Additional Proxy Soliciting Materials (definitive) (defa14a)

Date : 01/23/2020 @ 10:24PM
Source : Edgar (US Regulatory)
Stock : HP Inc (HPQ)
Quote : 20.79  -1.09 (-4.98%) @ 1:00AM
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Additional Proxy Soliciting Materials (definitive) (defa14a)









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:


o Preliminary Proxy Statement
o Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o Definitive Proxy Statement
o Definitive Additional Materials
x Soliciting Material Under Rule 14a-12



(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):

x No fee required.
o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
  (1) Title of each class of securities to which transaction applies:
  (2) Aggregate number of securities to which transaction applies:
  (3) 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):
  (4) Proposed maximum aggregate value of transaction:
  (5) Total fee paid:
o Fee paid previously with preliminary materials.
o 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.
  (1) Amount previously paid:
  (2) Form, Schedule or Registration Statement No.:
  (3) Filing Party:
  (4) Date Filed:


Enrique Lores
President & CEO


Our response to Xerox director nominations


Restricted – For Internal Use Only


To All HP employees




Today, we issued a press release confirming that Xerox has announced its intent to nominate 11 candidates to stand for election to the HP Board of Directors at our 2020 Annual Meeting of stockholders.


Our public statement reaffirmed that the HP Board is committed to serving the best interests of all HP shareholders and to pursuing the most value-creating path forward. Our Board unanimously rejected Xerox’s acquisition proposal submitted last year, and the proposal remains unchanged. 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.


As you may recall, Carl Icahn is a shareholder of both HP and Xerox, and it is our belief that Xerox’s proposal is being driven by him. Given his large ownership position in Xerox, we believe his interests are not the same as other HP shareholders, and that he would disproportionately benefit from an acquisition of HP by Xerox at a price that undervalues our company.


We are confident in our business and the numerous opportunities available to HP to drive sustainable long-term value, through our strategic plan and also through the deployment of our strong balance sheet. Simply put, value creation for HP shareholders is not dependent on a Xerox combination and we will continue to take all appropriate actions to advance and protect HP shareholders’ best interests.


Our Board comprises 12 world-class directors, who bring diverse perspectives, skills and proven experience in advancing HP’s strategy across Personal Systems, Printing and 3D, and driving sustainable, profitable growth and value creation. These directors, all of whom are independent other than myself and Dion Weisler as our former CEO, have served and will continue to serve all HP shareholders.


In terms of next steps, the HP Board will review the proposed Xerox nominees and will respond in due course. HP will present details regarding the Board’s recommended slate of director nominees in our definitive proxy statement and other materials that will be filed with the U.S. Securities and Exchange Commission. These materials will be mailed to all shareholders, including employee shareholders, who are eligible to vote at the 2020 Annual Meeting.


The date of the meeting has not yet been announced. We will provide more information about the Annual Meeting and how HP shareholders can vote and support HP’s Board of Directors in our definitive proxy materials once filed.


Xerox’s actions have and will continue to create news coverage, and this is likely to continue in the coming months. Staying focused on our customers and our business priorities is the best thing you can do to help to ensure the company’s success. And we will remain committed to creating value for HP shareholders.


We will continue to keep our team informed as appropriate. Thank you for your continued hard work and dedication 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 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 and at the investor relations section of HP’s website at 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.


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