Additional Proxy Soliciting Materials (definitive) (defa14a)
December 27 2019 - 4:02PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of
the Securities Exchange Act of 1934
Filed by the Registrant x
Filed by a Party other than the Registrant o
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Under Rule 14a-12
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HP INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s)
Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate
box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
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Form, Schedule or Registration Statement No.:
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A Message from
Enrique Lores
HP President and CEO
December 27, 2019
Dear HP
Shareholder:
We have
a clear objective: to create value for HP shareholders by providing exceptional products and services to our customers and partners.
It’s why you have chosen to invest in our company and it’s why we push ourselves each and every day to deliver for
you.
The New Year marks the start
of a new chapter in the story of HP. We are excited about our future — and eager to share that with you. I say that as
someone who has devoted the past 30 years to this business. My HP story began as a university student in Spain when a group
of HP engineers visited my school and opened my eyes to an incredible world of opportunity.
Since then, I’ve led teams across our Print, Personal Systems,
Services and Industrial businesses. In 2015, I headed the team that separated Hewlett Packard and created the company we are today.
And my enthusiasm about our future has never been greater.
We are building from a position
of strength. We are one of the world’s most iconic and trusted brands. We have highly differentiated technology and intellectual
property (IP). We have huge global scale and reach. And we have a strong leadership team and talent across the company that’s
united behind a high-performance, purpose-driven culture. As your CEO, I’m committed to leveraging these strengths to create
new sources of value in the near term and long term.
We have
powerful engines of value creation that will continue to propel us forward. And we are constantly seeking new opportunities to
drive value.
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Advancing our leadership in Personal Systems and Print.
Combined, these categories today represent a total addressable market of $485 billion. By continuing to lead with
innovation, optimizing our installed base and evolving our business models, we have tremendous opportunities to capture more
value.
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Disrupting industries by leveraging our technology and
IP in Graphics, 3D Printing and microfluidics. Collectively, these industrial businesses alone have a long-term
addressable market of more than $500 billion. As we create end-to-end applications for customers, we will create highly personalized
solutions and outcomes across a range of key industry verticals.
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Transforming the way we work. We have implemented
a new operating model that places our teams closer to our customers and partners — enabling us to meet their changing
needs. At the same time, we are undergoing a restructuring that will create an estimated $1 billion of gross, annual run-rate
savings by the end of FY 2022.
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HP AT A GLANCE1
$59B
FY 2019 REVENUES
50,000+
EMPLOYEES
27,000+
PATENTS
~250,000
CHANNEL PARTNERS
170
GEOGRAPHIES
Print
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Personal Systems
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3D Print
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I have great
confidence in our ability to deliver sustainable, superior long-term value. My confidence stems from the track record we have
established.
We have a diversified portfolio that provides multiple levers
for value creation. Since the separation of Hewlett Packard in 2015, HP has met or beaten its earnings per share outlook all 16
quarters as an independent company.
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HP is the undisputed market leader in print, with a diversified portfolio that ranks
#1 or #2 in 58 of HP’s top 61 countries. We have the strongest margins in the industry and have consistently outperformed
our peer set.
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We have reinvented our Personal Systems business, growing revenue 3% in 2019 while expanding our
operating profit margin and consistently outperforming the category. Here, our success continues to be driven by the best
innovation and execution in the industry, bar none.
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We have consistently increased the dividend each year since separation, including a 10% increase
announced in October 2019.
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We have built a very strong balance sheet that provides us with multiple ways to deploy capital,
including increased share repurchases and value-creating M&A.
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We are consistently recognized as one of the top companies in business. Last month, The Wall
Street Journal’s annual list of the world’s 250 Best-Managed Companies ranked HP #11. And in the last few weeks,
FORTUNE ranked HP #12 on its 2019 list of 100 Best Workplaces for Diversity and Newsweek ranked HP #1 on its
2020 list of America’s Most Responsible Companies.
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These results reflect the kind of company we have built. One
that is committed to delivering long-term value to our shareholders. And that’s exactly what you can continue to expect
from me and the entire HP team.
I want to thank you for your investment and I am looking forward
to our future. Because, as far as we have come as a company, I believe we have only scratched the surface of what we can achieve
with our relentless drive to innovate, create and execute.
Sincerely,
Enrique Lores
President and Chief Executive Officer
#1 or #2
HP’S DIVERSIFIED
PORTFOLIO RANKING
IN 58 OF HP’S TOP 61
COUNTRIES
3%
PERSONAL SYSTEMS
REVENUE GROWTH IN
2019
#11
WORLD’S 250 BEST-
MANAGED COMPANIES
THE WALL STREET
JOURNAL, 2019
#12
100 BEST WORKPLACES
FOR DIVERSITY
FORTUNE, 2019
#1
AMERICA’S MOST
RESPONSIBLE
COMPANIES
NEWSWEEK, 2020
1 As of October 31, 2019
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.
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.
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