Hewlett Packard Enterprise Company (HPE) Proxy Filing summary

Executive summary

• Annual meeting scheduled for April 1, 2026, will be held virtually, with online access and voting options for all stockholders of record as of February 2, 2026.

• Key proposals include election of 12 directors, ratification of the independent auditor, approval of an amendment to the stock incentive plan, advisory vote on executive compensation, and a stockholder proposal on discrimination in charitable support.

• Board recommends voting for all management proposals and against the stockholder proposal.

Voting matters and shareholder proposals

• 12 directors nominated for election; Board recommends voting for all nominees.

• Ratification of Ernst & Young LLP as independent auditor for fiscal 2026.

• Amendment No. 5 to the 2021 Stock Incentive Plan seeks to add 22 million shares for issuance and extend the plan to 2036.

• Advisory vote on executive compensation, with Board recommending approval.

• Stockholder proposal requests a report on discrimination in charitable support; Board recommends voting against, citing existing oversight and governance.

Board of directors and corporate governance

• Board consists of 13 directors (12 after the meeting), with 92% independence and significant diversity in gender and ethnicity.

• Board leadership is separated, with an independent Chair.

• Five standing committees: Audit, Finance and Investment, HR and Compensation, Nominating and Governance, and Technology; two ad hoc committees for integration and strategy.

• Annual board and committee evaluations, robust director succession planning, and stock ownership guidelines for directors.

• Proxy access and special meeting rights for stockholders; no poison pill or supermajority requirements.