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HPE Hewlett Packard Enterprise Company

Definitive proxy

Proposals to be voted on and Board voting recommendations

Proposal	Recommendation			Page
FOR			39
1						Election of directors The Nominating, Governance and Social Responsibility Committee (the “NGSR Committee”) has recommended, and our Board of Directors has nominated, 12 directors for election at the annual meeting to hold office until the 2026 annual meeting. Information regarding the skills and qualifications of each nominee can be found on pages 39 through 55.			FOR			56
2			Ratification of independent registered public accounting firm The Audit Committee has appointed, and is asking stockholders to ratify the appointment of, Ernst & Young LLP (“EY”) as the independent registered public accounting firm for fiscal 2025. Information regarding fees paid to and services rendered by EY can be found on page 56.			FOR			57
3			Approve Amendment No. 4 to the Hewlett Packard Enterprise Company 2021 Stock Incentive Plan to increase the plan’s shares available for issuance We are asking stockholders to approve Amendment No. 4 to the Hewlett Packard Enterprise Company 2021 Stock Incentive Plan to increase the plan’s shares available for issuance. Information can be found beginning on page 57.			FOR						66
4			Approve Amendment No. 1 to the Hewlett Packard Enterprise Company 2015 Employee Stock Purchase Plan to extend the plan’s duration We are asking stockholders to approve Amendment No. 1 to the Hewlett Packard Enterprise Company 2015 Employee Stock Purchase Plan to extend the plan’s duration. Information can be found beginning on page 66.			5			Advisory vote to approve executive compensation Our Board of Directors and HR and Compensation Committee (the “HRC Committee”) are committed to excellence in corporate governance and to executive compensation programs that align the interests of our executives with those of our stockholders. Information regarding our programs can be found beginning on page 70.						FOR			70
AGAINST			72
6						Stockholder proposal entitled: “Transparency in Lobbying” We received a stockholder proposal seeking to have us provide a report on certain lobbying activities, expenditures, and policies, and, if properly presented, the proposal will be voted on at the annual meeting. Information can be found beginning on page 72.

12 Feb 25

4:15pm

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