HP (HPQ) Proxy Filing summary

Executive summary

• Entering fiscal year 2026, the company is focused on long-term value, with a CEO transition plan in place and a Board refreshed with four new independent directors since 2024.

• Fiscal 2025 saw steady growth, progress in AI PCs, cost discipline, and the conclusion of the Future Ready program, exceeding savings targets.

• The annual meeting is scheduled for April 16, 2026, and will be held virtually.

Voting matters and shareholder proposals

• Proposals include election of 12 directors, ratification of Ernst & Young LLP as auditor, advisory approval of executive compensation, approval of the Fifth Amended and Restated 2004 Stock Incentive Plan, and a shareholder proposal for an independent Board Chairman.

• The Board recommends voting FOR all management proposals and AGAINST the shareholder proposal.

Board of directors and corporate governance

• 11 of 12 director nominees are independent; the Board is led by an independent Chair.

• Board diversity includes seven women and four racially or ethnically diverse members.

• Average director tenure is 5.4 years; four new directors joined since 2024.

• Annual self-evaluations and ongoing refreshment ensure effective governance.

• Stockholders have rights to call special meetings and proxy access; no poison pill is in place.