the Head (Director) of the National Science Foundation, a $7 billion U.S. federal agency responsible for supporting science and engineering research and education in all fields in the United States.

● —	have the highest professional and personal ethics and values, consistent with our long-standing values and standards;
● —	have broad experience at the policy-making level in business, government, education, technology or public service;
● —	be committed to enhancing stockholder value and represent the interests of all of our stockholders; and
● —	have sufficient time to carry out their duties and to provide insight and practical wisdom based on experience (which means that ~~directors’~~Directors’ service on other boards of public companies should be limited to a number that permits them, given their individual circumstances, to responsibly perform ~~responsibly~~ all ~~director~~Director duties).

~~Management~~
~~Proposal~~
~~No.~~MANAGEMENT PROPOSAL NO. 1

~~Election of Directors~~

Election of Directors

The Board recommends a vote FOR each ~~director nominee~~

Director Nominee.