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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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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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2019
Proxy Statement

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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. 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
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.”

To our Stockholders:

We are pleased to invite you to attend the annual meeting of stockholders of HP Inc. on Tuesday, April 23, 2019 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 visitingwww.hpannualmeeting.comorhttps://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 visitingwww.hpannualmeeting.comorwww.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 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 2018 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 2018 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

Join by internet at either

www.hpannualmeeting.com or

https://hp.onlineshareholdermeeting.com

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

Items of Business

Management Proposals

Notice of Annual Meeting of Stockholders(1)	To elect 11 Directors
(2)	To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2021
(3)	To approve, on an advisory basis, the Company’s executive compensation (“say on pay” vote)

ThisStockholder Proposal

(4)	To consider and vote on a stockholder proposal described in this proxy statement, if properly presented at the meeting
(5)	Such other business as may properly come before the meeting

Virtual Meeting Admission

Stockholders of record as of February 16, 2021, will be able to participate in the annual meeting by visiting our annual meeting website www.hpannualmeeting.com or 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, 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 at www.hpannualmeeting.com or www.proxyvote.com/HP. Stockholders can also access copies of our proxy statement and formannual 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 13, 2021. The definitive proxy forstatement and HP Inc. (“HP” or the “Company”)’s 2020 Annual Report are being distributed and made available on or about February 26, 2019.electronically at www.proxyvote.com/HP.

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

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 23, 2019
13, 2021 Place
Online atwww.hpannualmeeting.comorwww.virtualshareholdermeeting.com/HPQ2021 Record Date February 16, 2021https://hp.onlineshareholdermeeting.com
Voting
	Internet
		Internet www.hpannualmeeting.comor www.proxyvote.com/HPprior to the meeting. During the meeting please visit DURING THE MEETING PLEASE VISIT www.hpannualmeeting.com or www.virtualshareholdermeeting.com/HPQ2021
	Telephone www.hpannualmeeting.comorhttps://hp.onlineshareholdermeeting.com1-800-690-6903
	TelephoneMail
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.

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 entitledQuestions and Answers—Voting Informationbeginning on page 6876 of the proxy statement.

Items of Business Management Proposals
(1)		To elect the 11 Directors named in this proxy statement
(2)		To ratify the appointment of the independent registered public accounting firm for the fiscal year ending October 31, 2019
(3)		To approve, on an advisory basis, the Company’s executive compensation (“say on pay” vote)

Stockholder Proposals
(4)		To consider and vote on a stockholder proposal, if properly presented at the meeting
(5)		Such other business as may properly come before the meeting

Virtual Meeting Admission

Stockholders of record as of February 22, 2019, will be able to participate in the annual meeting by visiting our annual meeting websitewww.hpannualmeeting.comorhttps://hp.onlineshareholdermeeting.com. 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.

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.

Record Date

You are entitled to vote only if you were an HP Inc. stockholder as of the close of business on February 22, 2019.

By order of the Board of Directors,

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

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on April 23, 2019.The definitive proxy statement and HP Inc.’s 2018 Annual Report are available electronically atwww.proxyvote.com/HP.

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Proxy Statement Summary

The following is a summary of certain key disclosures in our proxy statement. This is only a summary, and it may not contain all of the information that is important to you. For more complete information, please review the proxy statement as well as our 20182020 Annual Report, which includes our Annual Report on Form 10-K. References to “HP,” “the Company,” “we,” “us” or “our” refer to HP Inc. (formerly known as Hewlett-Packard Company (“HP Co.”)).

Management Proposal No.MANAGEMENT PROPOSAL NO. 1
Election of Directors The Board recommends a vote FOR each Director nominee ●—Our Board is committed to independent oversight of HP. ●—10 of our 11 Director nominees are independent. ●—Our Board is led by an independent Chairman. ●—Key information regarding all of our 11 Board nominees is summarized in the table below.			The Board recommends a vote FOR each Director nominee Further information beginning on page 11.12.

Our Director Nominees

			HP Director Since	Committees				Other Current Public Company/ Public Registrant Boards
	Name Principal Occupation	Age		A	F	H	N
	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			Other Current Public Company/ Public Registrant Boards
	Aida M. Alvarez Independent  Chair, Latino Community Foundation		69		2016					K12 Inc.
	Shumeet Banerji Independent  Co-Founder and Partner, Condorcet, LP		59		2011					Reliance Industries Ltd.
	Robert R. Bennett Independent  Managing Director, Hilltop Investments, LLC		60		2013					Discovery Communications, Inc. Liberty Media Corporation
	Charles “Chip” V. Bergh Independent  President and Chief Executive Officer, Levi Strauss & Co.		61		2015					Levi Strauss & Co.
	Stacy Brown-Philpot Independent  Chief Executive Officer, TaskRabbit		43		2015					Nordstrom, Inc.
	Stephanie A. Burns Independent  Former Chief Executive Officer and Chairman, Dow Corning		64		2015					Corning Incorporated Kellogg Company
	Mary Anne Citrino Independent  Senior Advisor and former Senior Managing Director, The Blackstone Group		59		2015					Barclays plc Royal Ahold Delhaize Alcoa Corporation
	Yoky Matsuoka Independent  Vice President, Healthcare Google		46		2019					None
	Stacey Mobley Independent  Former Senior Vice President, Chief Administrative Officer and General Counsel, E.I. du Pont de Nemours and Company		73		2015					None
	Subra Suresh Independent  President, Nanyang Technological University		62		2015					Singapore Exchange Limited
	Dion J. Weisler President and Chief Executive Officer, HP Inc.		51		2015					Thermo Fisher Scientific Inc.

Committees

Audit Committee

A

Audit Committee

H

Human Resources and Compensation Committee

Chair

F

Finance, Investment and Technology Committee

N

HR and Compensation Committee

Nominating, Governance and Social Responsibility Committee

Chair

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Proxy Statement Summary

Board Composition

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

Governance Highlights

Independent Board Leadership

✓	Robust Governance Highlights Independent Board Leadership —Strong board oversight and leadership by an independent Chairman (more details beginning on page 26)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 effectiveness.

Other Governance Best Practices

—Other Governance Best Practices

✓	Our Bylaws provide our stockholders with a proxy access right.
✓	—All members of our committees are independent.
✓	—Our stockholders owning 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 how they would preferwhat rights to act outside of the annual meeting.
✓	meeting they would prefer. —Directors are elected annually by majority vote in uncontested Director elections.
✓	—Each Director nominee has agreed to resign from the Board in the event thatif he or she fails to receive a majority vote.
✓	—We havemaintain a robust andclose, effective dialogue with our stockholders through an ongoing stockholder outreach program.
✓	—Non-employee 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)

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Proxy Statement Summary

Management Proposal No.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, 20192021 and seeks ratification of the selection.			The Board recommends a vote FOR this Proposal Further information beginning on page 36.40.

Management Proposal No.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 HRCHuman 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 Named Executive Officers (“NEOs”), beginning on page 38.42.

Executive Compensation Program Overview

Our executive compensation program incorporates policies and practices designed to be aligned with our pay-for-performance philosophy and promote responsible pay and governance practices. The majority of target total direct compensation for executives is performance-based as well as equity-based to align executives’ rewards with sustained stockholder value creation. On average, only 10% of target total direct compensation for our NEOs is provided in the form of base salary, with approximately 14% provided in the form of annual incentives and the remaining 76% provided in the form of equity-based long-term incentives.

STOCKHOLDER PROPOSAL
Stockholder Proposal: Right to Act by Written Consent —This stockholder proposal requests that HP’s Board 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 recommends a vote AGAINST this Proposal Further information beginning on page 73.

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Proxy Statement Summary Stockholder Proposal

Stockholder Proposal: Independent Board Chairman The Board recommends a vote AGAINST this Proposal ●This stockholder proposal, which would require HP to amend its governance documents to require an independent Chairman of the Board, if properly presented, will be voted on at the annual meeting.   Further information beginning on page 65.

Business Overview and Performance

HP Inc. is a leading global provider of personal computing and other access devices, imaging and printing products, and related technologies, solutions, and services. We sell to individual consumers, small- and medium-sized businesses and large enterprises, including customers in the government, health, and education sectors. HP is comprised of the following businessWe have three reportable segments: Personal Systems, Printing and Corporate Investments. In fiscal 2018, HP delivered profitable growth in bothThe Personal Systems segment offers commercial and consumer desktop and notebook PCs, workstations, thin clients, commercial mobility devices, retail POS systems, displays and other related accessories, software, support, and services. The Printing segments while investing strategically to fuel growthsegment provides consumer and capture the future.commercial printer hardware, supplies, solutions and services, as well as scanning devices. Corporate Investments include HP Labs and certain business incubation and investment projects.

Our continued efforts resulted in the following accomplishments:

●—	Revenues declined only 3.6% from the prior year despite the challenges of the COVID-19 pandemic
—	Delivered revenue growth and operating margin expansion in Personal Systems, driven by innovation, demand from notebooks and focus on strategic growth areas such as Device as a Service.Service, Premium and Gaming.
●—	Executed effectively in Printing with consistent revenuegrowth in areas such as home printing and profit growth combinedInstant Ink as we continued to evolve our print business models with progress in strategic growth areas including Graphicsa drive toward services and A3 printing.a rebalance of profitability between hardware and supplies.
●	Continued the integration of Samsung Electronics Co., Ltd.’s printer business expanding our A3 product portfolio and acquired Apogee Corporation, which enhanced our ability to deliver value-added services while accelerating the deployment of our superior technology into the growing A3 contractual market.
●—	Strengthened our leadership position in 3D printing byas we continue to shift our focus toward more end-to-end solutions and higher-value applications through innovation and extending our product portfolio with the additionintroduction of full color and metals, expanding our application ecosystem, and increasing the number of repeat orders and larger scale customer deployments.molded fiber capabilities.
●—	ReturnedGenerated $4.3 billion in cash flow from operations and returned over $3.5$4.1 billion of capital to stockholders in the form of dividends and share repurchases.

The global-macroeconomic and foreign-currency environment was very challenging in fiscal 2018.2020. Nevertheless, as illustrated below for the three key financial measures used to fund our annual pay-for-performance incentive awards, we exceeded rigorousone of our three goals that reflected in our business plan. In the three years since we separated from Hewlett Packard Enterprise “HPE,” ending in fiscal 2018, our relative total shareholder return (“TSR”) performance has been in the top-quartile of the S&P 500, which attests to the rigor of our goals:

Corporate Revenue		Corporate Net Earnings		Corporate Free Cash Flow
$58.5		$3.5		7.1%
billion		billion
(as defined on page 43) compared to a target goal of $54.7 billion under our annual incentive plan.		(as defined on page 43) compared to a target goal of $3.2 billion under our annual incentive plan.		(as a percentage of revenue; as defined on page 43) compared to a target goal of 5.85% under our annual incentive plan.

GAAP Net Revenue			Adjusted Non-GAAP Net Earnings			Non-GAAP Free Cash Flow
$56.6 BILLION (as defined on page 50) compared to a target goal of $59.4 billion under our annual incentive plan.			$3.6 BILLION (as defined on page 50) compared to a target goal of $3.7 billion under our annual incentive plan.			6.9 PERCENT (as a percentage of revenue; as defined on page 50) compared to a target goal of 5.9% under our annual incentive plan.

As a company, we are delivering on our commitments to our stockholders and optimizing the business to consistently deliver long-term, sustainable andvalue. We continue to focus on profitable growth. We are continuing to grow with profitable market share in our core expansion efforts,value capture as we seek to advance our leadership position in our growth segments,Personal Systems and toPrinting and invest in future categoriesadjacencies where we can disrupt with innovation and new business models.models like Graphics and 3D & Digital Manufacturing. At the same time, we are focused on transforming the way we work by increasing productivity and taking cost out of the business. We have an incredible channel network, passionate employees and a culture committed to keep reinventing. And just as importantly, we are winning the right way with a sustainable impact framework focused on people, the planet and the communities in which we operate.

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Proxy Statement Summary

Sustainable Impact

At HP, we believe in the power of technology to enable people and communities to change the world for the better. Sustainable impact is fundamental to our strategy – fueling our innovation and growth, strengthening our business for the long term and enabling us to develop and deliver the best solutions to our customers.

Our approach covers a broad range of sustainability issues across three pillars: Planet, People and Community. We prioritize issues to address based on their relative importance to our culture, business success and sustainable development. For additional information regarding our approach to sustainability and our sustainability goals, please see our annual Sustainable Impact Report, which is available on our website.

Planet

We aim to transform our entire business to drive a more efficient, circular, and low-carbon economy, while enabling our customers to invent the future through a sustainable portfolio of products and services. We continue to make significant progress towards our goals, including:

—	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.

6   People

We champion dignity, respect and empowerment for the people with whom we work, and strive to respect human rights and embed diversity, equity and inclusion in everything we do. We are committed to doing our part to enable all people who help bring our products to market to thrive at work, at home and in their communities.

—	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.

For additional information regarding HP’s human capital management, please refer to “Our Approach to Human Capital Management” on page 32.

Community

We contribute our technology, time and resources to catalyze positive change in communities where we live, work and do business. We aim to unlock educational and economic opportunity through the power of technology and improve the vitality and resilience of our local communities.

—	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.

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Executive Compensation Philosophy

Proxy Statement Summary

Alignment with Stockholders and Compensation Best Practices

Pay-for-Performance			Corporate Governance
	The majority of target total directcompensationfor executives isperformance-basedas well asequity-basedtoalign executives’ rewards with stockholder value.			Wedo not utilize executive employment contracts for senior officers.
	Total direct compensation istargetedat or near the marketmedian.			Wedevote significant timeto management succession planning and leadership development efforts.Our COVID-19 Response
	The COVID-19 pandemic has challenged all of us—businesses large and small, local and national governments, families, and individuals—in ways few of us could have imagined. As the pandemic spread globally, we swiftly took action to support our employees, customers, partners and communities. Our employees. The unique challenges of 2020 have only underscored the importance of positioning our employees to excel. Since the onset of the COVID-19 pandemic, we have taken an integrated approach to helping our employees manage their work and personal responsibilities, with a strong focus on employee wellbeing, health and safety. In an effort to keep our employees connected, we focused our efforts in four key areas: Education, Health and Wellbeing, Family Support and Work Flexibility, and Community. As soon as COVID-19 started to take hold on a global scale, HP took swift action to protect our people in line with public health guidance—pivoting to work from home, prohibiting business travel, restricting site access, and implementing enhanced sanitization processes. In the third quarter of fiscal year 2020, we implemented a one-time work-from-home equipment reimbursement program for employees to improve their home workspaces. For those in manufacturing and other critical functions that could not transition to a remote working model, we quickly implemented safety and hygiene training and protocols, such as physical distancing, safety gear mandates, site visitor restrictions, alternate staffing shifts, and enhanced cleaning and sanitization practices, to protect the employees in our labs and manufacturing and production facilities. Actual realizedOur customers and partnerstotal direct compensation. We have taken meaningful actions to remain close to our customers and partners, including implementing a variety of relief initiatives to help them navigate their operational and financial challenges. pay positioningOur community. We are designedalso putting our resources behind efforts to fluctuatesupport local communities and to assist in the public health response. We created a Summer Scholars program that enabled university students to continue to learn and develop. We have donated millions of dollars in technology and support across Personal Systems and Printing to help students, families, and communities, including hospitals in affected areas. The role of our Board and management. The Board has been and remains highly engaged with management regarding the impact of the COVID-19 pandemic and becommensuratethe company’s response and plans. Management has regularly held informational calls with actual annualBoard members covering employees and long-term performance recognizing company-wide, business,operations, financial impact, supply chain disruptions, and individual results.			We maintain amarket-alignedseverance policy for executivesrelated legal and a conservative changeregulatory matters. Management also is engaged with the Board on identifying and addressing ongoing strategic risks and opportunities arising out of the COVID-19 pandemic. Additionally, in control policy which requires a double trigger for execution.
	Incentive awardsare heavily dependent upon our stock performance and are measured againstobjective financial metricsthat we believelinkeither directly or indirectlyresponse to the creationimpact of valuethe COVID-19 pandemic, Mr. Lores agreed to a 25% reduction in paid base salary and members of the Executive Leadership team, including the NEOs, agreed to 15% reductions in their paid base salaries, respectively, for our stockholders. In addition,the period from July 1, 2020 through October 31, 2020. The Board also approved a reduction of 25% of our targetthe annual incentives are contingent uponcash retainer paid to non-employee Directors for their service from June 1, 2020 through October 31, 2020. In response to the achievementimpact of qualitative objectives that we believe will contributethe COVID-19 pandemic, Board members have also waived their fees from additional Board meetings. HP donated these fees totaling $326,000 to our long-term success.			The HRC Committee engages anindependentcompensation consultant.
				Our compensation programsare designed to mitigate compensation-related risk (both financial and reputational) and promote long-term growth for the organizationby determining award payouts based on a wide range of performance goals.
				We maintain strongstock ownership guidelinesfor executive officers and non-employee Directors.
	Webalancegrowth, cash flow, revenue and profit objectives, as well as short- and long-term objectives toreward for overall performancethat does not over-emphasize a singular focus.			Weprohibitexecutive officers and Directors from engaging in any form ofhedgingtransaction, holding HP securities in margin accounts andpledgingstock 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 ofrelative TSRandEPSobjectives.			We conduct a robuststockholder outreachprogram throughout the year.
	We validate ourpay-for-performancerelationship on an annual basis and our HRC Committee is actively involved in the review and approval of performance goals under our incentive plans.			Wediscloseour corporate performance goals and achievements relative to these goals.
	The compensation ofpeer companiesis considered in order to ensure that pay levels for the NEOs areappropriateandcompetitive.			We do not provideexcessive perquisitesto our employees including our executive officers.
	The maximum payouts under annual incentive awards and under long-term incentives (“PARSUs”) arecapped.			We do not allow our executives toparticipate in the determination of their own compensation.Employee Relief Fund.

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Components of Compensation

Our primary focus in compensating executives is on the longer-term and performance-based elements of compensation. The table below shows our pay components, along with the role and factors for determining each pay component. The percentages are based on the average percentage among the NEOs including the CEO.

Pay Component		Role		Determination Factors
Base Salary		●Provides a fixed portionHP’s Board considers the appropriate format of the meeting on an annual cash income		●Value of rolebasis. HP’s current virtual format allows stockholders to submit questions and comments in competitive marketplace ●Value of roleour stockholder forum both before and during the meeting. We respond to all stockholder submissions received through the Company ●Skills and performance of individual comparedforum in writing on our investor relations website. The virtual meeting format allows our stockholders to the market as well as othersengage with us no matter where they live in the Company
Annual Incentive (i.e., Pay-for-Results (“PfR”))		●Providesworld and is accessible and available on any internet-connected device, be it a variable and performance-based portionphone, a tablet, or a computer. We are able to reach a base of annual cash income ●Focuses executives on annual objectivesstockholders that support the long-term strategy and creation of value		●Target awards based on competitive marketplace, level of position, skills and performance of executive ●Actual awards based on achievement against annual corporate, business unit, and individual goals as set and approved by the HRC
Paymentsis broader than just those who can travel to executives for annual PfR incentive purposes are made under the Stock Incentive Plan (the “Plan”)
Long-term Incentives		●Supports need for long-term sustained performance ●Aligns interests of executives and stockholders, reflecting the time-horizon and risk to investors ●Encourages equity ownership and stockholder alignment ●Retains key employees		●Target awards based on competitive marketplace, level of position, skills and performancean in-person meeting, particularly in light of the executive ●Actual values based on performance against corporate goals and total stockholder return (“TSR”) performance
●Restricted Stock Units (“RSUs”) ●Performance-Adjusted Restricted Stock Units (“PARSUs”)
All others:		●Supports the health and security of our executives and their ability to save on a tax-deferred basis ●Enhances executive productivity		●Competitive market practices for similar roles ●Level of executive ●Standards of best-in-class governance
●Benefits ●Perquisites ●Severance protection

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HP’s Board considers the appropriate format of the meeting on an annual basis. HP’s current virtual format allows stockholders to submit questions and comments in our stockholder forum both before and during the meeting. We respond to all stockholder submissions received through the forum in writing on our investor relations website. The virtual meeting format allows our stockholders to engage with us no matter where they live in the world, and is accessible and available on any internet-connecteddevice, be it a phone, a tablet, or a computer. We’re able to reach a base of stockholders that is broader than just those who can afford to travel to an in-person meeting.COVID-19 pandemic. The virtual meeting gives us the opportunity to respond in thoughtful detail to every question all of our stockholders may have, rather than just the limited number of questions stockholders are able to ask at in-person meetings, which are answered on the fly.All of these benefits of a virtual meeting allow our stockholders to have truly robust engagement with HP.

Questions answered during the virtual annual meeting	Total questions asked and answered before and during the annual meeting	Meeting attendance year over year

HP commits to answering every question received, in writing, within one week of the annual meeting. 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 https://hp.onlineshareholdermeeting.com
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.
Stockholders can access our pre-meeting forum, where you can submit questionsin advance of the annual meeting, by visiting our annual meeting website. All questions received, both during and prior to the meeting, are presented as submitted, uncensored and unedited with the exception ofexcept for certain personal details for data protection purposes. If we receive substantially similar questions, we will group such questions together and providedprovide a single response to avoid repetition. We will have technicians ready to assist you with any technical difficultiesyou 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)

	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	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.

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Management Proposal No.MANAGEMENT PROPOSAL NO. 1
Election of Directors			Election of Directors The Board recommends a vote FOR each Director nomineeNominee.

The Board of Directors of HP Inc. (the “Board”) currently consists of eleven (11)13 Directors. On the recommendation of the Nominating, Governance and Social Responsibility (“NGSR”) Committee, the Board has nominated the 11 persons named below for election as Directors this year, each to serve for a one-year term and until the Director’s successor is elected and qualified or, if earlier, until his or her resignation or removal. Ms. Matsuoka and Mr. Mobley are not standing for re-election at this annual meeting. As a result, Ms. Matsuoka and Mr. Mobley will each step down from the Board and the size of the Board will be reduced to 11 directors, effective at the annual meeting.

Vote Required

Each Director nominee who receives more “FOR” votes than “AGAINST” votes representing shares of HP common stock present in person or represented by proxy and entitled to be voted at the annual meeting will be elected.

If you sign your proxy or voting instruction card but do not give instructions with respect to voting for Directors, your shares will be voted by Dion J. Weisler, Steven J. FielerEnrique Lores and Kim M. Rivera,Harvey Anderson, as proxy holders.holders, FOR the election of all 11 Board nominees. If you wish to give specific instructions with respect to voting for Directors, you may do so by indicating your instructions when you vote via Internet or by telephone, or on your proxy card or voting instruction card.

Director Election Voting Standard and Resignation Policy

We have adopted a policy whereby any incumbent Director nominee who receives a greater number of votes “AGAINST” his or her election than votes “FOR” such election will tender his or her offer of resignation for consideration by the NGSR Committee. The NGSR Committee will then make a recommendation to the Board regarding the appropriate response to such an offer of resignation.

Who We Are

Overview

Our Directors bring an extraordinary wealth of skills and backgrounds to the Board. From Subra Suresh, an acclaimed scientist whose background in microfluidics gives him key understanding into the future of technologies, including 3D printing, to Stacy Brown-Philpot, former CEO of TaskRabbit, a company at the forefront of today’s personal services-oriented disruptive technology boom, and a member of the investment committee of the SB Opportunity Fund, a $100 million venture fund for outstanding Black, Latinx, and Native American company founders, our Board members are advising us based on real world experiences. Jami Miscik brings significant leadership and experience in international affairs, intelligence and risk assessment from roles in the private and public sectors, including a distinguished career at the Central Intelligence Agency. Their skills are complementary. Chip Bergh’s experience at Procter & Gamble and now Levi Strauss means he can instantly grasp the complexities of our supply chain and Richard Clemmer brings expertise in high-tech industries, including semiconductor, storage, e-commerce and software companies, from his experience at NXP Semiconductors and Agere Systems. Shumeet Banerji and Mary Anne Citrino, on the other hand, both come from financial industry careers, lending keen eyes to our financial management, risk oversight and investment strategy. Former public company CEOs Stephanie Burns and Robert Bennett lend the benefit of their experience at the helms of companies and Aida Alvarez provides a perspective from the field of government. Together, these Directors and their skills help us to keep reinventing and provide proper oversight of management’s execution of our strategy.

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Collective Skills of Our Director Nominees

Academics HP benefits from having leading academics in relevant fields sharing their expertise and Evaluating Candidatesproviding 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.

International Experience of Our Director Nominees

North America	Europe	Asia

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Collective Skills of the Director Nominees

Aida M. Alvarez

Shumeet Banerji

Robert R. Bennett

Charles V. Bergh

Stacy Brown- Philpot

Stephanie A. Burns

Mary Anne Citrino

Richard L. Clemmer

Enrique Lores

Judith Miscik

Subra Suresh

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Biographies of Director Nominees

The biographies describe each Director nominee’s qualifications and relevant experience. The biographies include key qualifications, skills, and attributes most relevant to the decision to nominate candidates to serve on the Board.

		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
		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.

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		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
		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.

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		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
		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.

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		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
		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.

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		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
		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.

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		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.

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Corporate Governance and Board of Directors

How We Are Selected

Identifying and Evaluating Candidates for Director

The NGSR Committee uses a variety of methods for identifying and evaluating nominees for Director. The NGSR Committee, in consultation with the Chairman, regularly assesses the appropriate size of the Board and whether any vacancies on the Board are expected due to retirement or otherwise. In the event thatIf vacancies are anticipated, or otherwise arise, the NGSR Committee considers various potential candidates for Director. Candidates may come to the attention of the NGSR Committee through current Board members, professional search firms, stockholders or other persons. As part of the search process for each new director, the NGSR Committee actively seeks out diverse candidates to include in the pool from which director candidates are chosen. Identified candidates are evaluated at regular or special meetings of the NGSR Committee and may be considered at any point during the year. As described above,below, the NGSR Committee considers properly submitted stockholder recommendations of candidates for the Board to be included in our proxy statement. Following verification of the stockholder status of individuals proposing candidates, recommendations are consideredcollectivelyconsidered collectively by the NGSR Committee at a regularly scheduled meeting, which is generally the first or second meeting prior to the issuance of the proxy statement for our annual meeting. If any materials are provided by a stockholder in connection with the nomination of a Director candidate, such materials are forwarded to the NGSR Committee. The NGSR Committee also reviews materials provided by professional search firms and other parties in connection with a nominee who is not proposed by a stockholder. In evaluating such nominations, the NGSR Committee seeks to achieve a balance of diverse knowledge, experience and capability on the Board. The NGSR Committee evaluates nominees recommended by stockholders using the same criteria it uses to evaluate all other candidates. In the case of Ms. Matsuoka,Miscik, a third-party professional search firm identified her as a potential director nominee.

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Table of ContentsDirector Nominees and Director Nominees’ Experience and Qualifications

The policy of the NGSR Committee is to consider properly submitted stockholder recommendations of candidates for membership on the Board as described above under “Identifying and Evaluating Candidates for Directors.” In evaluating such recommendations, the NGSR Committee seeks to achieve a balance of diverse knowledge, experience and capability on the Board and to address the membership criteria set forth below. Any stockholder recommendations submitted for consideration by the NGSR Committee should include verification ofthe stockholder status of the person submitting the recommendation and the recommended candidate’s name and qualifications for Board membership and should be addressed to:

Corporate Secretary HP Inc. 1501 Page Mill Road Palo Alto, California 94304 Fax: 650-275-9138

In addition, our Bylaws permit stockholders to nominate Directors for consideration at an annual stockholder meeting and, under certain circumstances, to include their nominees in the HP proxy statement. For a description of the process for nominating Directors in accordance with our Bylaws, see “Questions and Answers—Voting Information.”

The Board annually reviews the appropriate skills and characteristics required of Directors in the context of the current composition of the Board, our operating requirements and the long-term interests of our stockholders. The Board believes that its members should possess a variety of skills, professional experience, and backgrounds in order to effectively oversee our business. In addition, the Board believes that each Director should possess certain attributes, as reflected in the Board membership criteria described below.

Our Corporate Governance Guidelines contain the current Board membership criteria that apply to nominees recommended for a position on the Board. Under those criteria, members of the Board should:

In addition, the NGSR Committee takes into account a potential Director’s ability to contribute to the diversity of background (such as race, gender, age and cultural background) and experience represented on the Board, and it reviews its effectiveness in balancing theseconsiderationsthese considerations when assessing the composition of the Board. Although the Board uses these and other criteria as appropriate to evaluate potential nominees, it has no stated minimum criteria for nominees. Our Corporate Governance Guidelines can be found on our website athttps://investor.hp.com/governance/ governance-documents/default.aspx. In addition, our Bylaws also require that to be qualified to serve as a Director and to be eligible to be a Director nominee, each Director and Director nominee:

All members of the HP Board are provided with opportunities for in-person and remote Director education on an ongoing basis, covering a variety onof subjects relevant to HP. Recent topics have included strategy, innovation, people and culture development, best-practicesbest practices in governance and leadership, industry updates and technology trends.

The Board believes that all the nominees named belowabove are highly qualified and have the skills and experience required for effective service on the Board. The biographies describe each Director’s qualifications and relevant experience in more detail. The biographies include key qualifications, skills, and attributes most relevant toAll the decision to nominate candidates to serve on the Board.

All of the nominees named above have indicated to us that they will be available to serve as Directors. In the event that any nominee should become unavailable, the proxy holders, Dion J. Weisler, Steven J. FielerEnrique Lores and Kim M. Rivera,Harvey Anderson, will vote for a substitute nominee or nominees designated by the Board, orunless the Board may choosedecides to decrease the size of the Board. If any substitute nominees are so designated, we will file an amended proxy

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statement or leave a vacancy onadditional soliciting material that, as applicable, identifies the Board.substitute nominees, discloses that such nominees have consented to being named in the amended proxy statement or additional soliciting material and to serve as directors if elected, and includes certain biographical and other information about such nominees required by the applicable SEC rules.

There are no family relationships among our executive officers and Directors.

Annual Review/Self-Evaluation

On an annual basis at or near the end of each fiscal year, each Director completes a self-evaluation designed to gauge the health of board function and composition. Topics addressed in the self-evaluation process include individual performance, performance of all committees on which the Director served during the fiscal year, performance of the Board as a whole, areas for improvement, accessibility of management, time allocation, and quality of materials. Directors also provide us with input on key focus areas for the Board in the upcoming fiscal year.

The NGSR Committee oversees the annual self-evaluation process in conjunction with input from the independent Chairman of the Board and reviews the findings with the independent Chairman to assess board health. Each committee additionally reviews the consolidated committee self-evaluation results.

Stockholder Recommendations

The policy of the NGSR Committee is to consider properly submitted stockholder recommendations of candidates for membership on the Board as described above under the heading “Identifying and Evaluating Candidates for Directors.” In evaluating such recommendations, the NGSR Committee seeks to achieve a balance of diverse knowledge, experience and capability on the Board and to consider all applicable membership criteria. Any stockholder recommendations submitted for consideration by the NGSR Committee should include verification of the stockholder status of the person submitting the recommendation and the recommended candidate’s name and qualifications for Board membership and should be addressed to our Corporate Secretary at HP Inc., 1501 Page Mill Road, Palo Alto, California 94304.

Stockholder Nominations

In addition, our Bylaws permit stockholders to nominate Directors for consideration at an annual stockholder meeting and, under certain circumstances, to include their nominees in the HP proxy statement. For a description of the process for nominating Directors in accordance with our Bylaws, see “Questions and Answers—Voting Information.”

How We Are Organized

Current Committee Memberships

12   Name	Audit	Finance, Investment and Technology	HR and Compensation	Nominating, Governance and Social Responsibility
Independent Directors
Aida M. Alvarez			●	●
Shumeet Banerji			●
Robert R. Bennett	●
Charles “Chip” V. Bergh			●	●
Stacy Brown-Philpot	●			●
Stephanie A. Burns		●
Mary Anne Citrino		●
Richard L. Clemmer	●	●
Yoky Matsuoka*		●
Judith (“Jami”) Miscik	●			●
Stacey Mobley*			●	●
Subra Suresh	●	●
Other Directors
Enrique Lores

●

Member

Chair

Audit Committee “financial expert”

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Audit Committee

We have an Audit Committee established in accordance with the requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Audit Committee represents and assists the Board in fulfilling its responsibilities for overseeing our financial reporting processes and the audit of our financial statements. Specific duties and responsibilities of the Audit Committee include, among other things:

approving the scope of the annual independent audit, the audit fee, and other audit services; —	Academicspreparing the Audit Committee report for inclusion in the annual proxy statement; and —overseeing our financial reporting processes and the audit of our financial statements, including the integrity of our financial statements.
Disclosure Controls; Internal Controls & Procedures; Legal Compliance		—reviewing our disclosure controls and procedures, internal controls, internal audit function, and corporate policies with respect to financial information and earnings guidance; —reviewing HP’s information and technology security policies and the internal controls regarding information and technology security and cybersecurity; and —overseeing compliance with legal and regulatory requirements.
Risk Oversight		—reviewing risks facing HP benefits from having leading academics in relevant fields sharing their expertise and providing valuable guidancemanagement’s approach to addressing these risks, including significant risks or exposures relating to litigation and other proceedings and regulatory matters that may have a significant impact on research trendsour financial statements; and emerging areas of innovation. —discussing policies with respect to risk assessment and risk management.
Related Party Transactions		Disruptive Innovation—overseeing relevant related party transactions governed by applicable accounting standards (other than related-person transactions addressed by the NGSR Committee).
Annual Review/Evaluation
At HP we continually seek to reinvent	—annually reviewing the PrintAudit Committee’s charter 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.
performance.	Finance
As a Fortune 100 company with a vast financial footprint, it’s 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.
	Sustainability
Sustainability fuels HP’s innovation and growth while strengthening our business for the long term. Directors with a background and interest in cutting-edge sustainability initiatives offer important leadership as we pursue a more sustainable future.
	Technology
With our deep history of innovation, we know that design, technology and user experience add valuable and vital components to our Board dialogue.
	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.
	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.
	Engagement
Engagement with our stockholders and customers provides HP’s Directors with a unique understanding of the Company and the individuals and institutions we serve worldwide.

Our Directors bringThe Board determined that Ms. Citrino, Chair of the Audit Committee, and each of the other Audit Committee members (Mr. Bennett, Ms. Brown-Philpot, Mr. Clemmer, Ms. Miscik and Dr. Suresh) are independent within the meaning of the New York Stock Exchange (“NYSE”) and SEC standards of independence for directors and audit committee members and has satisfied the NYSE financial literacy requirements. The Board also determined that each of Mr. Bennett, Ms. Brown-Philpot, Ms. Citrino, Mr. Clemmer and Dr. Suresh is an extraordinary wealth“audit committee financial expert” as defined by the SEC rules.

The report of skills and backgrounds to the Board. From Subra Suresh, an acclaimed scientist whose background in microfluidics gives him key understanding into the future of technologies including 3D printing, to Stacy Brown-Philpot, CEO of TaskRabbit, a company at the forefront of today’s personal services-oriented disruptive technology boom, our Board members are advising us basedAudit Committee is included on real world experiences. MacArthur Fellow Yoky Matsuoka brings her leadership and research and development experiences from acclaimed academic institutions and industry leading companies. Their skills are complementary. Chip Bergh’s experience at Procter & Gamble and now Levi’s means he can instantly grasp the complexities of our supply chain while Shumeet Banerji and Mary Anne Citrino both come from financial industry careers, lending keen eyes to our financial management, risk oversight and investment strategy. Former public company CEOs Stephanie Burns and Robert Bennett lend the benefit of their experience at the helms of companies and Aida Alvarez and Stacey Mobley provide perspectives from the fields of government and corporate law, respectively. Together, these Directors and their skills help us to keep reinventing.page 40.

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Finance, Investment and Technology Committee

The Finance, Investment and Technology (“FIT”) Committee provides oversight of the finance and investment functions of HP. The FIT Committee’s responsibilities and duties include, among other things:

International Experience of our Directors

North America		Europe		AsiaTreasury Matters		Australia —reviewing or overseeing significant treasury matters such as capital structure and allocation strategy, derivative policy, global liquidity, fixed income investments, borrowings, currency exposure, dividend policy, share issuances and repurchases, and capital spending.
				M&A Transactions & Strategic Alliances		—assisting the Board in evaluating investment, acquisition, enterprise services, joint venture and divestiture transactions in which we engage as part of our business strategy from time to time and reporting and making recommendations to the Board as to scope, direction, quality, investment levels and execution of such transactions; —evaluating and revising our approval policies with respect to such transactions; —overseeing our integration planning and execution and the financial results of such transactions after integration; —evaluating the execution, financial results and integration of our completed transactions; and —overseeing and approving our strategic alliances.

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Aida Alvarez

Shumeet Banerji

Robert R. Bennett

Charles V. Bergh

Stacy Brown- Philpot

Stephanie A. Burns

Mary Anne Citrino

Yoky Matsuoka

Stacey Mobley

Subra Suresh

Dion J. Weisler

Academics

Disruptive Innovation

Engagement

Finance

Government

International Business

Operations

Robust Business Experience

Science

Strategy

Sustainability

Technology

Independent

Diversity

Tenure (including HP Co.)

3 years

8 years

6 years

4 years

4 years

4 years

4 years

<1 year

4 years

4 years

4 years

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Nominating, Governance and Social Responsibility Committee

The NGSR Committee oversees, and represents and assists the Board (and management, as applicable) in fulfilling its responsibilities relating to our corporate governance, Director nominations and elections, HP’s policies and programs relating to global citizenship and other legal, regulatory and compliance matters relating to current and emerging political, environmental, global citizenship and public policy trends. Specific duties and responsibilities of the NGSR Committee include, among other things:

Aida M. Alvarez
—	Current Role ●Chair, Latino Community Foundation (since 2003) Current Public Company Boards ●HP ●K12 Inc. Prior Public Company Boards ●MUFG Americas Holdings Corporation ●Wal-Mart Stores, Inc. Qualifications: Prior Businessdeveloping and Other Experience ●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)
Independent Director Age69 Director since2016 HP Board Committees: HRC NGSR	Other Key Qualifications The Honorable Aida Alvarez bringsrecommending to the Board a wealth of expertise in media, public affairs, finance,the criteria for identifying and government. She led important financialevaluating Director candidates and government agencies and served in the Cabinet of U.S. President William J. Clinton. 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. periodically reviewing these criteria;
	Engagement Finance Government —