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)
 
GRAPHIC
 
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
 


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