HP Inc. (NYSE: HPQ) today confirmed that Xerox Holdings Corporation
has announced its intent to nominate 11 candidates to stand for
election to the Company’s Board of Directors at the HP’s 2020
Annual Meeting of Stockholders (the “2020 Annual Meeting”). Xerox
has previously submitted an unsolicited proposal to acquire HP,
that the HP Board unanimously rejected.
HP issued the following statement:
We believe these nominations are a self-serving tactic by Xerox
to advance its proposal, that significantly undervalues HP and
creates meaningful risk to the detriment of HP shareholders.
The HP Board of Directors is committed to serving the best
interests of all HP shareholders and to pursuing the most
value-creating path. Value creation for HP shareholders is not
dependent on a Xerox combination. There are numerous opportunities
available to HP to drive sustainable long-term value. These include
the execution of HP’s strategic plan, and the deployment of its
strong balance sheet for increased share repurchases of its
significantly undervalued stock, and for value-creating M&A.
Xerox’s proposed transaction attempts to use HP’s financial
capacities for the benefit of Xerox shareholders.
We believe that Xerox’s proposal and nominations are being
driven by Carl Icahn, and his large ownership position in Xerox
means that his interests are not aligned with those of other HP
shareholders. Due to Mr. Icahn’s ownership position, he would
disproportionately benefit from an acquisition of HP by Xerox at a
price that undervalues HP.
Mr. Icahn has meaningful influence over Xerox and its Board of
Directors given this ownership position; the role he played in the
appointment of Xerox’s current CEO, who is a former Icahn
consultant; and the ties Mr. Icahn has to members of the Xerox
Board, including Xerox’s Chairman, an Icahn employee.
The HP Board is unwavering in its commitment to HP shareholders
and will continue to take all appropriate actions to advance and
protect HP shareholders’ best interests.
About HP’s Board of DirectorsHP benefits from
an independent Board, including an independent Chairman and 10 of
12 independent directors, with the remaining members being the
Company’s current and former CEOs.
HP’s Board includes world-class directors who bring relevant
skills and proven experience in advancing HP’s strategy across
personal systems, print and 3D, and driving sustainable, profitable
growth and value creation. This expertise includes:
- Developing and implementing cost cutting plans to support both
profitable growth and brand competitiveness in global markets as
demonstrated by HP’s performance over the past three years, which
includes $10.5 billion in revenue growth and $12.9 billion in
cumulative cash flow from operations;
- Evaluating and executing strategic mergers and acquisitions,
including successfully overseeing complex integrations, including
the Samsung printing business consolidation transaction;
- Assessing capital allocation opportunities to maximize returns;
- Developing disruptive technology and driving innovation across
the consumer and enterprise technology landscape; and
- Serving in executive leadership and corporate operating and
strategic development roles for other large, global companies,
including six current or former CEOs.
HP’s highly qualified directors also have experience in finance
and accounting; government and public affairs; scientific research,
product development and issues management; corporate governance;
and international business in key regions where HP operates around
the world. The HP Board will review the proposed Xerox nominees,
and respond in due course. Additional information regarding the HP
Board and its recommended slate of director nominees will be
presented in the Company’s definitive proxy statement and other
materials, to be filed with the U.S. Securities and Exchange
Commission and mailed to all shareholders eligible to vote at the
2020 Annual Meeting. The date of the 2020 Annual Meeting has not
yet been announced. HP shareholders are not required to take action
at this time.
Goldman Sachs & Co. LLC and Guggenheim Securities, LLC are
serving as financial advisors, and Wachtell, Lipton, Rosen &
Katz is legal advisor, to HP.
Forward-Looking Statements This document
contains forward-looking statements that involve risks,
uncertainties and assumptions. If the risks or uncertainties ever
materialize or the assumptions prove incorrect, the results of HP
and its consolidated subsidiaries may differ materially from those
expressed or implied by such forward-looking statements and
assumptions.
All statements other than statements of historical fact are
statements that could be deemed forward-looking statements,
including any statements of expectation or belief; any statements
relating to the plans, strategies and objectives of management for
future operations; any statements concerning the expected
development, performance, market share or competitive performance
relating to products or services; any statements regarding current
or future macroeconomic trends or events and the impact of those
trends and events on HP and its financial performance; and any
statements of assumptions underlying any of the foregoing.
Risks, uncertainties and assumptions include factors relating to
the need to address the many challenges facing HP’s businesses; the
competitive pressures faced by HP’s businesses; risks associated
with executing HP’s strategy and business model changes;
successfully innovating, developing and executing HP’s go-to-market
strategy, including online, omnichannel and contractual sales, in
an evolving distribution and reseller landscape; successfully
competing and maintaining the value proposition of HP’s products,
including supplies; the impact of macroeconomic and geopolitical
trends and events; the need to manage third-party suppliers, manage
HP’s global, multi-tier distribution network, limit potential
misuse of pricing programs by HP’s channel partners, adapt to new
or changing marketplaces and effectively deliver HP’s services;
challenges to HP’s ability to accurately forecast inventories,
demand and pricing, which may be due to HP’s multi-tiered channel,
sales of HP’s products to unauthorized resellers or unauthorized
resale of HP’s products; the protection of HP’s intellectual
property assets, including intellectual property licensed from
third parties; risks associated with HP’s international operations;
the development and transition of new products and services and the
enhancement of existing products and services to meet customer
needs and respond to emerging technological trends; the execution
and performance of contracts by HP and its suppliers, customers,
clients and partners; the hiring and retention of key employees;
integration and other risks associated with business combination
and investment transactions; the results of the restructuring
plans, including estimates and assumptions related to the cost
(including any possible disruption of HP’s business) and the
anticipated benefits of the restructuring plans; the impact of
changes in tax laws, including uncertainties related to the
interpretation and application of the Tax Cuts and Jobs Act of 2017
on HP’s tax obligations and effective tax rate; the resolution of
pending investigations, claims and disputes; and other risks that
are described in HP’s Annual Report on Form 10-K for the fiscal
year ended October 31, 2019, and HP’s other filings with the
SEC.
HP assumes no obligation and does not intend to update these
forward-looking statements. HP’s Investor Relations website at
http://investor.hp.com contains a significant amount of information
about HP, including financial and other information for investors.
HP encourages investors to visit its website from time to time, as
information is updated, and new information is posted.
Important Information
HP intends to file a proxy statement with the U.S. Securities
and Exchange Commission (the “SEC”) in connection with the
solicitation of proxies for the 2020 Annual Meeting of
Stockholders. Any definitive proxy statement and a white proxy card
will be mailed to HP’s stockholders. HP STOCKHOLDERS ARE URGED TO
READ ANY PROXY STATEMENT AND OTHER RELEVANT MATERIALS IF AND WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. These and other SEC filings made by HP may be obtained
(when available) without charge at the SEC’s website at www.sec.gov
and at the investor relations section of HP’s website at
http://www.hp.com. In addition, investors and security holders will
be able to obtain free copies of these documents from HP by
directing a request to Investor Relations, 1501 Page Mill Road,
Palo Alto, CA 94304, or by calling (650) 857-1501.
Certain Information Concerning Participants HP
and certain of its directors and executive officers may be deemed
to be participants in the solicitation of proxies under the rules
of the SEC. HP stockholders may obtain information regarding the
names, affiliations and interests of HP’s directors and executive
officers in HP’s Annual Report on Form 10-K for the year ended
October 31, 2019, which was filed with the SEC on December 12,
2019, and its proxy statement for the 2019 Annual Meeting of
Stockholders, which was filed with the SEC on February 26, 2019. To
the extent holdings of HP securities have changed since the amounts
printed in the proxy statement for the 2019 Annual Meeting, such
changes have been or will be reflected on Statements of Change in
Ownership on Form 4 filed with the SEC. These documents can be
obtained free of charge from the sources indicated above.
Additional information regarding the interests of these
participants in any proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise,
will also be included in the proxy statement to be filed by HP with
the SEC in connection with the 2020 Annual Meeting, if and when it
becomes available.
About HP Inc. HP Inc. (NYSE:
HPQ) creates technology that makes life better for everyone,
everywhere. Through our product and service portfolio of personal
systems, printers and 3D printing solutions, we engineer
experiences that amaze. More information about HP Inc. is available
at www.hp.com.
Editorial contacts
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Relationsmediarelations@hp.com
HP Inc. Investor
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