Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
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(b) On February 17, 2021, Yoky Matsuoka informed HP Inc.’s (the “Company”) Board of Directors (the “Board”) that, for personal reasons, she does not intend to stand for re-election as a Director at the Company’s next annual
meeting of stockholders (the “Annual Meeting”), which is expected to be held in April 2021. Ms. Matsuoka will complete her current term as a Director, which expires at the Annual Meeting.
On February 16, 2021, Stacey Mobley informed the Board that, for personal reasons, he does not intend to stand for re-election as a Director at the
Annual Meeting. Mr. Mobley will complete his current term as a Director, which expires at the Annual Meeting.
The Board and management team supports the personal decisions of Ms. Matsuoka and Mr. Mobley and thanks them both for their years of service and the guidance they
have provided during their tenure.
(c) On February 17, 2021, the Company announced that Marie Myers, currently serving as acting Chief Financial Officer of the Company, has been named Chief Financial Officer of the Company, effective February 17, 2021. Ms. Myers, 52, has served as acting Chief Financial Officer since October 2020 and as Chief Transformation
Officer since June 2020. Previously she served as Chief Digital Officer from March 2020 to June 2020. Prior to rejoining the Company, she was the Chief Financial Officer of UiPath, a robotic process automation company, from December 2018 to
December 2019. Prior to UiPath, Ms. Myers served as Global Controller from December 2015 to December 2018 and finance lead during the separation of Hewlett-Packard Company into HP and Hewlett Packard Enterprise Company from October 2014 to
August 2015, in addition to other finance-related roles at Hewlett-Packard Company.
In connection with her appointment, and effective February 17, 2021, Ms. Myers will
receive an annual base salary of $700,000, a target annual cash bonus under the Company’s Pay-For-Results program of 135% of her annual base salary, and other customary benefits, including annual equity grants, that are generally available to the
Company’s other senior executives. In addition, Ms. Myers has been awarded a one-time equity award with a February 17, 2021 grant date fair value of $1,000,000, consisting of restricted stock units that vest ratably over three years, beginning
on the first anniversary of the grant date. If Ms. Myers is terminated by the Company without cause, she will be eligible to receive severance benefits
provided under the Severance and Long-Term Incentive Change in Control Plan for Executive Officers, as described in the Company’s proxy statement filed with the Securities and Exchange Commission on April 13, 2020.