8-K
Hewlett Packard Enterprise Co (HPE)
| UNITED STATES<br><br>SECURITIES AND EXCHANGE COMMISSION<br><br>WASHINGTON, D.C. 20549 | ||||||||
|---|---|---|---|---|---|---|---|---|
| FORM | 8-K | |||||||
| CURRENT REPORT | ||||||||
| PURSUANT TO SECTION 13 OR 15(d) OF<br>THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||
| April 2, 2025 | ||||||||
| Date of Report (Date of Earliest Event Reported) | ||||||||
| HEWLETT PACKARD ENTERPRISE COMPANY | ||||||||
| (Exact name of registrant as specified in its charter) | ||||||||
| Delaware | 001-37483 | 47-3298624 | ||||||
| (State or other jurisdiction<br>of incorporation) | (Commission File Number) | (I.R.S. Employer<br>Identification No.) | 1701 East Mossy Oaks Road, | Spring, | TX | 77389 | ||
| --- | --- | --- | --- | |||||
| (Address of principal executive offices) | (Zip code) | |||||||
| (678) | 259-9860 | |||||||
| --- | --- | |||||||
| (Registrant’s telephone number, including area code) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
| Securities registered pursuant to Section 12(b) of the Exchange Act: | ||
|---|---|---|
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common stock, par value $0.01 per share | HPE | NYSE |
| 7.625% Series C Mandatory Convertible Preferred Stock, par value $0.01 per share | HPEPRC | NYSE |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| ☐ | Emerging growth company |
|---|---|
| ☐ | If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
| --- | --- |
On April 2, 2025, at the 2025 annual meeting of stockholders (the “2025 Annual Meeting”) of Hewlett Packard Enterprise Company (the “Company”), the Company's stockholders approved (1) an amendment (“Amendment No. 4”) to the Hewlett Packard Enterprise Company 2021 Stock Incentive Plan (the “SIP Plan”) to increase the number of shares of common stock reserved for issuance under the 2021 Plan by 22 million (22,000,000) shares, and (2) an amendment ("Amendment No. 1") to the Hewlett Packard Enterprise Company 2015 Employee Share Purchase Plan (the "ESP Plan") to extend the term of the ESP Plan by ten (10) years. The Company's Board of Directors approved Amendment No. 4 to the SIP Plan and Amendment No. 1 to the ESP Plan, subject to stockholder approval, on February 6, 2025.
The foregoing descriptions of Amendment No. 4 to the SIP Plan and Amendment No. 1 to the ESP Plan are qualified in their entirety by reference to Amendment No. 4 and Amendment No. 1, which are filed as Exhibits 10.1 and 10.2, respectively, to this report.
A more complete description of (i) the terms of Amendment No. 4 and the SIP Plan can be found in "Proposal no. 3: Vote to approve Amendment No. 4 to the Hewlett Packard Enterprise Company 2021 Stock Incentive Plan to increase the plan's shares available for issuance" on pages 57 to 65 of the Company's definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on February 12, 2025 (the “2025 Proxy Statement”), and (ii) the terms of Amendment No. 1 and the ESP Plan can be found in "Proposal no. 4: Vote to approve Amendment No. 1 to the Hewlett Packard Enterprise Company 2015 Employee Share Purchase Plan to extend the plan's duration" on pages 66 to 69 of the Company's 2025 Proxy Statement, which descriptions are incorporated by reference herein.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
|---|
On April 2, 2025, the Company held its 2025 Annual Meeting. At the 2025 Annual Meeting, the Company's stockholders voted on six proposals and cast their votes as described below. The proposals are described in the Company's 2025 Proxy Statement.
Proposal 1
The Company's stockholders cast their votes to elect 12 individuals to the Company's Board of Directors for the succeeding year or until their successors are duly qualified and elected as set forth below:
| Name | Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| Pamela L. Carter | 948,964,573 | 43,464,272 | 1,365,600 | 153,093,912 |
| Frank A. D'Amelio | 989,222,840 | 3,167,453 | 1,404,152 | 153,093,912 |
| Regina E. Dugan | 989,469,284 | 3,041,922 | 1,283,239 | 153,093,912 |
| Jean M. Hobby | 988,534,712 | 3,964,190 | 1,295,543 | 153,093,912 |
| Raymond J. Lane | 986,478,437 | 5,968,543 | 1,347,465 | 153,093,912 |
| Ann M. Livermore | 975,467,083 | 16,548,792 | 1,778,570 | 153,093,912 |
| Bethany J. Mayer | 958,413,078 | 34,085,578 | 1,295,789 | 153,093,912 |
| Antonio F. Neri | 988,570,084 | 3,946,941 | 1,277,420 | 153,093,912 |
| Charles H. Noski | 975,898,634 | 16,501,910 | 1,393,901 | 153,093,912 |
| Raymond E. Ozzie | 988,615,119 | 3,797,694 | 1,381,632 | 153,093,912 |
| Gary M. Reiner | 972,020,255 | 20,369,945 | 1,404,245 | 153,093,912 |
| Patricia F. Russo | 940,852,940 | 51,824,294 | 1,117,211 | 153,093,912 |
Proposal 2
The Company's stockholders cast their votes to ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending October 31, 2025 as set forth below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 1,118,842,324 | 26,571,929 | 1,474,104 | — |
Proposal 3
The Company's stockholders cast their votes to approve Amendment No. 4 to the Hewlett Packard Enterprise Company 2021 Stock Incentive Plan, as set forth below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 695,894,511 | 295,039,360 | 2,860,574 | 153,093,912 |
Proposal 4
The Company's stockholders cast their votes to approve Amendment No. 1 to the Hewlett Packard Enterprise Company 2015 Employee Stock Purchase Plan, as set forth below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 985,703,599 | 6,804,649 | 1,286,197 | 153,093,912 |
Proposal 5
The Company's stockholders cast their votes with respect to the advisory vote to approve executive compensation as set forth below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 886,480,847 | 104,459,232 | 2,854,366 | 153,093,912 |
Proposal 6
The Company's stockholders cast their votes with respect to the stockholder proposal entitled: "Transparency in Lobbying", as set forth below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |
|---|---|---|---|---|
| 213,898,665 | 773,254,199 | 6,641,581 | 153,093,912 | |
| Item 9.01 | Financial Statements and Exhibits. | |||
| --- | --- | Exhibit Number | Description | |
| --- | --- | |||
| 10.1 | Amendment No. 4 to the Hewlett Packard Enterprise Company 2021 Stock Incentive Plan | |||
| 10.2 | Amendment No. 1 to the Hewlett Packard Enterprise Company 2015 Employee Share Purchase Plan | |||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||
| SIGNATURE | ||||
| --- | --- | --- | ||
| Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized. | ||||
| HEWLETT PACKARD ENTERPRISE COMPANY | ||||
| DATE: April 4, 2025 | By: | /s/ David Antczak | ||
| Name: | David Antczak | |||
| Title: | Senior Vice President, General Counsel <br>and Corporate Secretary |
Document
Exhibit 10.1
AMENDMENT NO. 4 TO THE HEWLETT PACKARD ENTERPRISE COMPANY 2021 STOCK INCENTIVE PLAN
This Amendment No. 4 (the “Amendment”) to the Hewlett Packard Enterprise Company 2021 Stock Incentive Plan, as amended (the “Plan”) is adopted by the Board of Directors (“Board”) of Hewlett Packard Enterprise Company, a Delaware corporation (the “Company”) on February 6, 2025. This Amendment will become effective upon approval by the Company’s stockholders at the Company’s 2025 annual meeting.
WHEREAS, the Plan was adopted, upon receipt of approval by the Company’s stockholders, effective as of April 14, 2021 and was most recently amended, upon receipt of approval by the Company’s stockholders, effective as of April 10, 2024.
WHEREAS, the Board desires to further amend the Plan, subject to approval of the Company’s stockholders, to increase the number of shares of Company common stock available for issuance thereunder; and
WHEREAS, if the Company’s stockholders fail to approve this Amendment, the existing Plan shall continue in full force and effect.
NOW, THEREFORE, the Plan is hereby amended as follows:
Section 3(a) of the Plan is hereby deleted and replaced in its entirety with the following:
“3(a) Aggregate Limits. Subject to the provisions of Sections 3(b) and 15 of the Plan, the aggregate number of Shares which may be delivered under the Plan shall not exceed the sum of (i) eighty-four million (84,000,000), plus (ii) the number of remaining Shares available for grant under the Prior Plan (not subject to outstanding awards under the Prior Plan and not delivered out of the Shares reserved thereunder) as of April 14, 2021 (the “Effective Date”), plus (iii) the number of Shares that would have otherwise become available under the Prior Plan after the Effective Date pursuant to forfeiture, termination or lapse of a Prior Plan award, or satisfaction of a Prior Plan award thereunder in cash or property other than Shares (the combined total of (i), (ii) and (iii) being referred to as the “Available Shares”). The Shares subject to the Plan may be either Shares reacquired by the Company, including Shares purchased in the open market, or authorized but unissued Shares.”
Section 3(d) of the Plan is hereby deleted and replaced in its entirety with the following:
“3(d) ISO Share Limits. Subject to the provisions of Section 15 of the Plan, the aggregate number of Shares that may be subject to all Incentive Stock Options granted under the Plan is eighty-four1 million (84,000,000) Shares. Notwithstanding anything to the contrary in the Plan, the foregoing Incentive Stock Option limit shall be subject to adjustment under Section 15(a) of the Plan only to the extent that such adjustment will not affect the status of any Award’s qualification as an Incentive Stock Options under the Plan.”
Except as expressly set forth in this Amendment, all other terms and conditions of the Plan shall remain in full force and effect.
Document
Exhibit 10.2
AMENDMENT NO. 1 TO THE HEWLETT PACKARD ENTERPRISE COMPANY 2015 EMPLOYEE STOCK PURCHASE PLAN
This Amendment No. 1 (the “Amendment”) to the Hewlett Packard Enterprise Company 2015 Employee Stock Purchase Plan, as amended and restated (the “Plan”) is adopted by the Board of Directors (“Board”) of Hewlett Packard Enterprise Company, a Delaware corporation (the “Company”) on February 6, 2025. This Amendment will become effective upon approval by the Company’s stockholders at the Company’s 2025 annual meeting.
WHEREAS, the Plan was adopted, upon receipt of approval by the Company’s stockholders, effective as of October 8, 2015 and was most recently amended and restated July 18, 2018.
WHEREAS, the Board desires to further amend the Plan, subject to approval of the Company’s stockholders, to extend the term of the Plan; and
WHEREAS, if the Company’s stockholders fail to approve this Amendment, the existing Plan shall continue in full force and effect.
NOW, THEREFORE, the Plan is hereby amended as follows:
Section 13.1 of the Plan is hereby deleted and replaced in its entirety with the following:
“13.1. The Plan shall continue in effect until April 2, 2035, unless otherwise terminated earlier in accordance with Section 13.2.”
Except as expressly set forth in this Amendment, all other terms and conditions of the Plan shall remain in full force and effect.