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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 September 25, 2019 Date of Report (Date of Earliest Event Reported) |
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HP Inc. |
| (Exact name of registrant as specified in its charter) |
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| DELAWARE | 1-4423 | 94-1081436 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
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| 1501 PAGE MILL ROAD, PALO ALTO, CA | 94304 |
| (Address of principal executive offices) | (Zip code) |
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| (650) 857-1501 |
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol(s)
| Name of each exchange on which registered |
Common stock, par value $0.01 per share
| HPQ | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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| Item 5.02. | | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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| | | As previously disclosed, on August 20, 2019, the Board of Directors (the “Board”) of HP Inc. (the “Company”) appointed Enrique Lores as President and Chief Executive Officer of the Company and as a member of the Board, in each case effective November 1, 2019. On September 25, 2019, the independent directors of the Board approved the compensation program for Mr. Lores to be effective upon assuming the roles as President and Chief Executive Officer. Under this compensation program, Mr. Lores will be eligible to receive an annual base salary of $1,200,000, a target annual cash bonus under the Company’s Pay-for-Results program under the Company’s Stock Incentive Plan of 200% of base salary, and other benefits, including annual equity grants, generally available to the Company’s senior executives. On December 6, 2019, Mr. Lores will receive his fiscal 2020 equity award of $11,000,000 consisting of 20% restricted stock units vesting ratably on an annual basis over three years, 20% stock options vesting ratably on an annual basis over three years and 60% performance adjusted restricted stock units. |
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| SIGNATURE |
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| Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized. |
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| | HP Inc. |
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| DATE: September 30, 2019 | By: | /s/ Ruairidh Ross |
| | Name: | Ruairidh Ross |
| | Title: | Deputy General Counsel and Assistant Secretary |
