UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
May 11, 2020
Date of Report (Date of Earliest Event Reported)
HP Inc.
|
| (Exact name of registrant as specified in its charter) |
Delaware
| 1-4423
| 94-1081436
|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
1501 Page Mill Road
| Palo Alto
| California
| 94304
|
| (Address of principal executive offices) | (Zip code) |
(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:
| 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
|
Preferred Share Purchase Rights
| N/A
| 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.
Explanatory Note
This Amendment No. 1 on Form 8-K/A is being filed to ensure the correct item number tags (Items 5.02 and 5.07) are reflected in the EDGAR system for the submission of the Current Report on Form 8-K filed on May 14, 2020 (the “Original Report”). No substantive changes have been made to the disclosures previously provided.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
| | (b) | On May 11, 2020, Dion J. Weisler informed the Board of Directors of HP Inc. (“HP”) that he would be stepping down as a member of the Board of Directors of HP, effective as of May 12, 2020. |
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At the 2020 Annual Meeting held on May 12, 2020, HP's stockholders voted on the five proposals outlined in HP’s revised definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 13, 2020 and cast their votes as described below.
Proposal 1
HP’s stockholders elected twelve individuals to HP’s Board of Directors for the succeeding year or until their successors are duly qualified and elected as set forth below:
| Name | | Votes For | | | Votes Withheld | | | Broker Non- Votes | |
| Aida M. Alvarez | | | 940,410,906 | | | | 136,787,740 | | | | 152,593,289 | |
| Shumeet Banerji | | | 940,802,067 | | | | 136,396,578 | | | | 152,593,289 | |
| Robert R. Bennett | | | 953,996,237 | | | | 123,202,408 | | | | 152,593,289 | |
| Charles V. Bergh | | | 942,186,353 | | | | 135,012,292 | | | | 152,593,289 | |
| Stacy Brown-Philpot | | | 944,196,208 | | | | 133,002,437 | | | | 152,593,289 | |
| Stephanie A. Burns | | | 950,936,185 | | | | 126,262,460 | | | | 152,593,289 | |
| Mary Anne Citrino | | | 937,269,436 | | | | 139,929,209 | | | | 152,593,289 | |
| Richard Clemmer | | | 981,096,784 | | | | 96,101,861 | | | | 152,593,289 | |
| Enrique Lores | | | 955,381,807 | | | | 121,816,838 | | | | 152,593,289 | |
| Yoky Matsuoka | | | 954,108,034 | | | | 123,090,611 | | | | 152,593,289 | |
| Stacey Mobley | | | 942,934,768 | | | | 134,263,877 | | | | 152,593,289 | |
| Subra Suresh | | | 953,875,484 | | | | 123,323,162 | | | | 152,593,289 | |
Proposal 2
HP’s stockholders ratified the appointment of Ernst & Young LLP as HP’s independent registered public accounting firm for the fiscal year ending October 31, 2020 as set forth below:
| Votes For | | Votes Against | | Abstentions | |
| 1,105,565,515 | | 121,582,133 | | 2,644,287 | |
Proposal 3
HP’s stockholders approved the advisory resolution to approve executive compensation as set forth below:
| Votes For | | Votes Against | | Abstentions | | Broker Non- Votes | |
| 923,602,920 | | 149,858,696 | | 3,737,030 | | 152,593,289 | |
Proposal 4
HP's stockholders approved the HP Employee Stock Purchase Plan as set forth below:
| Votes For | | Votes Against | | Abstentions | | Broker Non- Votes | |
| 986,827,121 | | 88,183,278 | | 2,188,247 | | 152,593,289 | |
Proposal 5
HP's stockholders cast their votes with respect to the stockholder proposal related to the adoption of a bylaw allowing for stockholder action by written consent as set forth below:
| Votes For | | Votes Against | | Abstentions | | Broker Non- Votes | |
| 535,581,085 | | 535,776,744 | | 5,840,817 | | 152,593,289 | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | HP INC. |
| | | |
| DATE: May 26, 2020 | By: | /s/ RUAIRIDH ROSS | |
| | Name: | Ruairidh Ross |
| | Title: | Global Head of Strategic Legal Matters and Assistant Secretary |
