Hp Inc 8-K, filed Nov 4, 2026
Hp Inc (HPQ)
8-K
2026-11-04
For: 2026-11-03
View Original
Added on
November 04, 2026
About this 8-K
Hp Inc filed this 8-K on November 4, 2026, reporting on events of November 3, 2026.
HP Inc. appointed Emma Walmsley CEO effective January 4, 2027, and appointed her to the Board. Bruce Broussard will step down as Interim CEO and become Board Chair, while Chip Bergh remains Chair until then. AI summary
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported)
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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(Address of principal executive offices)
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(Zip code)
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(650 ) 857-1501
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2).
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.
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On November 4, 2026, HP Inc. (the “Company”) announced that the Board of Directors (the “Board”) of the Company appointed Emma Walmsley as Chief Executive Officer of the Company, effective as of January 4, 2027 (the “Start Date”).
Bruce Broussard, the Company’s current Interim Chief Executive Officer, will step down from such role effective as of the end of the day on January 3, 2027. Effective as of the Start Date, Mr. Broussard will be appointed Chair of the Board and Ms.
Walmsley will be appointed to the Board. Chip Bergh will continue to serve as Chair of the Board until Mr. Broussard’s appointment on the Start Date and will continue to serve on the Board thereafter.
Prior to her appointment as Chief Executive Officer, Ms. Walmsley, age 57, served as Advisor to the Board and Chief Executive Officer of GSK plc, a global
biopharmaceutical company (“GSK”), from January 2026 until September 2026. Previously, Ms. Walmsley served as Chief Executive Officer of GSK from April 2017 until December 2025 and as a director of GSK from January 2017 until December 2025,
having previously served as Chief Executive Officer Designate from September 2016 to April 2017 and in a succession of senior leadership positions since joining GSK in 2010. Before joining GSK, Ms. Walmsley spent 17 years at L’Oréal in a variety
of roles, including senior leadership positions. Ms. Walmsley currently serves on the board of directors of Microsoft Corporation, including as a member of the Compensation Committee and the Environmental, Social and Public Policy Committee. Ms.
Walmsley was not selected as the Company’s Chief Executive Officer or appointed to the Board pursuant to any arrangement or understanding between her and any other person. Ms. Walmsley does not have any family relationship with any director or
executive officer of the Company, or person nominated or chosen by the Company to become a director or executive officer, and she has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of
Regulation S-K.
Compensation Arrangements with Emma Walmsley
On November 3, 2026, the Company entered into an offer letter (the “Offer Letter”) with Ms. Walmsley in
connection with her employment as Chief Executive Officer of the Company, effective as of the Start Date. Pursuant to the Offer Letter, Ms. Walmsley will have an annual base salary of $1,450,000 and an annual target bonus opportunity of 200% of
annual base salary, which, for fiscal year 2027, will be prorated based on her period of service during such fiscal year. Ms. Walmsley will be granted annual time-vesting
restricted stock units (“RSUs”) and performance-adjusted restricted stock units (“PARSUs”) for fiscal year 2027 with a grant
date value of $6,450,000 and target grant date value of $15,050,000, respectively, in each case on terms and conditions generally applicable to the annual RSUs and PARSUs granted to other senior executives of the Company for fiscal year 2027, which
awards will not be prorated. In addition, the Company will provide Ms. Walmsley with relocation benefits of up to $2,500,000 in support of eligible expenses incurred during her first 12 months of employment. Ms. Walmsley will also receive a
one-time inducement equity award with an aggregate grant date value of $30,000,000, consisting of (i) RSUs with a grant date value of $15,000,000, and (ii) PARSUs with a target grant date value of $15,000,000 (the “Inducement Award”). The Inducement Award will be subject to the terms of the applicable award agreements, with the RSUs vesting on the same terms and conditions generally applicable to other senior executives of the
Company and the PARSUs vesting based on terms to be approved by the Board in January 2027. The Board approved the Inducement Award in reliance on the employment inducement exemption to shareholder approval provided under Section 303A.08 of the New
York Stock Exchange Listed Company Manual.
The Company and Ms. Walmsley entered into a separate letter agreement in respect of Ms. Walmsley’s appointment as Chief Executive Officer providing for a sign-on bonus
of $2,500,000 (the “Sign-On Bonus Agreement”), subject to repayment by Ms. Walmsley on a prorated basis in the event Ms. Walmsley voluntarily terminates employment (other than following a
material breach by the Company of the terms of Ms. Walmsley’s employment offer arrangements as described herein) or if her employment is terminated for misconduct (as defined under applicable California law), in either case, prior to the 12-month
anniversary of the Start Date.
Ms. Walmsley will be eligible to participate in the Company’s Severance and Long-Term Incentive Change in Control Plan for Executive Officers (the “SPEO”) and will be eligible for two years following the Start Date (or, solely with respect to her Inducement Award, until such award has fully vested and settled) for severance payments and
benefits on terms no less favorable than those provided under the SPEO on the Start Date. Further, if the Company materially breaches the terms of Ms. Walmsley’s employment offer arrangements within two years following the Start Date (or, solely
with respect to her Inducement Award, prior to the date such award has fully vested and settled), Ms.Walmsley’s resignation of employment (following a notice and cure period in accordance with the SPEO) will be treated as a “Qualifying Termination”
for purposes of the SPEO. Ms. Walmsley will be eligible to receive employee benefits in accordance with the Company’s programs as in effect from time to time.
The foregoing description of the Offer Letter and Sign-On Bonus Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full
text of such arrangements, copies of which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K.
| Item 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On November 3, 2026, the Board adopted an amendment to the Company’s amended and restated bylaws (the “Bylaws”).
The amendment, described below, and amended and restated Bylaws are effective as of the Start Date.
The amendment to the Bylaws is solely to increase the number of authorized directorships comprising the Board from 12 to 13, in connection with Ms. Walmsley’s
appointment to the Board, effective as of the Start Date.
This summary does not purport to be complete and is qualified in its entirety by reference to the text of the Bylaws. The Bylaws are filed as Exhibit 3.1 to this
Current Report on Form 8-K and are incorporated herein by reference.
| Item 7.01 |
Regulation FD Disclosure.
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On November 4, 2026, the Company issued a news release regarding certain of the matters described in Item 5.02. A copy of the Company’s news release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and
incorporated herein by reference.
The information in Item 7.01, including the news release attached as Exhibit 99.1, shall not be deemed “filed” for purposes of
Section 18 of the Exchange Act, or incorporated by reference in any filing under the Exchange Act or the Securities Act, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01 |
Financial Statements and Exhibits.
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(d)
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Exhibits
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Exhibit Number
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Description
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Amended and Restated Bylaws of HP Inc., effective January 4, 2027.
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Offer Letter, dated November 3, 2026, by and between HP Inc. and Emma Walmsley.
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Signing Bonus Agreement, dated November 3, 2026, by and between HP Inc. and Emma Walmsley.
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HP Inc. News Release dated November 4,
2026.
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104
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Cover Page Interactive Data File, formatted in Inline XBRL.
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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.
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HP Inc.
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DATE: November 4, 2026
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By: /s/ Whitney Cox
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Name: Whitney Cox
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Title: SVP, Deputy General Counsel, Corporate and Corporate Secretary
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Exhibit 3.1
AMENDED AND RESTATED
BYLAWS
OF
HP INC.
(A Delaware Corporation)
ARTICLE I
CORPORATE OFFICES
1.1 Registered Office. The registered office of HP Inc. (“HP”) will be
fixed in the Certificate of Incorporation of HP.
1.2 Other Offices. HP may at any time establish branch or subordinate
offices at any place or places where HP is qualified to do business.
ARTICLE II
MEETINGS OF STOCKHOLDERS
2.1 Place of Meetings. Meetings of stockholders will be held at
any place within or outside the State of Delaware designated by the Board of Directors of HP (the “Board of Directors” or the “Board”). In lieu of holding a stockholders’ meeting at a designated place, the Board of Directors, in its sole
discretion, may determine that any stockholders’ meeting may be held solely by means of remote communication. In the absence of any such designation, stockholders’ meetings will be held at the principal executive office of HP.
2.2 Annual Meeting.
(a) The annual meeting of stockholders will be held each year on a date and at a time designated by the Board of Directors or
its delegate. At the meeting, directors will be elected, and any other proper business may be transacted.
(b) At an annual meeting of the stockholders, only such nominations for director will be made and only such other business will
be conducted as will have been properly brought before the meeting. To be properly brought before an annual meeting, nominations and other business must be: (i) specified in the notice of meeting (or any supplement thereto) given by or at the
direction of the Board of Directors, (ii) otherwise properly brought before the meeting by or at the direction of the Board of Directors, (iii) otherwise properly brought before the meeting by a stockholder of record at the time of giving notice provided for in these Bylaws and at the time of the annual meeting of stockholders, who is entitled to vote at the meeting and who complies with the notice procedures set forth in this Section 2.2, or
(iv) by an Eligible Stockholder pursuant to Section 2.2(h). For the avoidance of doubt, the foregoing clauses (iii) and (iv) shall be the exclusive means for a stockholder to make nominations and the foregoing clause (iii) shall be the exclusive
means for a stockholder to propose other business at an annual meeting of stockholders (other than a proposal included in HP’s proxy statement pursuant to and in compliance with Rule 14a-8 under the Securities Exchange Act of 1934 (the “1934 Act”)). All references in these Bylaws
to a “stockholder,” “stockholder of record,” or “holder” are to a record holder of shares of capital stock of HP, that is, a holder whose name
appears on the records of HP as registered owner of shares.
(c) For nominations or business (other than business brought pursuant to and in compliance with Rule 14a-8) to be properly
brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the secretary of HP and such other business must be a proper subject for stockholder action. To be timely, a stockholder’s notice
must be delivered to or mailed and received by the secretary of HP at the principal executive offices of HP not later than the close of business on the ninetieth (90th) day nor earlier than the close of business on the one hundred twentieth (120th)
day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that no annual
meeting was held in the previous year or the date of the annual meeting is more than thirty (30) days before or more than sixty (60) days after the anniversary date of the previous year’s annual meeting, notice by the stockholder to be timely must
be so received not earlier than the close of business on the one hundred twentieth (120th) day prior to the annual meeting and not later than the close of business on the later of (x) the ninetieth (90th) day prior to the annual meeting and (y) the
tenth (10th) day following the date on which public announcement of the date of such meeting is first made. For purposes of this Section 2.2, (i) a “public announcement” will mean disclosure in a press release reported by the Dow Jones News
Service, Associated Press or a comparable national news service or in a document publicly filed by HP with the Securities and Exchange Commission, or in a notice pursuant to the applicable rules of an exchange on which the securities of HP are
listed, and (ii) “close of business” will mean 6:00 p.m. local time at the principal executive offices of HP on any calendar day, whether or not the day is a business day. In no event will an adjournment, or postponement (or the public announcement
thereof) of an annual meeting of stockholders for which notice has already been given or for which a public announcement of the meeting date has already been made, commence a new time period (or extend any time period) for the giving of a
stockholder’s notice as described above. The number of nominees a stockholder may nominate for election at an annual meeting (or in the case of a stockholder giving the notice on behalf of a beneficial owner, the number of nominees a stockholder
may nominate for election at the annual meeting on behalf of the beneficial owner) shall not exceed the number of directors to be elected by stockholders generally at such annual meeting. Notwithstanding the foregoing, to be timely, a
stockholder’s notice of a nomination in accordance with the procedures set forth in paragraph (h) of this Section 2.2 must be delivered to or mailed and received by the secretary of HP at the principal executive offices of HP not later than the
close of business on the one hundred twentieth (120th) day nor earlier than the close of business on the one hundred fiftieth (150th) day prior to the first anniversary of the preceding year’s annual meeting.
(d) A stockholder’s notice to the secretary will set forth as to each matter the stockholder proposes to bring before the
annual meeting (other than a notice with respect to director nominations, which shall set forth the information, agreements and representations set forth in paragraph (f) of this Section 2.2): (i) a brief description of the business desired to be
brought before the annual meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend the Bylaws of HP, the language of the
proposed amendment), the reasons for conducting such business at the annual meeting and any material interest in such business of the stockholder and the beneficial owner (within the meaning of Section 13(d) of the 1934 Act), if any, on whose
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behalf the business is being proposed, (ii) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the business
is being proposed and any affiliate who controls either of the foregoing stockholder or beneficial owner, directly or indirectly (a “control person”): (A) the name and address, as they appear on HP’s books, of the stockholder proposing such
business, and the name and address of the beneficial owner and any control person, (B) the class and number of shares of HP which are owned of record by the stockholder, the beneficial owner and any control person as of the date of the notice, and
the stockholder’s agreement to notify HP in writing within five (5) business days after the record date for the annual meeting of the class and number of shares of HP owned of record by the stockholder, the beneficial owner and any control person
as of the record date for the meeting, and (C) a representation that the stockholder (or a qualified representative thereof) intends to appear at the meeting to propose such business, (D) a statement whether or not any such stockholder, beneficial
owner, any control person or any other participant (used herein as defined in Item 4 of Schedule 14A under the 1934 Act) will engage in a solicitation with respect to such proposal or business and, if so, the name of each participant in such
solicitation and the amount of the cost of solicitation that has been and will be borne, directly or indirectly, by each participant in such solicitation and a statement (x) as to whether or not any such stockholder, beneficial owner or any control
person intends, or is part of a group that intends, to deliver, or make available, a proxy statement and form of proxy to holders of at least the percentage of voting power of all of the shares of capital stock of HP required under applicable law
to carry the proposal or business and/or (y) whether or not any such stockholder, beneficial owner or any control person intends to otherwise solicit proxies from stockholders in support of such proposal or business, and (E) a certification
regarding whether the stockholder, beneficial owner and any control person has complied with all applicable federal, state and other legal requirements in connection with such stockholder’s, beneficial owner’s or control person’s acquisition of
shares of capital stock or other securities of HP and/or such stockholder’s, beneficial owner’s or control person’s acts or omissions as a stockholder or beneficial owner of HP, and (iii) as to the stockholder giving the notice (or, if the notice
is given on behalf of a beneficial owner on whose behalf the business is being proposed, as to the beneficial owner) and any control person: (A) the class and number of shares of HP which are beneficially owned by the stockholder or beneficial
owner and any control person as of the date of the notice, and the stockholder’s agreement to notify HP in writing within five (5) business days after the record date for the meeting of the class and number of shares of HP beneficially owned by the
stockholder or beneficial owner and any control person as of the record date for the meeting, (B) a description of any agreement, arrangement or understanding (including the identities of the parties thereto) with respect to the business between or
among the stockholder, beneficial owner, or any control person and any other person, including without limitation any agreements that would be required to be disclosed pursuant to Item 5 or Item 6 of 1934 Act Schedule 13D (regardless of whether the
requirement to file a Schedule 13D is applicable) and the stockholder’s agreement to notify HP in writing within five (5) business days after the record date for the annual meeting of any such agreement, arrangement or understanding in effect as of
the record date for the meeting, and (C) a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, hedging transactions, and borrowed or loaned shares) that has been
entered into as of the date of the stockholder’s notice by, or on behalf of, the stockholder, beneficial owner or any control person, the effect or intent of which is to mitigate loss, manage risk or benefit from changes in the share price of any
class of shares of HP, or increase or decrease the voting power of the stockholder, beneficial owner or control person with respect to shares of HP, and the stockholder’s agreement to notify HP in writing
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within five (5) business days after the record date for such meeting of any such agreement, arrangement or understanding in effect as of the
record date for the meeting.
Notwithstanding anything in these Bylaws to the contrary, no business will be conducted at any annual meeting except in
accordance with the procedures set forth in this Section 2.2. The chair of the annual meeting may determine and declare, if the facts warrant, at the meeting that business was not properly brought before the meeting and in accordance with the
provisions of this Section 2.2, and, if he or she should so determine, he or she will so declare at the meeting that any such business not properly brought before the meeting will not be transacted. Without limiting any remedy available to HP, a
stockholder may not present a proposal at a meeting of stockholders, notwithstanding that proxies or votes in respect of such proposal may have been received by HP, if such stockholder, any beneficial owner or any control person acted contrary to
any representation, certification or agreement required by this Section 2.2(d), otherwise failed to comply with this Section 2.2(d) (or with any law, rule or regulation identified herein) or provided false or misleading information to HP or if the
stockholder (or a qualified representative of the stockholder) does not appear at the annual meeting to present the proposal. For purposes of this Section 2.2, to be considered a qualified representative of the stockholder, a person must be a duly
authorized officer, manager, trustee or partner of such stockholder or authorized by a writing executed by such stockholder (or a reliable reproduction or electronic transmission of the writing) delivered to the secretary of HP at least five (5)
business days prior to the stockholder meeting by the stockholder stating that the person is authorized to act for the stockholder as proxy at the meeting of stockholders.
Notwithstanding the foregoing, in order to include information with respect to a stockholder proposal in the proxy statement
and form of proxy for an annual meeting, stockholders must provide notice as required by the regulations promulgated under the 1934 Act, and the foregoing notice requirements of this Section 2.2 will not apply to stockholders who have notified HP
of their intention to present a stockholder proposal only pursuant to and in compliance with such regulations.
(e) Only persons who are nominated in accordance with the procedures set forth in this paragraph (e) and either the following
paragraph (f) or paragraph (h) of this Section 2.2 will be eligible for election as directors. Nominations of persons for election to the Board of Directors of HP may be made at an annual meeting of stockholders, or at a special meeting of
stockholders at which directors are to be elected pursuant to the notice for such meeting, (i) by or at the direction of the Board of Directors, (ii) by any stockholder of record at the time of giving notice provided for in these Bylaws and at the
time of the stockholder meeting, who is entitled to vote in the election of directors at the meeting and who complies with the notice procedures set forth in this Section 2.2, or (iii) in the case of a stockholder-requested special meeting, by any
stockholder of record of HP pursuant to Section 2.3(b). Notwithstanding any other provision of these Bylaws, in the case of a stockholder-requested special meeting, no stockholder may nominate a person
for election to the Board of Directors or propose any other business to be considered at the meeting, except pursuant to the written request(s) delivered for such special meeting pursuant to Section 2.3(b). Any stockholder, beneficial owner or
control person directly or indirectly soliciting proxies from other stockholders shall use a proxy card color other than white, which shall be reserved for the exclusive use by the Board of Directors.
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(f) Nominations, other than those made by or at the direction of the Board of Directors, will be made pursuant to timely notice
in writing to the secretary of HP in accordance with the time periods described in paragraph (c) of this Section 2.2 in the case of an annual meeting and paragraph (c) of Section 2.3 in the case of a special meeting. Such stockholder’s notice will
set forth (i) as to each person, if any, whom the stockholder proposes to nominate for election or re-election as a director: (A) the name, age, business address and residence address of such person, (B) the principal occupation or employment of
such person, (C) the class and number of shares of HP which are owned by such person, including shares beneficially owned and shares held of record, (D) any other information relating to such person that is required to be disclosed in solicitations
of proxies for elections of directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the 1934 Act (including without limitation such person’s written consent to being named as a nominee in a proxy
statement and form of proxy relating to the meeting at which directors are to be elected and to serving as a director if elected), (E) a written statement executed by such nominee acknowledging that, as a director of such corporation, such person
will owe a fiduciary duty, under the General Corporation Law of the State of Delaware, exclusively to HP and its stockholders and, in furtherance thereof, a written representation and agreement that such person (v) is in compliance with and can
satisfy the qualifications set forth in the third paragraph of Section 3.3 and HP’s Corporate Governance Guidelines, (w) is not and will not become a party to any agreement, arrangement or understanding with, and has not given any commitment or
assurance to, any person or entity as to how such person, if elected as a director of HP, will act or vote on any issue or question that has not been disclosed to HP, (x) is not and will not become a party to any agreement, arrangement or
understanding with any person or entity other than HP with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a nominee or director that has not been disclosed to HP, (y) will
comply with all HP corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines, and any other HP policies and guidelines applicable to directors, and (z) currently intends to serve as a
director for the full term for which such person is standing for election and (F) all completed and signed questionnaires provided by HP, which will be provided within ten (10) days following a request therefor by a stockholder seeking to nominate
the nominee(s); (ii) as to the stockholder giving the notice, the beneficial owner, if any, on whose behalf the nomination is being made and any control person: (A) the name and address, as they appear on HP’s books, of the stockholder giving the
notice, and the name and address of the beneficial owner and any control person, (B) the class and number of shares of HP which are owned of record by the stockholder, the beneficial owner and any control person as of the date of the notice, and
the stockholder’s agreement to notify HP in writing within five (5) business days after the record date for the annual meeting of the class and number of shares of HP owned of record by the stockholder, the beneficial owner and any control person
as of the record date for the meeting, (C) a representation that the stockholder (or a qualified representative thereof) intends to appear at the meeting to present the nomination, (D) a statement whether or not any such stockholder, beneficial
owner, any control person or any other participant (as defined in Item 4 of Schedule 14A under the 1934 Act) will engage in a solicitation with respect to such nomination(s) and, if so, the name of each participant in such solicitation and the
amount of the cost of solicitation that has been and will be borne, directly or indirectly, by each participant in such solicitation and a statement (x) confirming that the stockholder, beneficial owner, or any control person intends, or is part of
a group that intends, to solicit the holders of shares representing at least 67% of the voting power of the shares entitled to vote on the election
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of directors in support of director nominees other than HP’s nominees in accordance with Rule 14a-19 under the 1934 Act, and/or (y) whether or not
any such stockholder, beneficial owner or any control person intends to otherwise solicit proxies from stockholders in support of such nomination, and (E) a certification regarding whether the stockholder, beneficial owner and any control person
has complied with all applicable federal, state and other legal requirements in connection with such stockholder’s, beneficial owner’s or control person’s acquisition of shares of capital stock or other securities of HP and/or such stockholder’s,
beneficial owner’s or control person’s acts or omissions as a stockholder or beneficial owner of HP, and (iii) as to the stockholder giving the notice (or, if the notice is given on behalf of a beneficial owner on whose behalf the nomination is
being made, as to the beneficial owner) and any control person: (A) the class and number of shares of HP which are beneficially owned by the stockholder or beneficial owner or any control person as of the date of the notice, and the stockholder’s
agreement to notify HP in writing within five (5) business days after the record date for the meeting of the class and number of shares of HP beneficially owned by the stockholder or beneficial owner or any control person as of the record date for
the meeting, (B) a description of any agreement, arrangement or understanding (including the identities of the parties thereto) with respect to the nomination between or among the stockholder, beneficial owner or any control person and any other
person, including without limitation any agreements that would be required to be disclosed pursuant to Item 5 or Item 6 of 1934 Act Schedule 13D (regardless of whether the requirement to file a Schedule 13D is applicable) and the stockholder’s
agreement to notify HP in writing within five (5) business days after the record date for the annual meeting of any such agreement, arrangement or understanding in effect as of the record date for the meeting, and (C) a description of any
agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the stockholder’s notice by, or on
behalf of, the stockholder, beneficial owner, or any control person the effect or intent of which is to mitigate loss, manage risk or benefit from changes in the share price of any class of shares of HP, or increase or decrease the voting power of
the stockholder, beneficial owner or control person with respect to shares of HP, and the stockholder’s agreement to notify HP in writing within five (5) business days after the record date for such meeting of any such agreement, arrangement or
understanding in effect as of the record date for the meeting. A stockholder must deliver to HP, no later than five (5) business days prior the applicable stockholder meeting, reasonable evidence that such stockholder, beneficial owner, if any,
and/or control person, if any has complied with the applicable requirements of Rule 14a-19 under the 1934 Act. At the request of the Board of Directors or the chair of the Board of Directors, if any, any person nominated by a stockholder for
election as a director will furnish to the secretary of HP that information required to be set forth in the stockholder’s notice of nomination which pertains to the nominee and such other information as HP may reasonably require to determine the
eligibility of the proposed nominee to serve as a director of HP. No person (other than those nominated by or at the direction of the Board of Directors) will be eligible for election as a director of HP unless nominated in accordance with the
procedures set forth in this paragraph (f) or Section 2.2(h).
Without limiting any remedy available to HP, a stockholder may not present nominations for director at a meeting of
stockholders (and any such nominee shall be disqualified from standing for election or re-election), notwithstanding that proxies or votes in respect of such nomination may have been received by HP, if such stockholder, any beneficial owner, any
control person or any nominee for director acted contrary to any representation, certification or agreement required
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by this Section 2.2(f), otherwise failed to comply with Section 2.2(e) or (f) (or with any law, rule or regulation identified therein) or provided
false or misleading information to HP or if the stockholder (or a qualified representative of the stockholder) does not appear at the annual or special meeting to present the nomination.
(g) The chair of the meeting may determine and declare, if the facts warrant, at the meeting that a nomination was not made in
accordance with the procedures prescribed by these Bylaws, and in such event the defective nomination will be disregarded.
(h) HP shall include in its proxy statement for an annual meeting of stockholders the name, together with the Required
Information (defined below), of any person nominated for election (the “Stockholder Nominee”) to the Board of Directors by a stockholder that satisfies, or by a group of no more than 20 stockholders that satisfy, the requirements of this Section
2.2(h) (the “Eligible Stockholder”), and who expressly elects at the time of providing the notice required by this Section 2.2(h) to have its nominee included in HP’s proxy materials pursuant to this Section 2.2(h).
For purposes of this Section 2.2(h), the “Required Information” that HP will include in its proxy statement is (i) the
information concerning the Stockholder Nominee and the Eligible Stockholder that is required to be disclosed in HP’s proxy statement by the regulations promulgated under the 1934 Act; and (ii) if the Eligible Stockholder so elects, a Statement
(defined below).
HP shall not be required to include, pursuant to this Section 2.2(h), any Stockholder Nominees in its proxy materials for any
meeting of stockholders for which the secretary of HP receives a notice that a stockholder has nominated a person for election to the Board of Directors pursuant to the advance notice requirements for stockholder nominees for director set forth in
Section 2.2(f) of these Bylaws.
The number of Stockholder Nominees (including Stockholder Nominees that were submitted by an Eligible Stockholder for inclusion
in HP’s proxy materials pursuant to this Section 2.2(h) but either are subsequently withdrawn or that the Board of Directors decides to nominate as Board of Director nominees) appearing in HP’s proxy materials with respect to an annual meeting of
stockholders shall not exceed 20% of the number of directors in office as of the last day on which notice of a nomination in accordance with the procedures set forth in this Section 2.2(h) may be delivered pursuant to Section 2.2(c) of these
Bylaws, or if such amount is not a whole number, the closest whole number below 20%. In the event that the number of Stockholder Nominees submitted by Eligible Stockholders pursuant to this Section 2.2(h) exceeds this maximum number, each Eligible
Stockholder will select one Stockholder Nominee for inclusion in HP’s proxy materials until the maximum number is reached, going in order of the amount (largest to smallest) of shares of common stock of HP each Eligible Stockholder disclosed as
owned in the written notice of the nomination submitted to HP. If the maximum number is not reached after each Eligible Stockholder has selected one Stockholder Nominee, this selection process will continue as many times as necessary, following the
same order each time, until the maximum number is reached.
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For purposes of this Section 2.2(h), an Eligible Stockholder shall be deemed to “own” only those outstanding shares of common
stock of HP as to which the stockholder and the beneficial owner, if any, on whose behalf the Stockholder Nominee is being proposed, possesses both (i) the full voting and investment rights pertaining to the shares and (ii) the full economic
interest in (including the opportunity for profit and risk of loss on) such shares; provided that the number of shares calculated in accordance with clauses (i) and (ii) shall not include any shares (x) sold by such stockholder or beneficial owner
or any of their respective affiliates in any transaction that has not been settled or closed, (y) borrowed by such stockholder or beneficial owner or any of their respective affiliates for any purposes or purchased by such stockholder or beneficial
owner or any of their respective affiliates pursuant to an agreement to resell or (z) subject to any option, warrant, forward contract, swap, contract of sale, other derivative or similar agreement entered into by such stockholder or beneficial
owner or any of their respective affiliates, whether any such instrument or agreement is to be settled with shares or with cash based on the notional amount or value of shares of outstanding common stock of HP, in any such case which instrument or
agreement has, or is intended to have, the purpose or effect of (1) reducing in any manner, to any extent or at any time in the future, such stockholder’s, beneficial owner’s, or affiliates’ full right to vote or direct the voting of any such
shares, and/or (2) hedging, offsetting or altering to any degree gain or loss arising from the full economic ownership of such shares by such stockholder, beneficial owner, or affiliate. A stockholder and beneficial owner, if any, on whose behalf
the Stockholder Nominee is proposed, shall “own” shares held in the name of a nominee or other intermediary so long as the stockholder or beneficial owner, as applicable, retains the right to instruct how the shares are voted with respect to the
election of directors and possesses the full economic interest in the shares. A stockholder’s and beneficial owner’s ownership of shares shall be deemed to continue during any period in which the stockholder or beneficial owner, as applicable, has
delegated any voting power by means of a proxy, power of attorney or other instrument or arrangement which is revocable at any time by the stockholder or beneficial owner, as applicable. The terms “owned,” “owning” and other variations of the word
“own” shall have correlative meanings.
Whether outstanding shares of the common stock of HP are “owned” for these purposes shall be determined by the Board of
Directors.
An Eligible Stockholder and the beneficial owner, if any, on whose behalf the Stockholder Nominee is being proposed must have
owned (as defined above) 3% or more of HP’s outstanding common stock continuously for at least three years (the “Required Shares”) as of both the date the written notice of the nomination is delivered to or mailed and received by HP in accordance
with Section 2.2(c) of these Bylaws and the record date for determining stockholders entitled to vote at the annual meeting. Within the time period specified in Section 2.2(c) of these Bylaws for providing notice of a nomination in accordance with
the procedures set forth in this Section 2.2(h), an Eligible Stockholder must provide the following information in writing to the secretary of HP: (i) one or more written statements from the record holder of the shares (and from each intermediary
through which the shares are or have been held during the requisite three-year holding period) verifying that, as of a date within seven calendar days prior to the date the written notice of the nomination is delivered to or mailed and received by
HP, the Eligible Stockholder and beneficial owner, if any, on whose behalf the Stockholder Nominee is proposed owns, and has owned continuously for the preceding three years, the Required Shares, and the Eligible Stockholder’s and beneficial
owner’s agreement to provide, within five (5) business days after the record date for the annual meeting, written statements from the record holder and intermediaries verifying the
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Eligible Stockholder’s and beneficial owner’s continuous ownership of the Required Shares through the record date; (ii) the information required
to be set forth in the stockholder’s notice of nomination pursuant to Section 2.2(f) of these Bylaws, together with the written consent of each Stockholder Nominee to being named in the proxy statement as a nominee and to serving as a director if
elected; (iii) a copy of the Schedule 14N that has been filed with the Securities and Exchange Commission as required by Rule 14a-18 under the 1934 Act, as may be amended; (iv) a representation that the Eligible Stockholder and the beneficial
owner, if any, on whose behalf the Stockholder Nominee is being proposed (A) acquired the Required Shares in the ordinary course of business and not with the intent to change or influence control at HP, and does not presently have such intent, (B)
has not nominated and will not nominate for election to the Board of Directors at the annual meeting any person other than the Stockholder Nominee(s) being nominated pursuant to this Section 2.2(h), (C) has not engaged and will not engage in, and
has not and will not be a “participant” in another person’s, “solicitation” within the meaning of Rule 14a-1(l) under the 1934 Act in support of the election of any individual as a director at the annual meeting other than its Stockholder Nominee
or a nominee of the Board of Directors, and (D) will not distribute to any stockholder any form of proxy for the annual meeting other than the form distributed by HP; and (v) an undertaking that the Eligible Stockholder and the beneficial owner, if
any, on whose behalf the Stockholder Nominee is proposed agrees to (A) assume all liability stemming from any legal or regulatory violation arising out of the Eligible Stockholder’s or beneficial owner’s communications with the stockholders of HP
or out of the information that the Eligible Stockholder or beneficial owner provided to HP and (B) comply with all other laws and regulations applicable to any solicitation in connection with the annual meeting.
The Eligible Stockholder may provide to the secretary of HP, at the time the information required by this Section 2.2(h) is
provided, a written statement for inclusion in HP’s proxy statement for the annual meeting, not to exceed 500 words, in support of the Stockholder Nominee’s candidacy (the “Statement”). Notwithstanding anything to the contrary contained in this
Section 2.2(h), HP may omit from its proxy materials any information or Statement that it, in good faith, believes would violate any applicable law or regulation.
Within the time period specified in Section 2.2(c) of these Bylaws for providing notice of a nomination in accordance with the
procedures set forth in this Section 2.2(h), a Stockholder Nominee must deliver to the secretary of HP a written representation and agreement that such person (i) is not and will not become a party to any agreement, arrangement or understanding
with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of HP, will act or vote on any issue or question that has not been disclosed to HP, (ii) is not and will not become a party
to any agreement, arrangement or understanding with any person or entity other than HP with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been
disclosed to HP, and (iii) will comply with all HP corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines, and any other HP policies and guidelines applicable to directors. At the request
of HP, the Stockholder Nominee must submit all completed and signed questionnaires required of HP directors and officers. HP may request such additional information as necessary to permit the Board of Directors to determine if each Stockholder
Nominee is independent under the listing standards of the principal U.S. exchange upon which the common stock of HP is listed, any applicable rules of the Securities and Exchange Commission and any publicly disclosed standards used by the Board of
Directors in determining
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and disclosing the independence of HP’s directors. If the Board of Directors determines that the Stockholder Nominee is not independent under any
of these standards, the Stockholder Nominee will not be eligible for inclusion in HP’s proxy materials.
Any Stockholder Nominee who is included in HP’s proxy materials for a particular annual meeting of stockholders but either (i)
withdraws from or becomes ineligible or unavailable for election at the annual meeting, or (ii) does not receive at least 25% of the votes cast in favor of the Stockholder Nominee’s election, will be ineligible to be a Stockholder Nominee pursuant
to this Section 2.2(h) for the next two annual meetings.
(i) Any stockholder directly or indirectly soliciting proxies from other stockholders must use a proxy card color other than
white, which shall be reserved for the exclusive use for solicitation by the Board of Directors.
(j) Notwithstanding the foregoing provisions of Sections 2.2 and 2.3, a stockholder must also comply with all applicable
requirements of the 1934 Act and the rules and regulations promulgated thereunder with respect to the matters set forth in Sections 2.2 and 2.3, and any failure to comply with such requirements shall be deemed a failure to comply with Section 2.2
or 2.3, as applicable. Nothing in the Bylaws shall be deemed to affect any rights of (i) stockholders to request inclusion of proposals in HP’s proxy statement pursuant to Rule 14a-8 under the 1934 Act; or (ii) holders of any class or series of
preferred stock to nominate and elect directors pursuant to and to the extent provided in any applicable provision of the Certificate of Incorporation.
2.3 Special Meeting.
(a) A special meeting of the stockholders may be called at any time by the Board of Directors, or by any of the following
persons with the concurrence of a majority of the Board of Directors: the chair of the Board of Directors, if any, or the chief executive officer or the secretary, but such special meetings may not be called by any other person or persons except as
provided in paragraph (b) of this Section 2.3.
(b) A special meeting of stockholders shall be called by the Board of Directors upon written request to the secretary of one or
more record holders who own (as defined below) shares of stock of HP representing in the aggregate not less than fifteen percent (15%) of the total number of shares of stock entitled to vote on the matter or matters to be brought before the
proposed special meeting. A request to the secretary shall be signed by each stockholder, or a duly authorized agent of such stockholder, requesting the special meeting and shall set forth a brief description of each matter of business desired to
be brought before the special meeting and the reasons for conducting such business at the special meeting and the information required in paragraph (d) or (f) of Section 2.2 of these Bylaws, as applicable. A special meeting requested by
stockholders shall be held at such date, time and place within or without the State of Delaware as may be fixed by the Board of Directors; provided, however, that the date of any such special meeting shall be not more than ninety (90) days after the request(s) to call the special meeting is received by the secretary from stockholders holding in the aggregate at least
the requisite number of shares entitling the stockholders to request the calling of a special meeting. Notwithstanding the foregoing, a special meeting requested by stockholders shall not be held if (i) the Board of Directors has called or calls
for an annual meeting of stockholders to be held within ninety (90) days after the secretary receives
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the request for the special meeting and the Board of Directors determines in good faith that the business of such annual meeting includes (among
any other matters properly brought before the annual meeting) an item of business that is the same or substantially similar to that specified in the request (a “similar item”); (ii) the special meeting request relates to an item of business that is
not a proper subject for stockholder action under, or that involves a violation of, applicable law; (iii) a similar item (as determined in good faith by the Board of Directors) was presented at a meeting of stockholders occurring within 120 days
preceding the earliest date of signature on the special meeting request (provided, that the removal of directors and the filling of the resulting vacancies shall be considered the same or substantially similar to the election of directors at the
preceding annual meeting of stockholders); or (iv) the special meeting request does not comply with the requirements of this Section 2.3(b). A stockholder may revoke a request for a special meeting at any time by written revocation delivered to the
secretary, and if, following such revocation, there are un-revoked requests from stockholders holding in the aggregate less than the requisite number of shares entitling the stockholders to request the calling of a special meeting, the Board of
Directors, in its discretion, may decline to call or cancel the special meeting. Business transacted at a special meeting requested by stockholders shall be limited to the matters described in the special meeting request; provided, however that nothing herein shall prohibit the Board of Directors from submitting matters to the stockholders at any special meeting
requested by stockholders.
For purposes of this Section 2.3(b), a stockholder shall be deemed to “own” only those outstanding shares of common stock of HP
as to which the stockholder possesses, as of both the date the written request for a special meeting, signed by the stockholder, is received by the secretary and the record date for determining stockholders entitled to vote at the special meeting,
both (i) the full voting and investment rights pertaining to the shares and (ii) the full economic interest in (including the opportunity for profit and risk of loss on) such shares; provided that the number of shares calculated in accordance with
clauses (i) and (ii) shall not include any shares (x) sold by such stockholder or any of its affiliates in any transaction that has not been settled or closed, (y) borrowed by such stockholder or any of its affiliates for any purposes or purchased
by such stockholder or any of its affiliates pursuant to an agreement to resell or (z) subject to any option, warrant, forward contract, swap, contract of sale, other derivative or similar agreement entered into by such stockholder or any of its
affiliates, whether any such instrument or agreement is to be settled with shares or with cash based on the notional amount or value of shares of outstanding common stock of HP, in any such case which instrument or agreement has, or is intended to
have, the purpose or effect of (1) reducing in any manner, to any extent or at any time in the future, such stockholder’s or affiliates’ full right to vote or direct the voting of any such shares, and/or (2) hedging, offsetting or altering to any
degree gain or loss arising from the full economic ownership of such shares by such stockholder or affiliate. A stockholder shall be deemed to own shares held in the name of a nominee or other intermediary so long as the stockholder retains the
right to instruct how the shares are voted with respect to the election of directors and possesses the full economic interest in the shares. A stockholder’s ownership of shares shall be deemed to continue during any period in which the stockholder
has delegated any voting power by means of a proxy, power of attorney or other instrument or arrangement which is revocable at any time by the stockholder. The terms “owned,” “owning” and other variations of the word “own” shall have correlative
meanings. Whether outstanding shares of the common stock of HP are deemed to be owned for these purposes shall be determined by the Board of Directors.
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(c) In the event a special meeting (other than a stockholder-requested special meeting) is called for the purpose of electing
one or more directors to the Board of Directors, any stockholder entitled to vote in the election of directors may nominate a person or persons (as the case may be) for election to such position(s) as specified in the notice for such meeting, if
the stockholder’s notice required by paragraph (f) of Section 2.2 shall be delivered to the secretary of HP at the principal executive offices of HP not earlier than the close of business on the one hundred twentieth (120th) day prior to the
special meeting nor later than the close of business on the later of: (i) the ninetieth (90th) day prior to the special meeting or (ii) the tenth (10th) day following the day on which public announcement is first made of the date of the special
meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall an adjournment or postponement (or the public announcement thereof) commence a new time period (or extend any time period) for the
giving of a stockholder’s notice as described above. The number of nominees a stockholder may nominate for election at a special meeting (or in the case of a stockholder giving the notice on behalf of a beneficial owner, the number of nominees a
stockholder may nominate for election at the special meeting on behalf of the beneficial owner) shall not exceed the number of directors to be elected by stockholders generally at such special meeting.
(d) Only such business will be considered at a special meeting of stockholders as will have been stated in the notice for such
meeting.
2.4 Organization. Meetings of stockholders shall be presided over
by the chair of the Board of Directors, if any, or in his or her absence by a person designated by the Board of Directors, or, in the absence of a person so designated by the Board of Directors, by the chief executive officer, or in his or her
absence by the chief financial officer, or in his or her absence by the secretary, if any, or in his or her absence by a chair chosen at the meeting by the vote of a majority in interest of the stockholders present in person or represented by proxy
and entitled to vote thereat. The secretary, or in his or her absence, an assistant secretary, or, in the absence of the secretary and all assistant secretaries, a person whom the chair of the meeting will appoint will act as secretary of the
meeting and keep a record of the proceedings thereof.
The Board of Directors will be entitled to make such rules or regulations for the conduct of meetings of stockholders as it
will deem necessary, appropriate or convenient. Subject to such rules and regulations of the Board of Directors, if any, the chair of the meeting will have the right and authority to prescribe such rules, regulations and procedures and to do all
such acts as, in the judgment of such chair, are necessary, appropriate or convenient for the proper conduct of the meeting, including, without limitation, establishing an agenda or order of business for the meeting, rules and procedures for
maintaining order at the meeting and the safety of those present, limitations on participation in such meeting to stockholders of record of HP and their duly authorized and constituted proxies, and such other persons as the chair will permit,
restrictions on entry to the meeting after the time fixed for the commencement thereof, limitations on the time allotted to questions or comments by participants, regulation of the opening and closing of the polls for balloting and matters which
are to be voted on by ballot, procedures (if any) requiring attendees to provide HP advance notice of their intent to attend the meeting and any additional attendance or other procedures or requirements for proponents submitting a proposal pursuant
to Rule 14a-8 under the 1934 Act. Unless and to the extent determined by the Board of Directors or
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the chair of the meeting, meetings of stockholders will not be required to be held in accordance with rules of parliamentary procedure.
2.5 Notice of Stockholders’ Meetings. All notices of meetings of
stockholders will be sent or otherwise given in accordance with Section 2.6 of these Bylaws not less than ten (10) nor more than sixty (60) days before the date of the meeting. The notice will specify the place (if any), date, and hour of the
meeting and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at the meeting and, in the case of a special meeting, the purpose or purposes of the meeting. Any
previously scheduled meeting of the stockholders may be postponed, and, except for meetings of stockholders called by the Board of Directors pursuant to paragraph (b) of Section 2.3 of these Bylaws (which meetings may be cancelled only on the terms
provided in paragraph (b) of Section 2.3 of these Bylaws) or if the Certificate of Incorporation otherwise provides, any meeting of the stockholders may be cancelled, by resolution of the Board of Directors upon public notice given prior to the
date previously scheduled for such meeting of stockholders.
2.6 Manner of Giving Notice; Affidavit of Notice. Notice of any
meeting of stockholders may be given by U.S. mail (postage prepaid), courier service or by electronic mail, or by other means of electronic transmission in accordance with Section 232 of the General Corporation Law of the State of Delaware. Notice
shall be deemed given in accordance with Section 232 of the General Corporation Law of the State of Delaware.
An affidavit of the mailing or other means of giving any notice of any stockholders’ meeting, executed by the secretary,
assistant secretary or any transfer agent or mailing agent of HP giving the notice, will be prima facie evidence of the giving of such notice or report.
2.7 Quorum. The holders of a majority in voting power of the stock
issued and outstanding and entitled to vote thereat, present in person or represented by proxy, will constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise required by law or the Certificate of
Incorporation. If, however, such quorum is not present or represented at any meeting of the stockholders, then either (i) the chair of the meeting or (ii) the stockholders by the affirmative vote of the holders of a majority of the voting power
stock present in person or represented by proxy at the meeting entitled to vote thereon, will have power to adjourn the meeting from time to time in accordance with Section 2.8 until a quorum is present or represented. At such adjourned meeting at
which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally noticed.
When a quorum is present at any meeting, the affirmative vote of the holders of a majority of the voting power of the
outstanding stock present in person or represented by proxy entitled to vote thereon will decide any matter properly brought before such meeting, unless (i) the matter is one upon which, by express provision of the laws of the State of Delaware or
of the Certificate of Incorporation or these Bylaws, a vote of a different number or voting by classes is required, in which case such express provision will govern and control the decision of the matter, or (ii) the matter is brought pursuant to
the rules of an exchange upon which the securities of HP are listed, in which case such rules will determine the vote required.
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If a quorum be initially present, the stockholders may continue to transact business until adjournment, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum.
2.8 Adjourned Meeting; Notice. Any meeting of stockholders, annual
or special, whether or not a quorum is present, may be adjourned for any reason from time to time by either (i) the chair of the meeting or (ii) the stockholders by the affirmative vote of the holders of a majority of the voting power of the stock
represented at the meeting, either in person or by proxy, and entitled to vote thereon. In the absence of a quorum, no other business may be transacted at that meeting except as provided in Section 2.7 of these Bylaws. When a meeting is adjourned
to another time or place (including an adjournment taken to address a technical failure to convene or continue a meeting using remote communication), notice need not be given of the adjourned meeting if the place, if any, date and time thereof, and
the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting are: (i) announced at the meeting at which the adjournment is taken; (ii) displayed, during
the time scheduled for the meeting, on the same electronic network used to enable stockholders and proxyholders to participate in the meeting by means of remote communication; or (iii) set forth in the notice of meeting given in accordance with
Section 222 of the General Corporation Law of the State of Delaware. However, if a new record date for the adjourned meeting is fixed or if the adjournment is for more than thirty (30) days, then notice of the adjourned meeting will be given.
Notice of any such adjourned meeting will be given to each stockholder of record entitled to vote at the adjourned meeting in accordance with the provisions of Sections 2.5 and 2.6 of these Bylaws. At any adjourned meeting HP may transact any
business which might have been transacted at the original meeting.
2.9 Voting. The stockholders entitled to vote at any meeting of
stockholders will be determined in accordance with the provisions of Section 2.12 of these Bylaws.
Except as may be otherwise provided in the Certificate of Incorporation, by these Bylaws or as required by law, each
stockholder will be entitled to one vote for each share of capital stock registered in such stockholder’s name on the books of HP on the record date fixed for determination of stockholders entitled to vote at such meeting.
Any stockholder entitled to vote on any matter may vote part of such stockholder’s shares in favor of the proposal and refrain
from voting part or all of such stockholder’s remaining shares or, except when the matter is the election of directors and plurality voting applies, may vote part or all of them against the proposal; but if the stockholder fails to specify the
number of shares which the stockholder is voting affirmatively, it will be conclusively presumed that the stockholder’s vote is with respect to all shares which the stockholder is entitled to vote.
2.10 Validation of Meetings; Waiver of Notice; Consent. The
transactions of any meeting of stockholders, either annual or special, however called and noticed, and wherever held, will be as valid as though they had been taken at a meeting duly held after regular call and notice, if a quorum be present either
in person or by proxy.
Attendance by a person at a meeting also will constitute a waiver of notice of and presence at that meeting, except when the
person objects at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Attendance at a meeting
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is not a waiver of any right to object to the consideration of matters required by law to be included in the notice of the meeting but not so
included, if that objection is expressly made at the meeting.
2.11 Action by Written Consent. Subject to the rights of the
holders of the shares of any series of Preferred Stock or any other class of stock or series thereof having a preference over the Common Stock as to dividends or upon liquidation, any action required or permitted to be taken by the stockholders of
HP must be effected at a duly called annual or special meeting of stockholders of HP and may not be effected by any consent in writing by such stockholders.
2.12 Record Date for Stockholder Notice; Voting; Giving Consents.
For purposes of determining the stockholders entitled to notice of any meeting or to vote thereat, the Board of Directors may fix a record date, which will not precede the date upon which the resolution fixing the record date is adopted by the
Board of Directors and will not be more than sixty (60) days nor less than ten (10) days before the date of any such meeting, and in such event only stockholders of record on the date so fixed are entitled to notice and to vote, notwithstanding any
transfer of any shares on the books of HP after the record date, except as otherwise provided in the Certificate of Incorporation, by these Bylaws, by agreement or by applicable law.
If the Board of Directors does not so fix a record date, the record date for determining stockholders entitled to notice of or
to vote at a meeting of stockholders will be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.
A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders will apply to any
adjournment of the meeting unless the Board of Directors fixes a new record date for the adjourned meeting.
The record date for any other purpose will be as provided in Section 8.1 of these Bylaws.
2.13 Proxies. Every person entitled to vote for directors, or on
any other matter, shall have the right to do so either in person or by one or more agents authorized by a written proxy, which may be in the form of a facsimile or other means of electronic transmission, signed by the person and submitted to the
secretary of HP or HP’s proxy solicitor, but no such proxy will be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A duly executed proxy will be irrevocable if it states that it is irrevocable
and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in
writing revoking the proxy or by submitting another duly executed proxy bearing a later date with the secretary.
A proxy is not revoked by the death or incapacity of the maker unless, before the vote is counted, written notice of such death
or incapacity is received by HP.
2.14 Inspectors of Election. Before any meeting of stockholders,
the Board of Directors will appoint an inspector or inspectors of election to act at the meeting or its adjournment. The number of inspectors will be either one (1) or three (3). If any person appointed as inspector fails to appear or fails or
refuses to act, then the chair of the meeting may, and upon the request of any stockholder or a stockholder’s proxy will, appoint a person to fill that vacancy.
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Such inspectors will:
(a) ascertain the number of shares outstanding and the voting power of each, the number of shares represented at the meeting
and determine the shares represented at a meeting and the validity of proxies and ballots;
(b) count all votes and ballots;
(c) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the
inspectors; and
(d) certify the determination of the number of shares represented at the meeting and the count of all votes and ballots.
The inspectors of election will perform their duties impartially, in good faith, to the best of their ability and as
expeditiously as is practical. If there are three (3) inspectors of election, the decision, act or certificate of a majority is effective in all respects as the decision, act or certificate of all. Any report or certificate made by the inspectors
of election is prima facie evidence of the facts stated therein.
2.15 Delivery to HP.
Whenever this Article II requires one or more persons (including a record or beneficial owner of stock) to deliver a document or information (other than a document authorizing another person to act for a stockholder by proxy at a meeting of
stockholders pursuant to Section 212 of the DGCL) to HP or any officer, employee or agent thereof (including any notice, request, questionnaire, revocation, representation or other document or agreement), HP shall not be required to accept
delivery of such document or information unless the document or information is in writing exclusively (and not in an electronic transmission) and delivered exclusively by hand (including, without
limitation, overnight courier service) or by certified or registered mail, return receipt requested.
2.16 Remote Communication. For the purposes of these Bylaws, if
authorized by the Board of Directors in its sole discretion, and subject to such guidelines and procedures as the Board of Directors may adopt, stockholders and proxyholders may, by means of remote communication:
(a) participate in a meeting of stockholders; and
(b) be deemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a designated place
or solely by means of remote communication, provided that (i) HP will implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder,
(ii) HP will implement reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholder, including an opportunity to read or hear the
proceedings of the meeting substantially concurrently with such proceedings, and (iii) if any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, HP or its agent will maintain a record of such
vote or other action.
ARTICLE III
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DIRECTORS
3.1 Powers. Subject to the provisions of the General Corporation
Law of the State of Delaware and to any limitations in the Certificate of Incorporation or these Bylaws relating to action required to be approved by the stockholders or by the outstanding shares, the business and affairs of HP will be managed and
will be exercised by or under the direction of the Board of Directors. In addition to the powers and authorities these Bylaws expressly confer upon them, the Board of Directors may exercise all such powers of HP and do all such lawful acts and
things as are not by the General Corporation Law of the State of Delaware or by the Certificate of Incorporation or by these Bylaws required to be exercised or done by the stockholders.
3.2 Number. The Board of Directors shall consist of a total of
thirteen (13) authorized directorships. In accordance with Section A of Article VI of the Certificate of Incorporation, the number of directors may be changed from time to time by an amendment to the Bylaws duly adopted by the stockholders or by
the Board of Directors, provided that the authorized number of directors will not be less than eight (8) nor more than seventeen (17).
3.3 Election, Qualifications and Term of Office of Directors.
Except as provided in Section 3.4 of these Bylaws, at each annual meeting of stockholders, directors elected to succeed those directors whose terms then expire will be elected for a term of office to expire at the succeeding annual meeting of
stockholders after their election, with each director to hold office until such director’s successor will have been duly elected and qualified or until his or her earlier resignation or removal.
Directors need not be stockholders unless so required by the Certificate of Incorporation or by these Bylaws, wherein other
qualifications for directors may be prescribed.
To be qualified to serve as a director of HP and to be eligible to be a nominee for election or reelection as a director of HP,
as of the date HP first mails to stockholder its notice of meeting for the meeting at which such person has been nominated for election or reelection (for purposes of this paragraph, the “notice date”), a person (i) must not have been an officer or
director of a company that is a competitor of HP within the three years preceding the notice date; (ii) must not be serving as a director at more than four other public companies as of the notice date; and (iii) must not be a named subject of a
criminal proceeding (excluding traffic violations and other minor offenses) pending as of the notice date and, within the ten years preceding such date, must not have been convicted in such a criminal proceeding. Notwithstanding the foregoing, in
the case of a director elected to fill a vacancy or newly created directorship pursuant to Section 3.4 of these Bylaws, the relevant time frames for assessing whether a nominee meets the foregoing qualifications shall be determined by reference to
the date on which such nominee is elected as a director. For purposes of clause (i) above, a “competitor” of HP is any company that is a principal competitor of HP, as determined by the Board of Directors.
Election of directors at all meetings of the stockholders at which directors are to be elected will be by ballot.
Each director shall be elected by the vote of the majority of the votes cast with respect to the nominee at any meeting for the
election of directors at which a quorum is present, provided,
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however, that the directors shall be
elected by a plurality of the shares represented in person or by proxy at any such meeting and entitled to vote on the election of directors and cast in the election of directors at any meeting of stockholders for which (i) the secretary of HP
receives a notice that a stockholder has nominated a person for election to the Board of Directors in compliance with the advance notice or proxy access requirements for stockholder nominees for director set forth in Section 2.2 of these Bylaws
and (ii) such nomination has not been withdrawn by such stockholder on or prior to the tenth (10th) day preceding the date HP first mails its notice of meeting for such meeting to the stockholders. For purposes of this Section, a majority of the
votes cast means that the number of shares voted “for” a nominee must exceed the votes cast “against” such nominee’s election.
3.4 Resignation and Vacancies. Any director may resign effective
upon giving notice in writing or by electronic transmission to the chair of the Board of Directors, if any, the chief executive officer, the secretary or the entire Board of Directors, unless the notice specifies a later time for that resignation
to become effective; provided, however, that if such notice is given by electronic transmission, such electronic transmission
must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the director. If the resignation of a director is effective at a future time, the Board of Directors,
including such resigning director, may elect a successor to take office when the resignation becomes effective. Acceptance of such resignation shall not be necessary to make it effective, unless so specified therein.
Unless otherwise provided in the Certificate of Incorporation or by these Bylaws, vacancies on the Board of Directors may be
filled by a majority of the remaining directors, even if less than a quorum, or by a sole remaining director; however, a vacancy created by the removal of a director by the vote of the stockholders or by court order may be filled only by the
affirmative vote of a majority of the voting power of shares represented and entitled to vote thereon and voting at a duly held meeting at which a quorum is present (which shares voting affirmatively also constitute a majority of the required
quorum). Each director so elected will hold office until the next annual meeting of the stockholders and until a successor has been elected and qualified or until his or her earlier resignation or removal.
Unless otherwise provided in the Certificate of Incorporation or these Bylaws:
(a) Vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all
of the stockholders having the right to vote as a single class may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director.
(b) Whenever the holders of any class or classes of stock or series thereof are entitled to elect one or more directors by the
provisions of the Certificate of Incorporation, vacancies and newly created directorships of such class or classes or series may be filled by a majority of the directors elected by such class or classes or series thereof then in office, or by a
sole remaining director so elected.
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Any directors chosen pursuant to this Section 3.4 will hold office for a term expiring at the next annual meeting of
stockholders and until such director’s successor will have been duly elected and qualified or until such director’s earlier resignation or removal.
If at any time, by reason of death or resignation or other cause, HP should have no directors in office, then any officer or
any stockholder or an executor, administrator, trustee or guardian of a stockholder, or other fiduciary entrusted with like responsibility for the person or estate of a stockholder, may call a special meeting of stockholders in accordance with the
provisions of the Certificate of Incorporation or these Bylaws, or may apply to the Court of Chancery for a decree summarily ordering an election as provided in Section 211 of the General Corporation Law of the State of Delaware.
If, at the time of filling any vacancy or any newly created directorship, the directors then in office constitute less than a
majority of the whole Board of Directors (as constituted immediately prior to any such increase), then the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent (10%) of the total number of the then
outstanding shares having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office as aforesaid, which
election will be governed by the provisions of Section 211 of the General Corporation Law of the State of Delaware as far as applicable.
3.5 Removal. Unless otherwise restricted by statute or by the
Certificate of Incorporation, any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.
3.6 Place of Meetings; Meetings by Telephone. Regular meetings of
the Board of Directors may be held at any place (if any) within or outside the State of Delaware that has been designated from time to time by resolution of the Board of Directors. In the absence of such a designation, regular meetings will be held
at any place (if any) within or outside the State of Delaware that has been designated in the notice of the meeting or, if not stated in the notice or if there is no notice, at the principal executive office of HP. Special meetings of the Board of
Directors may be held at any place (if any) within or outside the State of Delaware that has been designated in the notice of the meeting or, if not stated in the notice or if there is no notice, at the principal executive office of HP.
Any meeting, regular or special, may be held by conference telephone or other communication equipment, so long as all directors
participating in the meeting can hear one another; and all such directors shall be deemed to be present in person at the meeting.
3.7 Regular Meetings. Regular meetings of the Board of Directors
may be held without notice if the times of such meetings are fixed by the Board of Directors.
3.8 Special Meetings; Notice. Special meetings of the Board of
Directors for any purpose or purposes may be called at any time by the chair of the Board of Directors, if any, or in the absence of a chair by the lead independent director, if any, or by the chief executive officer, the secretary or a majority of
the members of the Board of Directors then in office.
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The person or persons authorized to call special meetings of the Board of Directors may fix the place (if any) and time of the
meetings. The chair of the Board of Directors, if any, the chief executive officer, secretary or any assistant secretary or their delegates will give notice of any special meeting to each director personally or by telephone, mail, express mail,
courier service, or electronic transmission, postage or charges prepaid. If the notice is by mail, such notice will be deposited in the United States mail at least four (4) days prior to the time set for such meeting. If the notice is by express
mail or courier service, such notice will be deemed adequately delivered when the notice is delivered to the overnight mail or courier service company at least twenty-four (24) hours prior to the time set for such meeting. If the notice is by
facsimile transmission, electronic mail or other means of electronic transmission, such notice will be deemed adequately delivered when the notice is transmitted a reasonable time (which need not be more than twenty-four (24) hours and may be less
depending on the circumstances) prior to the time set for such meeting. If the notice is by telephone or by hand delivery, such notice will be deemed adequately delivered when the notice is given a reasonable time (which need not be more than
twenty-four (24) hours and may be less depending on the circumstances) prior to the time set for such meeting. Any oral notice given personally or by telephone may be communicated either to the director or to a person at the office of the director
whom the person giving the notice has reason to believe will promptly communicate it to the director. If the meeting is to be held at the principal executive office of HP, the notice need not specify the place of the meeting. Moreover, a notice of
meeting need not state the purpose of such meeting, and, unless indicated in the notice thereof, any and all business may be transacted at a meeting.
3.9 Quorum. A majority of the authorized number of directors will
constitute a quorum for the transaction of business, except to fill vacancies in the Board of Directors as provided in Section 3.4 or to adjourn as provided in Section 3.11 of these Bylaws. Every act or decision done or made by a majority of the
directors present at a duly held meeting at which a quorum is present will be regarded as the act of the Board of Directors, subject to the provisions of the Certificate of Incorporation and applicable law.
3.10 Waiver of Notice. Whenever notice is required to be given
under the any provision of the General Corporation Law of the State of Delaware, the Certificate of Incorporation or the Bylaws, a written waiver, signed by director, or a waiver by electronic transmission by the person entitled to notice, whether
before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except when the director attends a meeting for the express purpose of
objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of
Directors need be specified in any written waiver of notice or any waiver by electronic transmission.
3.11 Adjournment. A majority of the directors present, whether or
not constituting a quorum, may adjourn any meeting to another time and place.
3.12 Notice of Adjournment. Notice of the time and place (if any)
of holding an adjourned meeting need not be given if announced unless the meeting is adjourned for more than twenty-four (24) hours. If the meeting is adjourned for more than twenty-four (24) hours, then notice of the time and place (if any) of the
adjourned meeting will be given before the adjourned meeting takes
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place, in the manner specified in Section 3.8 of these Bylaws, to the directors who were not present at the time of the adjournment.
3.13 Board Action by Written Consent Without a Meeting. Any action
required or permitted to be taken by the Board of Directors may be taken without a meeting, provided that all members of the Board of Directors individually or collectively provide written or electronic consent to that action; provided, however, that, if such consent is effected by electronic transmission, such electronic transmission was authorized by the
director. Such action by written consent will have the same force and effect as a unanimous vote of the Board of Directors. Such written consent and any counterparts thereof will be filed with the minutes of the proceedings of the Board of
Directors.
3.14 Organization. Meetings of the Board of Directors will be
presided over by the chair of the Board of Directors, if any. In his or her absence, the lead independent director, if any, will preside over meetings of the Board of Directors. In the absence of the chair of the Board of Directors and the lead
independent director, a majority of the directors present at the meeting, assuming a quorum, will designate a president pro tem of the meeting who, if any such person be present, will be a chair of a committee of the Board of Directors and who will
preside at the meeting. The secretary, or in his or her absence the assistant secretary, will act as secretary of the meeting, but in the absence of such persons the chair of the meeting may appoint any person to act as secretary of the meeting.
3.15 Chair of the Board of Directors. The chair of the Board of
Directors will, if present, preside, at meetings of the Board of Directors and stockholders, and may call meetings of the Board of Directors and also of the stockholders to be held, subject to the limitations prescribed by law or by these Bylaws,
at such times and at such places as the chair of the Board of Directors may deem proper. The chair of the Board of Directors will report to the Board of Directors and will exercise and perform such other duties as may from time to time be agreed
to by the Board of Directors. The Board of Directors may appoint HP’s chief executive officer to simultaneously serve as the chair of the Board of Directors, and in such case will appoint a lead independent director who will exercise and perform
such duties as may from time to time be agreed to by the Board of Directors.
3.16 Fees and Compensation of Directors. Directors and members of
committees may receive such compensation, if any, for their services and such reimbursement of expenses as may be fixed or determined by resolution of the Board of Directors. This Section 3.16 will not be construed to preclude any director from
serving HP in any other capacity as an officer, agent, employee or otherwise and receiving compensation for those services.
3.17 Executive Session. It is the intent of the Board of Directors
that the members of the Board of Directors who are not employees of HP will confer in executive session at least three (3) times per year. Such directors may confer in additional executive sessions from time to time throughout the year, as
determined by a majority of such directors. The executive sessions shall be presided over by an independent chair of the Board of Directors, if any, as determined by HP’s independence standards, or, if the chair of the Board of Directors is not
independent, by a lead independent director, selected by a majority of such independent directors, as determined by HP’s independence standards.
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ARTICLE IV
COMMITTEES
4.1 Committees of Directors. The Board of Directors may designate
one (1) or more committees, each consisting of one (1) or more directors, to serve at the pleasure of the Board of Directors. The Board of Directors may designate one (1) or more directors as alternate members of any committee, who may replace any
absent member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any committee, unless limited by resolution of the Board of Directors or any applicable laws or listing
standards, will have all the authority of the Board of Directors, but no such committee will have the power or authority to (i) approve or adopt or recommend to the stockholders any action or matter (other than the election or removal of directors)
that expressly requires the approval of the stockholders under the General Corporation Law of the State of Delaware or (ii) adopt, amend or repeal any Bylaw of HP.
4.2 Meetings and Action of Committees. Meetings and actions of
committees will be governed by, and held and taken in accordance with, the following provisions of Article III of these Bylaws: Section 3.6 (place of meetings; meetings by telephone), Section 3.7 (regular meetings), Section 3.8 (special meetings;
notice), Section 3.9 (quorum), Section 3.10 (waiver of notice), Section 3.11 (adjournment), Section 3.12 (notice of adjournment), and Section 3.13 (action by written consent), with such changes in the context of those Bylaws as are necessary to
substitute the committee and its members for the Board of Directors and its members; provided, however, that the time of
regular meetings of committees may be determined either by resolution of the Board of Directors or by resolution of the committee, that special meetings of committees may also be called by resolution of the Board of Directors, and that notice of
special meetings of committees will also be given to all alternate members, who will have the right to attend all meetings of the committee. The Board of Directors may adopt rules for the governance of any committee not inconsistent with the
provisions of these Bylaws.
4.3 Executive Committee. In the event that the Board of Directors
appoints an executive committee, such executive committee, in all cases in which specific directions to the contrary have not been given by the Board of Directors, will have and may exercise, during the intervals between the meetings of the Board
of Directors, all the powers and authority of the Board of Directors in the management of the business and affairs of HP (except as provided in Section 4.1 hereof) in such manner as the executive committee may deem in the best interests of HP.
ARTICLE V
OFFICERS
5.1 Officers. The officers of HP shall consist at a minimum of a
chief executive officer and a secretary, each of whom shall be appointed by the Board of Directors. Except as set forth in Section 5.2 of these Bylaws, the Board of Directors or the chief executive officer may appoint other officers of HP and
confer such offices and titles on any such other officers as the Board of
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Directors or the chief executive officer, as applicable, determines appropriate (“Other Officers”).
Other Officers may include, but need not be limited to, one or more presidents, executive vice presidents, senior vice presidents, and vice presidents, a controller, a treasurer, and one or more assistant controllers, assistant treasurers,
assistant secretaries, or other assistant officers, or the functional equivalent of any of the foregoing. Officers will be appointed in such manner and hold their offices for such terms as the Board of Directors (or, if appointed by the chief
executive officer, the Board of Directors or the chief executive officer) may prescribe. One person may hold any number of offices. Each officer shall hold office until their successor is elected and qualified or until such officer’s earlier
resignation or removal.
5.2 Section 16 Officers. Any person who is appointed to fill a
position or office designated by the Board of Directors as within the scope of Section 16a-1(f) of the 1934 Act (“Section 16 Officers”) shall be appointed by the Board of Directors.
Section 16 Officers will be appointed in such manner and hold their offices for such terms as the Board of Directors may prescribe. Except in the case of the chief executive officer, the compensation of any Section 16 Officer shall be determined
by the HR and Compensation Committee of the Board of Directors. The compensation of the chief executive officer shall be determined by the independent directors of the Board of Directors, acting at a meeting at which a quorum of the independent
directors is present.
5.3 Removal; Suspension; and Resignation of Officers; Vacancies.
Any officer of HP may be removed or suspended at any time at the pleasure of the Board of Directors or the chief executive officer. Any officer may resign at any time upon written or electronic notice to HP without prejudice to the rights, if any,
of HP under any contract to which the officer is a party. Such resignation shall take effect at the date of receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective. If any vacancy occurs in any office of HP the Board of Directors (or if permitted by Section 5.1 of these Bylaws, the chief executive officer) may appoint a successor to fill such vacancy for the
remainder of the unexpired term and until a successor is duly chosen and qualified.
5.4 Powers and Duties of Chief Executive Officer. The powers and
duties of the chief executive officer are:
(a) To have and provide general supervision, direction, and control of HP’s business and affairs and its officers;
(b) To call meetings of the Board of Directors to be held, subject to the limitations prescribed by law or by these Bylaws, at
such times and at such places as the chief executive officer deems proper;
(c) To affix the signature of HP to all deeds, conveyances, mortgages, leases, obligations, bonds, certificates and other
papers and instruments in writing (“Contracts”) which have been authorized by the Board of Directors or which, in the judgment of the chief executive officer, should be executed on behalf of HP;
(d) To delegate the power to affix the signature of HP to Contracts to Other Officers of HP; and
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(e) To have such other powers and be subject to such other duties as the Board of Directors may from time to time prescribe.
In case of the disability or death of the chief executive officer, the Board of Directors will meet promptly to confer the
powers of the chief executive officer on another elected officer. Until the Board of Directors takes such action, the chief financial officer will exercise all the powers and perform all the duties of the chief executive officer.
5.5 Powers and Duties of Secretary. The powers and duties of the
secretary are to affix the signature of HP to all Contracts, unless otherwise limited by the Board of Directors, the chief executive officer, an officer to whom the secretary reports, or HP policy; keep full and complete records of the proceedings
of the Board of Directors and its committees and any meetings of the stockholders; keep the seal of HP, and affix the same to all instruments which may require it; have custody of and maintain HP’s stockholder records; and to exercise such other
powers and perform such other duties as may from time to time be granted or assigned by the Board of Directors. Any action or duty required to be performed by the secretary may be performed by an assistant secretary, if one has been duly appointed.
5.6 Powers and Duties of Other Officers and Section 16 Officers.
The powers and duties of the Other Officers appointed pursuant to Section 5.1 and Section 16 Officers appointed pursuant to Section 5.2 of these Bylaws are to affix the signature of HP to all Contracts, unless otherwise limited by the Board of
Directors, the chief executive officer, an officer to whom such Other Officer or Section 16 Officer reports, or HP policy; and such other powers and duties as may be stated in these Bylaws, granted or prescribed by the Board of Directors or the
chief executive officer; and as generally pertain to their offices.
ARTICLE VI
INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES
AND OTHER AGENTS
6.1 Indemnification of Directors and Officers. HP will indemnify
and hold harmless each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit, or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of
the fact that he or she or a person of whom he or she is the legal representative is or was a director or officer of HP (or any predecessor) or is or was serving at the request of HP (or any predecessor) as a director, officer, employee or agent of
another corporation or of a partnership, joint venture, trust or other enterprise (or any predecessor of any of such entities), including service with respect to employee benefit plans maintained or sponsored by HP (or any predecessor), whether the
basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, to the fullest extent authorized by the General
Corporation Law of the State of Delaware, as the same exists or may hereafter be amended, against all expenses, liabilities and losses (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in
settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification will continue as to a person who has ceased to be a director, officer, employee or agent and will inure to the benefit of his or her heirs,
executors and
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administrators; provided, however,
that except as provided in the third paragraph of this Section 6.1, HP will indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was
authorized by the Board of Directors; and provided further, that, notwithstanding anything herein to the contrary, and except
as required by Section 145(c)(1) of the General Corporation Law of the State of Delaware, no such person shall be entitled to indemnification pursuant to this Article VI unless such person has satisfied the applicable standards of conduct set forth
in Section 145(a) or Section 145(b) of the General Corporation Law of the State of Delaware. The right to indemnification conferred in this Section 6.1 will be a contract right and, in accordance with and subject to the provisions of Section 6.4,
will include the right to be paid by HP the expenses incurred in defending any such proceeding in advance of its final disposition.
To obtain indemnification under this Section 6.1, a claimant will submit to the secretary of HP a written request, including
therein or therewith such documentation and information as is reasonably available to the claimant and is reasonably necessary to determine whether and to what extent the claimant is entitled to indemnification. Upon written request by a claimant
for indemnification pursuant to the preceding sentence, a determination, if required by applicable law, with respect to the claimant’s entitlement thereto will be made as follows: (i) if requested by the claimant, by Independent Counsel (as
hereinafter defined), or (ii) if no request is made by the claimant for a determination by Independent Counsel, (A) by the Board of Directors by a majority vote of Disinterested Directors (as hereinafter defined), even though less than a quorum or
(B) if there are no Disinterested Directors or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which will be delivered to the claimant, or (C) by a majority vote of a
committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, or (D) if a majority of the Disinterested Directors so direct, by the stockholders of HP. In the event the determination of entitlement to
indemnification is to be made by Independent Counsel at the request of the claimant, the Board of Directors will select Independent Counsel unless there has occurred within two (2) years prior to the date of the commencement of the action, suit or
proceeding for which indemnification is claimed a “Change of Control” (as hereinafter defined), in which case the claimant will select Independent Counsel unless the claimant requests that the Board of Directors makes such selection. If it is so
determined that the claimant is entitled to indemnification, HP will pay within ten (10) days after such determination.
If HP does not pay in full a claim for indemnification under this Section 6.1 or for advancement of expenses pursuant to
Section 6.4 within thirty (30) days after a written claim pursuant to the preceding paragraph of this Section 6.1 or Section 6.4, as applicable, has been received by HP, the claimant may at any time thereafter bring suit against HP to recover the
unpaid amount of the claim and, if successful in whole or in part, the claimant will be entitled to be paid also the expense of prosecuting such claim. It will be a defense to any such action (other than an action brought to enforce a claim for
expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to HP) that the claimant has not met the standard of conduct which makes it permissible under
the General Corporation Law of the State of Delaware for HP to indemnify the claimant for the amount claimed, but the burden of proving such defense will be on HP. Neither the failure of HP (including its Board of Directors, Independent Counsel or
stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the
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circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor
an actual determination by HP (including its Board of Directors, Independent Counsel or stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has
not met the applicable standard of conduct.
If a determination is made pursuant to this Section 6.1 that the claimant is entitled to indemnification, HP will be bound by
such determination in any judicial proceeding commenced pursuant to the preceding paragraph of this Section 6.1. HP will be precluded from asserting in any judicial proceeding commenced pursuant to the third paragraph of this Section 6.1 that the
procedures and presumptions of this Article VI are not valid, binding and enforceable and will stipulate in such proceeding that HP is bound by all the provisions of this Article VI.
6.2 Indemnification of Others. HP will have the power, to the
maximum extent and in the manner permitted by the General Corporation Law of the State of Delaware, to indemnify each of its employees and agents (other than present and former directors and officers, who may be, for the avoidance of doubt,
entitled to indemnification pursuant to Section 6.1 of this Article VI) against expenses (including attorneys’ fees), judgments, fines, settlements and other amounts actually and reasonably incurred or suffered in connection with any proceeding,
and to advance expenses incurred thereby in defending any proceeding (in advance of its final disposition), arising by reason of the fact that such person is or was an employee or agent of HP. For purposes of this Section 6.2, an “employee” or
“agent” of HP (other than a director or officer) includes any person (i) who is or was an employee or agent of HP, (ii) who is or was serving at the request of HP as an employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, or (iii) who was an employee or agent of a corporation which was a predecessor corporation of HP or of another enterprise at the request of such predecessor corporation. To obtain indemnification or advancement under this Section
6.2, a claimant will submit to the secretary of HP a written request, including therein or therewith such documentation and information as is reasonably available to the claimant and is reasonably necessary to determine whether and to what extent
the claimant will be granted indemnification or advancement.
6.3 Insurance. HP may purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent of HP, or is or was serving at the request of HP as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not HP would have the power to indemnify him or her against such liability under the provisions of the
General Corporation Law of the State of Delaware.
6.4 Expenses. HP will advance to any current or former director or
officer of HP, or to any person who is or was serving at the request of HP (or any predecessor) as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise (or any predecessor of
any of such entities), and may advance to any employee or agent of HP (as defined in Section 6.2), prior to the final disposition of the proceeding, all expenses reasonably incurred by any such person in connection with defending such proceeding,
upon receipt of a request therefor and an undertaking by or on behalf of such person to repay such amounts if it should be determined ultimately that such person is not entitled to be indemnified under this Article
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VI or otherwise, such advances to be paid by HP within twenty (20) days after the receipt by HP of a statement or statements from the claimant
requesting such advance or advances from time to time. Notwithstanding the foregoing, HP will not be required to advance expenses in connection with any proceeding (or part thereof) initiated by any person unless the proceeding was authorized in
advance by the Board of Directors of HP.
Notwithstanding the foregoing, HP will not advance or continue to advance expenses to any person (except by reason of the fact
that such person is or was a director of HP in which event this paragraph will not apply) in any proceeding if a determination is reasonably and promptly made (i) by the Board of Directors by a majority vote of Disinterested Directors, even though
less than a quorum (ii) if there are no Disinterested Directors or the Disinterested Directors so direct, by Independent Counsel in a written opinion or (iii) by a majority vote of a committee of Disinterested Directors designated by a majority
vote of Disinterested Directors, that the facts known to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted (x) in bad faith or (y) in a manner that such person did not
believe to be (A) in the best interest of HP or (B) not opposed to the best interests of HP.
6.5 Non-Exclusivity of Rights. The rights conferred on any person
by this Article VI will not be exclusive of any other right which such person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, Bylaws, agreement, vote of stockholders or Disinterested Directors or
otherwise, both as to action in his or her official capacity and as to action in another capacity while holding office. HP is specifically authorized to enter into individual contracts with any or all of its directors, officers, employees or agents
respecting indemnification and advances, to the fullest extent not prohibited by the General Corporation Law of the State of Delaware.
6.6 Survival of Rights. The rights conferred on any person by this
Article VI will continue as to a person who has ceased to be a director, officer, employee or other agent and will inure to the benefit of the heirs, executors and administrators of such a person.
6.7 Amendments. Any repeal or modification of this Article VI will
only be prospective and will not affect the rights under this Article VI in effect at the time of the alleged occurrence of any action or omission to act that is the cause of any proceeding against any director, officer, employee or agent of HP.
6.8 Severability. If any provision or provisions of this Article
VI will be held to be invalid, illegal or unenforceable for any reason whatsoever: (i) the validity, legality and enforceability of the remaining provisions of this Article VI (including, without limitation, each portion of any paragraph of this
Article VI containing any such provision held to be invalid, illegal or unenforceable, that is not itself held to be invalid, illegal or unenforceable) will not in any way be affected or impaired thereby; and (ii) to the fullest extent possible,
the provisions of this Article VI (including, without limitation, each such portion of any paragraph of this Article VI containing any such provision held to be invalid, illegal or unenforceable) will be construed so as to give effect to the intent
manifested by the provision held invalid, illegal or unenforceable.
6.9 Notice. Any notice, request or other communication required or
permitted to be given to HP under this Article VI will be in writing and either delivered in person or sent by confirmed
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telecopy, electronic mail, overnight mail or courier service, or certified or registered mail, postage or charges prepaid, return copy requested,
to the secretary of HP and will be effective only upon receipt by the secretary.
6.10 Definitions. For the purpose of this Article VI, a “Change of
Control” will mean:
(a) the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the 1934 Act (a
“Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of twenty percent (20%) or more of either (i) the then outstanding shares of common stock of HP (the “Outstanding Corporation Common Stock”) or (ii)
the combined voting power of the then outstanding voting securities of HP entitled to vote generally in the election of directors (the “Outstanding Corporation Voting Securities”). Notwithstanding the foregoing, for purposes of this part (a), the
following acquisitions will not constitute a Change of Control: (i) any acquisition directly from HP or any acquisition from other stockholders where (A) such acquisition was approved in advance by the Board of Directors of HP, and (B) such
acquisition would not constitute a Change of Control under the first sentence of part (a) of this definition, (ii) any acquisition by HP, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by HP or any
corporation controlled by HP, or (iv) any acquisition by any corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of the second sentence of part (a) of this definition; or
(b) individuals who, as of the date hereof, constitute the Board of Directors (the “Incumbent Board”) cease for any reason to
constitute at least a majority of the Board of Directors; provided, however, that any individual becoming a director
subsequent to the date hereof whose election, or nomination for election by the stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board will be considered as though such individual were a
member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other
actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors; or
(c) consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the
assets of HP (a “Business Combination”), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Corporation Common
Stock and Outstanding HP Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of, respectively, the then outstanding shares of common stock and the combined voting
power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of HP resulting from such Business Combination (including, without limitation, a corporation which as a result of such
transaction owns HP or all or substantially all of HP’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding HP
Common Stock and Outstanding HP Voting Securities, as the case may be, (ii) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of HP or such corporation resulting from such
Business Combination) beneficially owns, directly or indirectly, twenty percent (20%) or more of, respectively, the then outstanding shares of common stock of the
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corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation
except to the extent that such ownership existed prior to the Business Combination, and (iii) at least a majority of the members of the Board of Directors of HP resulting from such Business Combination were members of the Incumbent Board at the
time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination; or
(d) approval by the stockholders of a complete liquidation or dissolution of HP
(e) For purposes of this Bylaw:
“Disinterested Director” will mean a director of HP who is not and was not a party to the matter in respect of which
indemnification is sought by the claimant.
“Independent Counsel” will mean a law firm, a member of a law firm, or an independent practitioner, that is experienced in
matters of corporation law and will include any person who, under the applicable standards of professional conduct then prevailing, would not have a conflict of interest in representing either HP or the claimant in an action to determine the
claimant’s rights under this Article VI.
ARTICLE VII
RECORDS AND REPORTS
7.1 Maintenance and Inspection of Records. The holders of HP’s
stock shall be entitled to the inspection rights provided by Section 220 of the General Corporation Law of the State of Delaware.
7.2 Inspection by Directors. Any director shall be entitled to the
inspection rights provided by Section 220 of the General Corporation Law of the State of Delaware.
7.3 Representation of Shares of Other Corporations. The chief
executive officer or any other officer of HP who serves on the board of directors of another entity at the request of or with the approval of HP or who is otherwise duly authorized may vote, represent, and exercise on behalf of HP all rights
incident to any and all shares or other equity interest of any other entity or corporations standing in the name of HP; provided, however,
that the granting of any proxy in connection with an annual meeting of stockholders of any such entity that is not wholly owned, directly or indirectly, by HP will be subject to prior review by the secretary or assistant secretary of HP, and, provided further, that the granting of any proxy in connection with an annual meeting of stockholders of any entity in which an HP
employee benefit plan is a stockholder will be determined by the Investment Review Committee of HP or its delegate. The authority herein granted may be exercised either by such person directly or by any other person authorized to do so by such
person having the authority.
ARTICLE VIII
GENERAL MATTERS
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8.1 Record Date for Purposes Other Than Notice and Voting. For
purposes of determining the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any other lawful action, the Board of Directors
may fix a record date, which will not be more than sixty (60) days before any such action, and which record date will not precede the date upon which the resolution fixing the record date is adopted. In that case, only stockholders of record at the
close of business on the date so fixed are entitled to receive the dividend, distribution or allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any shares on the books of HP after the record date so
fixed, except as otherwise provided in the Certificate of Incorporation, by these Bylaws, by agreement or by law.
If the Board of Directors does not so fix a record date, then the record date for determining stockholders for any such purpose
will be at the close of business on the day on which the Board of Directors adopts the applicable resolution.
8.2 Checks; Drafts; Evidences of Indebtedness. From time to time,
the Board of Directors or its delegate will determine by resolution which person or persons may sign or endorse all checks, drafts, other orders for payment of money, notes or other evidences of indebtedness that are issued in the name of or
payable to HP, and only the persons so authorized will sign or endorse those instruments.
8.3 Corporate Contracts and Instruments; How Executed. The Board
of Directors may authorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of HP; such authority may be general or confined to specific instances.
8.4 Fiscal Year. The fiscal year of HP will begin on the first day
of November of each year and end on the last day of October of the following year.
8.5 Stock. There will be issued to each holder of fully paid
shares of the capital stock of HP a certificate or certificates for such shares or such shares may be issued in uncertificated form in accordance with the General Corporation Law of the State of Delaware. Every holder of shares of HP that are
represented by certificates will be entitled to have a certificate signed by, or in the name of HP by any two authorized officers of HP, including, without limitation, the chief executive officer, the chief financial officer and the secretary of
HP, and any president, assistant treasurer, or assistant secretary of HP, representing the number of shares registered in certificate form. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by HP with the same effect as if he or she were
such officer, transfer agent or registrar at the date of issue.
8.6 Special Designation. If HP is authorized to issue more than
one class of stock or more than one series of any class, then the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights will be set forth in full or summarized on the face or back of the certificate that HP will issue to represent such class or
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series of stock or, in the case of uncertificated shares, will be included in each statement with respect to such shares that may be sent to the
stockholder; provided, however, that, except as otherwise provided in Section 202 of the General Corporation Law of the State
of Delaware, in lieu of the foregoing requirements there may be set forth on the face or back of any certificate that HP has issued to represent such class or series of stock or, in the case of uncertificated shares, there may be included in each
statement with respect to such shares that may be sent to the stockholder, a statement that HP will furnish without charge to each stockholder who so requests the powers, the designations, the preferences, and the relative, participating, optional
or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.
8.7 Lost Certificates. HP, directly or through its transfer or
exchange agent, may issue a new share certificate or new certificate or uncertificated shares in place of a certificate for any other security in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed,
and HP, directly or through its transfer or exchange agent, may require the owner of the lost, stolen or destroyed certificate or the owner’s legal representative to give HP a bond (or other adequate security) sufficient to indemnify it against any
claim that may be made against it (including any expense or liability) on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or the issuance of uncertificated shares to be issued in
place of a certificate. The Board of Directors may adopt such other provisions and restrictions with reference to lost certificates, not inconsistent with applicable law, as appropriate.
8.8 Construction; Definitions. Unless the context requires
otherwise, the general provisions, rules of construction, and definitions in the General Corporation Law of the State of Delaware will govern the construction of these Bylaws. Without limiting the generality of this provision, the singular number
includes the plural, the plural number includes the singular, and the term “person” includes both a corporation and a natural person.
8.9 Provisions Contrary to Provisions of Law. Any article,
section, subsection, subdivision, sentence, clause or phrase of these Bylaws which upon being construed in the manner provided in Section 8.8, is contrary to or inconsistent with any applicable provisions of law, will not apply so long as such
provisions of law remain in effect, but such result will not affect the validity or applicability of any other portions of these Bylaws, it being hereby declared that these Bylaws would have been adopted and each article, section, subsection,
subdivision, sentence, clause or phrase thereof, irrespective of the fact that any one or more articles, sections, subsections, subdivisions, sentences, clauses or phrases is or are illegal.
8.10 Notices. Except as otherwise provided in Section 232 of the
General Corporation Law of the State of Delaware, any reference in these Bylaws to the time a notice is given or sent means, unless otherwise expressly provided, the time a written notice by mail is deposited in the United States mails, postage
prepaid; or the time any other written notice is personally delivered to the recipient or is delivered to a carrier for transmission, or actually transmitted by the person giving the notice by facsimile, electronic mail or other electronic means,
to the recipient; or the time any oral notice is communicated, in person or by telephone, to the recipient or to a person at the office of the recipient who the person giving the notice has reason to believe will promptly communicate it to the
recipient.
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8.11 Electronic Transmission. For purposes of these Bylaws,
“electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in
paper form by such a recipient through an automated process.
8.12 Stockholder Rights Plan. HP will seek stockholder approval
prior to its adoption of a Rights Plan, unless the Board of Directors, in the exercise of its fiduciary duties, determines that, under the circumstances existing at the time, it is in the best interests of the stockholders of HP to adopt or extend
a Rights Plan without delay. If a Rights Plan is adopted or extended by the Board of Directors without prior stockholder approval, such plan must provide that it will expire unless ratified by the stockholders of HP within one year of adoption. For
purposes of this bylaw, the term “Rights Plan” refers generally to any plan providing for the distribution of preferred stock, rights, warrants, options or debt instruments to the stockholders of HP, designed to assist the Board of Directors in
responding to unsolicited takeover proposals and significant stock accumulations in a manner that facilitates the exercise of the Board of Directors’ fiduciary responsibilities to stockholders of HP by conferring certain rights on them upon the
occurrence of a “triggering event” such as a tender offer or third party acquisition of a specified percentage of stock.
8.13 Forum for Adjudication of Disputes. Unless a majority of the
Board of Directors, acting on behalf of HP, consents in writing to the selection of an alternative forum (which consent may be given at any time, including during the pendency of litigation), the sole and exclusive forum for (a) any derivative
action or proceeding brought on behalf of HP, (b) any action that is based upon a breach of a fiduciary duty owed by any current or former director, officer or other employee of HP to HP or HP’s stockholders, (c) any action asserting a claim
against HP or any of its current or former directors, officers or other employees arising pursuant to any provision of the General Corporation Law of the State of Delaware, the Certificate of Incorporation or these Bylaws (in each case, as may be
amended from time to time), (d) any action asserting a claim against HP or any of its current or former directors, officers or other employees governed by the internal affairs doctrine of the State of Delaware, or (e) any other action asserting an
internal corporate claim, as defined in Section 115 of the General Corporation Law of the State of Delaware shall be the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, another state court
located within the State of Delaware or, if no court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware), in all cases subject to the court’s having personal jurisdiction over all
indispensable parties named as defendants. If any action the subject matter of which is within the scope of this Section 8.13 is filed in a court other than a court located within the State of Delaware (a “Foreign Action”) in the name of any
stockholder, such stockholder shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce this Section
8.13 (an “Enforcement Action”) and (y) having service of process made upon such stockholder in any such Enforcement Action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder. Any person or entity
purchasing or otherwise acquiring any interest in shares of capital stock of HP shall be deemed to have notice of and consented to the provisions of this Section.
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ARTICLE IX
AMENDMENTS
The Bylaws of HP may be adopted, amended or repealed by the stockholders entitled to vote; provided, however, that HP may, in its Certificate of Incorporation, confer the power to adopt, amend or repeal these Bylaws upon the directors; and, provided further, that any proposal by a stockholder to amend these Bylaws will be subject to the provisions of Article II and
Article VI of these Bylaws except as otherwise provided by law. The fact that such power has been so conferred upon the directors will not divest the stockholders of the power, nor limit their power to adopt, amend or repeal bylaws. Notwithstanding
the foregoing, amendment or deletion of (or the adoption of any provision inconsistent with) all or any portion of Article II, Section 3.2, Section 3.3, Section 3.4, Section 6.1 and 6.4 of these Bylaws or this Article IX by the stockholders of HP
will require the affirmative vote of a majority of the voting power of the outstanding shares entitled to vote thereon.
Amended and restated effective January 4, 2027.
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Exhibit 10.1
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November 3, 2026
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PERSONAL & CONFIDENTIAL
Emma N. Walmsley
Via email
Dear Emma,
On behalf of HP Inc. (“HP” or the “Company”), I am pleased to formally extend an offer to you to join HP as Chief Executive Officer, based in Palo Alto, California, reporting solely and directly to the Board of Directors of the Company (the “Board”).
Your confirmed start date is January 4, 2027, or such other date as may be mutually agreed between you and the Company (the “Start
Date”), subject to obtaining all necessary work authorizations. You will be appointed to the Board effective as of the Start Date, and for so long as you continue to serve as Chief Executive Officer of the Company, you will be nominated
for election to the Board at the next annual meeting of shareholders and at each subsequent annual meeting of shareholders at which directors are elected.
You are expected to relocate to the Palo Alto, California area and are eligible
to receive relocation assistance in an amount up to $2,500,000 (less applicable deductions). Such amount will be provided as reimbursement or direct payment of eligible relocation expenses in accordance with HP policies (including temporary housing costs), incurred within the first twelve (12) months following the Start
Date.
Your initial annual base salary will be $1,450,000 (less deductions and withholdings
required by law) to be paid in accordance with the Company’s normal and customary payroll practices. Your annual base salary will be subject to annual review
by the HR and Compensation Committee of the Board (the “HRC Committee”) and approval by the Board, and may be increased from time to time but not decreased.
In addition to your base salary, you will be eligible to participate in the Company’s Pay-for-Results Annual Bonus Plan (the “PfR Plan”). As Chief Executive Officer, you will be eligible for a target bonus opportunity equal to 200% of
your base salary beginning in fiscal year 2027 subject to the PfR Plan’s terms and conditions, prorated for partial years of employment. The performance metrics, earning conditions, and payout are determined annually by the HRC Committee and the
Board, in their sole good faith discretion, following consultation with you, and certification of payouts approved by the Board, in its sole good faith discretion. Your bonus, if any, will be prorated for the balance of the 2027 fiscal year. The
Company will deduct from the bonus any applicable withholding taxes or other deductions it is required to make by law. Actual payments can range from 0% to 200% of target opportunity.
In addition, you will be eligible for a one-time signing bonus in the amount of $2,500,000,
less applicable taxes and withholdings, pursuant to the terms of the Signing Bonus Agreement that is attached to this offer. You will be required to sign the Signing Bonus Agreement to receive the signing bonus.
For fiscal year 2027, you will receive an annual equity incentive award consisting of (1) 30% restricted stock units (“RSUs”) with a grant date value of $6,450,000, and (2) 70% performance-adjusted restricted stock units (“PARSUs”) with a target grant date value of $15,050,000 (“Annual Equity Awards”). One-third
of the RSUs will vest on each anniversary of the Start Date over a period of three years, subject to your continued employment through each applicable vest date and the terms of the applicable award agreement and the Fifth Amended and Restated HP
Inc. 2004 Stock Incentive Plan (the “Plan”), except as otherwise may be provided pursuant to the terms of the SPEO (as defined below), as modified herein. The PARSUs will vest based on the attainment level of the performance goals
when performance is certified at the end of the three-year performance period, subject to continued employment through the end of the performance period, and the terms
of the applicable award agreement and the Plan, except as otherwise may be provided pursuant to the terms of the SPEO, as modified herein. The number of PARSUs that vest will range from 0% to 200% of the target number, based on performance against performance goals expected to consist of annual earnings per share (“EPS”) targets established by the HRC Committee, as adjusted by HP’s three-year total
shareholder return (“TSR”) result relative to that of the S&P 500.
In addition, as a material inducement to your commencing employment with the Company,
you will also receive a one-time sign-on equity award consisting of (i) 50% RSUs with a grant date value of $15,000,000 (the “Sign-on RSUs”) and (ii) 50% PARSUs with a target grant date value of $15,000,000 (the “Sign-on PARSUs”) (together the
“Inducement Awards”). The Sign-on RSUs will be subject to the same vesting terms and conditions as the corresponding fiscal year 2027 equity incentive awards
granted to other senior executives of the Company, as set forth in the applicable award agreement and the terms of the Plan and the SPEO (as modified herein)
(including, as set forth in the SPEO, pro-rata vesting on a Qualifying Termination (as herein defined) with performance-based awards subject to satisfaction of applicable performance conditions as of the end of the applicable performance period),
which are incorporated herein. The performance goals of the Sign-on PARSUs will be determined by the HRC Committee in January 2027.
The Annual Equity Awards and the Inducement Awards will be granted no later than ten (10) days following the Start Date. The number of units subject to
the Annual Equity Awards and Inducement Awards will be determined by dividing the applicable dollar value by the twenty (20) day average closing stock price immediately preceding the grant date. Each unit will be equal to one share of HP common
stock. For the avoidance of doubt, the Annual Equity Awards and the Inducement Awards will not be prorated based on the Start Date, and vesting will commence on the Start Date.
In addition, the Company will reimburse you for up to $75,000 in reasonable legal fees and expenses you incur with respect to the review, preparation
and negotiation of this offer letter, and will pay or reimburse up to $50,000 of the reasonable costs of transitioning your personal tax support services to a Company-designated provider, as required by the Company.
You will be eligible for paid time off in accordance with the Company’s
policies and applicable law. The Company’s paid time off policy is subject to change at the Company’s discretion.
In addition, by accepting this offer, you confirm you are not bound by any restrictive covenant, non-competition agreement, non-solicitation agreement or other
circumstance that would prevent you from accepting this position or limit your effectiveness from performing your role with the Company (as outlined herein).
Please understand that your employment with the Company is at-will, and as such, is for an indefinite term and may be ended, with or without cause or prior notice, at
any time by either you or the Company. The at-will nature of your employment may be changed only through a written communication to you from the Company’s Chief Legal Officer and General Counsel.
You will be eligible to participate in HP’s Severance and Long-Term Incentive
Change in Control Plan for Executive Officers (“SPEO”), as in effect from time to time, subject to the following: (i) for a period of two (2) years following the Start
Date (or, with respect to the Inducement Awards, until the Inducement Awards have fully vested and settled (subject to satisfaction of applicable performance conditions as of the end of the applicable performance period in respect of the Sign-on
PARSUs)), you will be eligible for severance payments and benefits on terms that are no less favorable than those provided under the SPEO as in effect on the Start Date, and (ii) if the Company materially breaches the terms of this offer letter
within two (2) years following the Start Date (or, with respect to the Inducement Awards, prior to the date the Inducement Awards have fully vested and settled (subject to satisfaction of applicable performance conditions as of the end of the
applicable performance period in respect of the Sign-on PARSUs)), your resignation of employment (following notice and cure in accordance with the “Good Reason” provisions of the SPEO) will be treated as a “Qualifying Termination” for purposes of
the SPEO. To receive severance payments and benefits under the SPEO, you will be required to execute and not revoke a general release of claims substantially in the form set forth on Exhibit A hereto subject to any modifications required to account for changes in applicable law to ensure enforceability of the general release to the maximum extent.
When you join HP, you will be eligible to participate in the benefit programs that are
generally afforded to U.S. HP employees, including medical, dental, vision, life, and disability coverage, subject to HP’s policies, and on terms and conditions no less favorable than those applicable to other senior executives. These and
any other benefit programs are subject to modification from time to time in HP’s discretion. You will also be able to model the value of HP benefits and your share of the costs. In addition, you will be eligible to receive such other fringe benefits and perquisites that HP makes available to its executives, including those commensurate with your role as Chief Executive Officer, in accordance with the Company’s
policies as in effect from time to time.
The Company makes no representation or guarantees regarding the tax treatment of any compensation, benefits or perquisites provided to you under this
offer.
If you accept this offer as set forth above, you must also meet the following conditions to be eligible for employment with the Company:
Background Screen. This offer of employment is contingent upon
successful completion of the Company’s background screen and pre-hire investigation process, which includes a criminal background check, verification of prior employment, verification of education, and other information required by Company policy
or consistent with the Company’s normal processes and procedures. If at any time during your employment with the Company, your position involves work on a matter where a contract or customer requirement calls for an additional background screen
(such as a drug screen), you will be separately notified of such requirements at that time. It is your decision whether to resign your present positions or take other actions in reliance on this offer until such time as you have successfully
completed the background screen required for the offered position.
Legal U.S. Work Authorization. This offer is contingent upon your
compliance with the Immigration Reform and Control Act of 1986 (the “Act”). In essence, the Act requires you to establish your identity and employment eligibility. If you accept this offer, you will be required to complete Section 1 of the
Employment Eligibility Verification Form (I-9) and present the documents identified within three (3) business days of the date your employment begins for Section 2 to be completed. Additional information will be forthcoming.
Integrity at HP. If you accept this offer, you will be subject to the Company’s standards of business conduct, called Integrity at HP, and other relevant policies. All employees must adhere to Integrity at HP and related policies, including
subsequent changes. Integrity at HP will require you to honor any agreements you have with your previous employers, including obligations regarding the disclosure or use of proprietary information (as applicable).
Offer of Employment Acceptance
Please provide your acceptance no later than 11:59 p.m. (Pacific time) on November 3, 2026 or this offer of employment will be considered null and void.
This offer letter will be governed by and construed in accordance with the laws of the State of California, without reference to principles of
conflicts of law except to the extent governed under the Federal Arbitration Act. The Agreement to Arbitrate Claims, attached as Exhibit D, will apply to this offer.
In accepting the Company’s conditional offer of employment, I have read, understand and agree to the terms and conditions of this offer letter and all exhibits,
specifically the Agreement Regarding Confidential Information and Proprietary Developments, attached as Exhibit B, Rules Regarding Obligations Related to Previous
Employers & Other Third Parties, attached as Exhibit C, and the Agreement to Arbitrate Claims, attached as Exhibit D.
I further agree to use an electronic signature or electronic acceptance to accept the offer as described above, and that my electronic signature on
or electronic acceptance of this offer will have the same binding effect as a handwritten signature and acceptance.
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Signature: /s/ Emma N. Walmsley
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Date: November 3, 2026
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On behalf of HP Inc. concerning the above offer letter and all related documents
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/s/ Charles V. Bergh
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Charles V. Bergh
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HP Board of Directors, Chair
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Exhibit 10.1
Exhibit A
SEPARATION AGREEMENT AND RELEASE
1. Context
of Agreement. I agree that my employment with HP Inc. or one of its subsidiaries or affiliates (including their predecessors, successors and assigns) (collectively, “HP” or the “Company”) ended on [DATE]. I understand that I will
receive the payments and benefits (“Severance”) set forth in the attached Benefits Summary Upon Separation (“Summary”) in connection with my termination of employment from the Company only if I sign and do not revoke this Separation Agreement and
Release (“Agreement”). I agree that the terms of the Summary are incorporated by reference in this Agreement, which is intended to supersede and extinguish any other obligation that HP may have to pay me severance or other benefits upon
termination, including but not limited to any agreements or understandings, whether oral or written, made at any time prior to the date I sign this Agreement.
2. Release
of All Claims. In exchange for HP’s payment of the Severance and other benefits as indicated on the Summary, to which I am not otherwise entitled, I release and forever discharge HP, its direct and indirect subsidiaries and
affiliates (including each of their predecessors, successors and assigns) and, each of their past, present and future officers, directors, agents and employees, whether or not acting in their official capacity, from all liability, claims,
damages and causes of action of every kind in connection with matters, facts, acts, omissions, or events through the date I sign this Agreement. This release extends, without limitation, to all “wrongful discharge” and other employment claims,
claims relating to any contract of employment, express or implied, any covenant of good faith and fair dealing, express or implied, any tort of any nature, or any federal, state, or local statute or ordinance, any claim for employment
discrimination, harassment, reasonable accommodation, or retaliation arising under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967 (“ADEA”), the Older Workers Benefit Protection Act (“OWBPA”), the Civil
Rights Act of 1866, 42 U.S.C. § 1981, the Americans with Disabilities Act, the Worker Adjustment and Retraining Notification Act, the Employee Retirement
Income Security Act (“ERISA”), the National Labor Relations Act (“NLRA”), the California Fair Pay Act, the California Equal Pay Act, the California Fair Employment and Housing Act, the California Family Rights Act, any amendments to the
foregoing, or any other federal, state, or local law, regulation or ordinance relating to employment, employment discrimination or whistleblowing, and any claims for attorney’s fees and costs. This release does not apply to any claims arising
after I sign this Agreement, claims under the Company’s expense reimbursement policies, vested claims for benefits under the Company’s ERISA-covered employee benefit plans as applicable on the date I sign this Agreement, claims with respect to
Company equity awards or as a shareholder, claims for indemnification or coverage under the Company’s D&O insurance policies or any claims that cannot be released by private agreement. This release is not given in return for the payment of
wages undisputedly due or owing.
3. Complete
Resolution. I agree with the Company that this Agreement resolves all disputes or potential disputes. I agree to inform the Company if I have transferred rights to any third parties, have any pending judicial or administrative
complaints against the Company, feel I am owed any compensation or benefits, have any unreported workplace injuries, or been denied leave to which I am entitled. I further agree to report any ethical or compliance issues or violations that I
have not previously reported. I intend this release to apply as a full and final settlement of all claims encompassed by the release of all claims, whether known or unknown, suspected or unsuspected, and accordingly I waive any rights I might
otherwise have under Section 1542 of the Civil Code of California, and similar laws that require agreement to specific language to make this waiver of known and unknown claims. Specifically, the language of the California statute that is part of
the agreement that I am making to release unknown claims is:
A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the
release, and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.
4. No
Future Lawsuits. I promise never to file a lawsuit, arbitration demand, action or otherwise assert any claims that are released in Paragraph 2 of this Agreement (other than a claim filed solely for the purpose of challenging the
validity of the waiver of claims under the ADEA). If I break the promises in this Paragraph, I shall repay to HP the Severance on a pre-tax basis, and will pay for all costs incurred by HP, including reasonable attorney’s fees, in defending
against such claim. Nothing in this Agreement shall be construed to prohibit me from filing a charge or complaint, including a challenge to the validity of this Agreement, with the EEOC, NLRB, or any other comparable federal, state or local
agency charged with the investigation and enforcement of any employment
laws or participating in any investigation or proceeding conducted by the EEOC, NLRB or other comparable federal, state or local agency, although by signing this
Agreement, I agree and understand that I am waiving my right to individual relief based on claims asserted in such a charge or complaint.
5. Return
of Property; Confidential Information; Goodwill. I agree to return to HP all company-owned property, including, but not limited to, files (electronic or otherwise), books, records, reports, contracts, company-owned computers and
programs, cell phones, electronic readers or tablets, peripherals, PDAs, telephones, security badges, supplies and equipment, company credit cards, customer lists, trade secret information, and all confidential and proprietary information,
whether stored digitally or in physical form, on or before my last day of employment, as well as property or confidential information that HP receives from others and which is acquired or produced by me in connection with my employment by HP.
Notwithstanding the foregoing, I may retain my calendar and personal contacts and any compensation-related information so long as I do not use such information to breach my covenants under any applicable agreement with HP. I understand and
agree that the contract(s) that I have entered with HP regarding arbitration, confidential and proprietary information, unfair competition, inventions, developments, and other intellectual property will remain in effect, including without
limitation any employment agreement containing provisions that by their terms remain in effect following my separation from employment and the most current Agreement Regarding Confidential Information and Proprietary Developments (the “ARCIPD”)
or similar agreement regarding confidential information and intellectual property binding upon me immediately prior to the termination of my employment. I acknowledge that such contract(s) as well as applicable law prohibit unauthorized use or
disclosure of HP’s confidential business and technical information and know-how not generally known to the public, information that HP receives from others under an obligation of confidentiality (together, “Confidential Information”) and HP’s
trade secrets. I confirm my willingness to abide by any applicable post-employment restrictions including restrictions on unauthorized use or disclosure of Confidential Information and trade secrets. I agree to use all reasonable precautions to
assure Confidential Information and trade secrets are not disclosed to unauthorized persons, including, without limitation, through the media, blogs, social networking sites or other online forums, or otherwise used in an unauthorized manner. I
recognize and agree that, to the extent my position with HP has involved contact with customers, suppliers, or employees of HP, I have been paid to develop goodwill for HP’s benefit with these persons and businesses, not for purposes of personal
gain independent of HP’s interests. I further agree I will not share any organizational information, staffing information, or information on performance and/or compensation of other employees I learned in connection with my employment by HP.
6. Enforcement
as Settlement; Notice. I make these agreements to fully settle and resolve any disputes between the parties regarding specific restrictions on my future conduct that will be reasonable, necessary, and enforceable to protect HP’s
Confidential Information and other legitimate business interests, in exchange for the Severance and other good and valuable consideration provided to me through this Agreement. This Agreement benefits both me and HP because, among other things,
it provides finality and predictability for both me and HP regarding enforceable boundaries on my future conduct. Accordingly, I agree that this Agreement and the restrictions in it should be enforced under common law rules favoring the
enforcement of settlement agreements.
7. Relief;
Repayment. I understand that if I violate this Agreement, HP will be entitled to (a) injunctive relief by temporary restraining order, temporary injunction, and/or permanent injunction, (b) recovery of the attorney’s fees and costs
incurred by HP in obtaining such relief where allowed by law, and (c) any other legal and equitable relief to which HP may be entitled. Injunctive relief will not exclude other remedies that might apply. I acknowledge that I am subject to the HP
Inc. Mandatory Covered Compensation Recovery Policy and the HP Inc. Applicable Compensation Clawback Policy, in each case, as in effect from time to time.
8. No
Disparagement; Cooperation. I will not at any time disparage HP or its products, services or business practices or make any unfair or misleading statement regarding same. The Company will instruct its directors and officers to not
disparage me or make any false or misleading statements about me and the Company will not make any official statement about me that is false or misleading. I agree to cooperate with and assist HP and its legal counsel in connection with any
current or future litigation, investigation or other legal matters involving HP about which I have knowledge or information including by making myself available at mutually convenient times and reasonable locations. I understand HP will
reimburse me for reasonable expenses incurred as a result of, and directly related to, my cooperation. In the event I am made aware of any issue or matter related to HP, asked by a third party to provide information regarding HP, or called other
than by HP as a witness to testify in any matter related to HP, to the extent legally permitted, I agree to notify HP as soon as practicable in order to give HP a reasonable opportunity
to respond and/or participate in such proceeding or matter. Nothing in this Agreement shall be construed to prevent me or the Company from providing truthful
testimony if mandated by subpoena or court order to do so, from cooperating fully with any request from or investigation by a government agency or from testifying truthfully pursuant to any legal process between the Company and any of its
affiliates and me. Nothing in this Agreement, including this section addressing nondisparagement obligations and my confidentiality obligations hereunder, is intended to or shall limit, prevent, impede or interfere in any way with my right, without
prior notice to the Company, to provide information to the government (including reporting in good faith an offense to a law enforcement agency), participate in investigations, testify in proceedings regarding the Company’s past or future conduct,
engage in any activities protected under whistleblower statutes. Nothing herein prevents me from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that I have reason
to believe is unlawful. Nothing herein shall prevent me or the Company from making truthful statements to rebut any false statements made by the other party (including if made by executives or Board members of the Company).
9. Entire
Agreement; Waiver and Amendment. This Agreement sets forth the agreement between HP and me concerning the termination of my employment, and supersedes any other written or oral promises concerning the subject matter of this
Agreement, except nothing herein shall be construed to supersede or limit any Arbitration Agreement or ARCIPD I have previously entered and all such agreements will remain in effect. I have not relied on any representations or statements not set
forth in this Agreement with regard to the subject matter, basis or effect of this Agreement. No waiver or amendment of this Agreement will be effective unless it is in writing, refers to this Agreement, and is signed by the Chief Legal Officer
and General Counsel of HP.
10. Time
for Acceptance and Revocation. I understand and agree that I must sign and return this Agreement and the Agreement to Arbitrate Claims no
earlier than my last day of employment, and no later than either my last day of employment or 45 days after receiving the Agreement, whichever occurs later. I understand I have 7 days following my signing of this Agreement to revoke it
(“Revocation Period”). This Agreement shall not become effective or enforceable until the Revocation Period has expired and the “Effective Date” shall be the day after the Revocation Period expires, provided I have not revoked. I understand
that I should return a signed copy of the Agreement and any revocation to HP’s Chief Legal Officer and General Counsel via email at wfr.support@hp.com. I understand that the Company is advising me by this Agreement to consult with an attorney
prior to signing this Agreement. I agree with the Company that changes to this Agreement, whether or not material, will not start a new consideration period.
11. Taxes
and No Pending Claims. I understand that any taxes that become due as a result of any payment or transaction contemplated by this Agreement including the attached Summary are my sole responsibility, and I further agree to hold HP
harmless on account thereof. In addition, I agree that taxes that are due but unpaid may be set off against any sums due under this Agreement to the maximum extent allowed by law. Certain tax laws and state law matters are affected by the nature
of claims I am releasing, and the Company and I reach this Agreement with the understanding that I have not raised a claim, including but not limited to unlawful discrimination, harassment, abuse, assault or other criminal conduct; or retaliation
in a court or government agency proceeding, in an alternative dispute resolution forum, or through the Company’s internal complaint process, involving the Company or any Company employees, representatives or agents. If that is not correct, I
agree to inform the Company.
12. Confidential
Nature of this Agreement. The Company and I agree not to reveal any information regarding the Summary or the other financial terms of this Agreement to anyone except (a) to my immediate family and my attorneys and accountants and
the Company’s attorneys and accountants, all of whom must agree to keep such information confidential, (b) to the extent required in any report under the Securities Exchange Act of 1934, as amended, or rules and regulations thereunder, or (c) to
the extent otherwise required by law. Notwithstanding the foregoing, I may disclose the substance of this Agreement (but not the value of the payments and benefits described in the Summary) to any future employer or prospective employer.
13. Agreement
to Arbitrate Claims. I and the Company agree that any and all disputes, claims, or controversies of any nature whatsoever arising from, or relating to, this Agreement or its interpretation, enforcement, breach, performance or
execution, my employment or the termination of such employment (including, but not limited to, any statutory claims) (collectively, “Claims”, each a “Claim”), shall be resolved, pursuant to the Federal Arbitration Act, 9 U.S.C. §1-16, and to the
fullest extent permitted by law, by final, binding and confidential arbitration in Palo Alto, California (or another mutually acceptable location) conducted before a single neutral arbitrator by JAMS, Inc. (“JAMS”) or its successor, under the
then applicable JAMS Arbitration Rules and Procedures for Employment
Disputes (available at http://www.jamsadr.com/rules-employment-arbitration/). By agreeing to this arbitration procedure, both I and the Company waive the right to have
any Claim resolved through a trial by jury or judge or an administrative proceeding. I will have the right to be represented by legal counsel at any arbitration proceeding, at my own expense. This paragraph shall not apply to any action or claim
that cannot be subject to mandatory arbitration as a matter of law, including, without limitation, claims brought pursuant to the California Private Attorneys General Act of 2004, as amended, to the extent such claims are not permitted by
applicable law to be submitted to mandatory arbitration and the applicable law(s) are not preempted by the Federal Arbitration Act or otherwise invalid (collectively, the “Excluded Claims”). In the event I intend to bring multiple claims, including
one of the Excluded Claims, the Excluded Claims may be publicly filed with a court, while any other claims will remain subject to mandatory arbitration. The arbitrator shall have sole authority for determining if a Claim is subject to arbitration,
and any other procedural questions related to the dispute and bearing on the final disposition. In addition, the arbitrator shall: (a) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as
would otherwise be available under applicable law in a court proceeding; and (b) issue a written statement signed by the arbitrator regarding the disposition of each claim and the relief, if any, awarded as to each claim, the reasons for the award,
and the arbitrator’s essential findings and conclusions on which the award is based. The Company shall pay all JAMS arbitration fees. Nothing in this Agreement shall prevent me or the Company from obtaining injunctive relief in court to prevent
irreparable harm pending the conclusion of any arbitration. Any awards or orders in such arbitrations may be entered and enforced as judgments in the federal and state courts of any competent jurisdiction. Unless the parties agree otherwise in
writing, after submission of a written claim for arbitration as set forth above, the parties will mediate their claims or disputes through JAMS and the Company will pay the administrative fees and costs of mediation. If the dispute is not resolved
by mediation and is covered under this Agreement, the Company and I shall pursue the covered dispute exclusively in binding arbitration.
14. Class
and Collective Action Waivers. The Company and I agree that any and all disputes will be arbitrated on an individual basis only, and that they will not bring or initiate any class action, collective action, or private attorney
general representative (“PAGA representative”) action in any court or arbitral forum. Accordingly, the Company and I agree as follows:
(a) There will be no right or authority for any dispute to be brought,
heard, or arbitrated as a class action and the Arbitrator will have no authority to hear or preside over any such claim (“Class Action Waiver”). The Class Action Waiver will be severable from this Agreement if there is a final judicial
determination that the Class Action Waiver is invalid, unenforceable, unconscionable, void or voidable. In such instances, the class action must be litigated in a civil court of competent jurisdiction, not in arbitration.
(b) There will be no right or authority for any dispute to be brought,
heard, or arbitrated as a class, collective, or PAGA representation action and the Arbitrator will have no authority to hear or preside over any such claims (“Collective Action Waiver”). The Collective Action Waiver will be severable from this
Agreement if there is a final judicial determination that the Collective Action Waiver is invalid, unenforceable, unconscionable, void or voidable. In such instances, the collective action must be litigated in a civil court of competent
jurisdiction, not in arbitration.
(c) Additionally, claims may not be joined or consolidated in arbitration
with disputes brought by other individual(s), unless agreed to in writing by all parties.
(d) Any and all disputes about whether this class, collective and
representative action waiver is invalid, unenforceable, unconscionable, void, or voidable shall be resolved by a federal or state court located in the State of California.
If a court of competent jurisdiction finds that the class, collective, and PAGA representative action waiver is unenforceable in any respect, the Company and I agree
as follows:
(i) Any dispute that is the subject of a filed class, collective, and/or
PAGA representative action must be litigated in the court in which the class, collective, and/or PAGA representative action is pending, unless the party seeking to arbitrate a claim on an individual basis proves that he or she has opted out of
the class, collective, or PAGA representative action and relinquishes all right to participate in any remedy that results from the class, collective, or PAGA representative action.
(ii) If there is no opportunity to opt out of the class, collective, or
PAGA representative action, the Company and I agree that no arbitrator shall have authority to hear any claim or award any relief on a claim that is the subject of the mandatory class and/or collective action.
(iii) If there is a dispute between the Company and me as to whether a claim
asserted in arbitration is the subject of a class, collective, and/or PAGA representative action, the parties agree that dispute must be decided by a state or federal court located in the State of California and further agree that no arbitrator
has authority to decide whether the dispute is the subject of a class and/or collective action.
(iv) Although I will not be retaliated against, disciplined, or threatened
with discipline as a result of my exercising my rights under Section 7 of the National Labor Relations Act by the filing of or participation in a class, collective, or representative action in any forum, the Company may lawfully seek enforcement
of this Agreement and the Collective Action Waiver under the FAA and seek dismissal of such class, collective, and PAGA representative action.
(v) In the event that any portion of this Agreement is deemed unenforceable
or void, this Class Action Waiver, Collective Action Waiver and PAGA Representative Action Waiver shall be severable from this Agreement and shall survive the Agreement to effectuate the parties’ intent that all disputes between them, except
those identified as Excluded Claims, are filed and resolved through individual action.
15. Severability;
Authority for Revision; Assignment. If any provision contained in this Agreement is determined to be void, illegal or unenforceable, in whole or in part, then the other provisions contained herein will remain in full force and
effect as if the provision so determined had not been contained herein. If the restrictions provided in this Agreement are deemed unenforceable as written, the parties expressly authorize the court to revise, delete, or add to such restrictions
to the extent necessary to enforce the intent of the parties and to provide HP’s goodwill, Confidential Information, and other business interests with effective protection. The title and paragraph headings in this Agreement are provided for
convenience of reference only, and shall not be considered in determining its meaning, intent or applicability. I agree that this Agreement may be assigned by HP to a subsequent employer, successor, or assign without the need for further
authorization or agreement from me.
16. Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement.
17. Governing
Law. The laws of the state of California shall govern this Agreement, the construction of its terms, and the interpretation of the rights and duties of the parties hereto without regard to any conflicts of laws principles to the
contrary.
18. Forum
and Venue. Subject to the limitations of any mandatory arbitration obligation I may be subject to, the exclusive venue for any legal action arising from this Agreement will be a federal or state court of competent jurisdiction
located in the state of California. I hereby stipulate and consent to the personal jurisdiction of such courts, and expressly waive any right to object to any such court’s exercise of jurisdiction over me on grounds of convenience or otherwise.
19. Protected
Rights. I understand and agree that nothing in this Agreement, including the release of all claims, return of property, confidential information, relief and repayment, non-disparagement, cooperation, and confidential nature of
agreement provisions (a) limits or affects my right to challenge the validity of this Agreement under the ADEA or the OWBPA, (b) prevents me from communicating with, filing a charge or complaint with, providing documents to, or from cooperating
with or participating in an investigation or proceeding conducted by a government agency including without limitation the Equal Employment Opportunity Commission, U.S. Department of Labor, National Labor Relations Board, the Securities and
Exchange Commission, Occupational Safety and Health Administration, Office of Federal Contract Compliance Programs, or law enforcement agencies or any other such agency charged with the enforcement of any laws without prior notice to the Company,
(c) waives my right to testify in an administrative, legislative, or judicial proceeding concerning alleged criminal conduct or alleged sexual harassment on the part of the Company, or on the part of the agents or employees of the Company, when
I have been required or requested to attend such a proceeding pursuant to a court order, subpoena, or written request from an administrative agency or the legislature, or (d) limits me from exercising rights under Section 7 of the NLRA to engage
in protected, concerted activity with other employees, although by signing this Agreement I am waiving rights
to individual relief (including back pay, front pay, reinstatement or other legal or equitable relief) in any charge, complaint, or lawsuit or other proceeding brought
by me or on my behalf by any third party, except for any right I may have to receive a payment or award from a government agency (and not the Company) for information provided to the government agency, or otherwise where prohibited. This Agreement
does not, and shall not be construed as an attempt to, waive or release any claim or right that cannot lawfully be waived or released by private agreement between me and HP.
20. Non-Solicitation;
Confidential Information. I acknowledge that, in the course of my employment with the Company, I have had access to the Company’s trade secrets and Confidential Information, including non-public information regarding the Company’s
employees and other service providers (such as their skills, compensation, performance, and contact information) and customers, vendors, suppliers, and other business partners. I agree that, at all times following termination of my employment, I
will not use or disclose the Company’s trade secrets, as defined under the California Uniform Trade Secrets Act (Cal. Civ. Code § 3426 et seq.) or any other applicable law, to identify, solicit, or induce any employee or other service provider of
the Company to leave the Company’s employ or service, or to identify, solicit, or induce any customer, vendor, supplier, or other business partner of the Company with whom I had material contact during my last twelve (12) months of employment to
transfer business away from the Company. This provision does not, and is not intended to, restrict or restrain my ability to engage in my lawful profession, trade, or business of any kind following termination of my employment, including by
accepting employment with, or otherwise providing services to, any competitor of the Company, and does not prohibit any employee, service provider, customer, vendor, supplier, or other business partner of the Company from independently choosing
to leave the Company’s employ or transfer business away from the Company, respectively. This provision shall not prohibit me from soliciting employees through general advertisements or recruiting firms if such solicitations are not focused on
Company employees or service providers. Nothing in this provision limits any right the Company may separately have to seek injunctive or other relief for actual or threatened misappropriation of trade secrets under applicable law. This provision
will be interpreted, to the maximum extent permitted by law, consistently with California Business and Professions Code Section 16600.
I have read this Agreement and understand its legal and binding effect. I am acting knowingly, voluntarily, deliberately, and of my own free will in signing this
Agreement. The Company has provided me with all information needed to make an informed decision to sign this Agreement, notice of and an opportunity to retain an attorney, and an opportunity to ask questions about this Agreement.
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Signature:
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Date:
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On behalf of HP Inc.
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[NAME], [TITLE]
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Date:
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Exhibit B
HP Agreement Regarding Confidential Information and Proprietary Developments
1. Consideration and Relationship to Employment. In return for the agreement by HP Inc. or one of its subsidiaries, successors, assigns, or affiliates (including each of their successors and assigns) (referred to
collectively as, “HP” or the “Company”) to provide me with one or more of the following: (i) certain confidential and proprietary information, training, and/or customer contacts to assist me in my employment duties, and/or (ii) my eligibility for
a grant of performance-based equity, stock options, restricted stock units and/or other equity (“Awards”) under the Fifth Amended and Restated HP Inc. 2004 Stock Incentive Plan (the “Plan”); I knowingly agree to restrictions provided for below
that will apply during and after my employment by HP. I understand, however, that nothing relating to this Agreement will be interpreted as a contract or commitment whereby HP is deemed to promise continuing employment for a specified duration.
My acceptance of this Agreement may be indicated either by a manual signature or by my completion of a computer-based process that duly confirms my agreement to such terms.
2. Confidential Information. This Agreement concerns confidential business and technical information, not generally known to the public which is acquired or produced by me in connection with my employment by HP
(hereinafter “Confidential Information”) as well as trade secrets acquired or produced by me in connection with my employment by HP. Confidential Information may include, without limitation, information on HP organizations, staffing, finance,
structure, information of employee performance, compensation of others that is entrusted to me in confidence as a supervisor or manager or in the course and scope of my employment duties in a confidential role (such as human resources, payroll,
or benefits administration duties), research and development, manufacturing and marketing, files, keys, certificates, passwords and other computer information, as well as information that HP receives from others under an obligation of
confidentiality. I agree to abide by the HP Confidential Information Policy and specifically agree that with regard to HP Confidential Information and trade secrets:
(a) to use such information only in the performance of HP duties;
(b) to hold such information in confidence and trust; and
(c) to use all reasonable precautions to assure that such information is
not disclosed to unauthorized persons or used in an unauthorized manner, both during and after my employment with HP.
The nondisclosure provisions of this Agreement are intended to maintain the confidentiality of the Company’s trade secrets and to prevent the use of Company
Confidential Information and property to assist a competitor. Nothing in this Agreement shall be construed to prohibit or interfere with any use or disclosure of information that is protected by law, to prohibit a disclosure compelled by law, to
prohibit lawful testimony, to interfere with law enforcement by a duly authorized law enforcement agency, or to prohibit the reporting of an illegal act to any duly authorized law enforcement agency or to require the prior approval of HP before
making such a report. Nothing in this Agreement, including this section addressing confidentiality obligations, is intended to or shall limit, prevent, impede or interfere in any
way with my right, without prior notice to the Company, to provide information to the government (including reporting in good faith an offense to a law enforcement agency), participate in investigations, testify in proceedings regarding the
Company’s past or future conduct, or engage in any activities protected under whistleblower statutes or from testifying truthfully and providing information pursuant to any legal process between the Company or any of its affiliates and me. In
California this means nothing in the Agreement shall be construed to prohibit me from disclosing information about unlawful acts in the workplace, such as
harassment or discrimination or any other conduct that I have reason to believe is unlawful. In Colorado this means nothing in this Agreement or Company policy limits or prevents me from disclosing information about workplace health and safety
practices or hazards. In Oregon this means nothing in this Agreement prohibits me from disclosing or discussing conduct (a) that constitutes discrimination prohibited by ORS 659A.030 (Discrimination because of race, color, religion, sex, sexual
orientation, gender identity, national origin, marital status, age or expunged juvenile record prohibited), including conduct that constitutes sexual assault, or by ORS 659A.082 (Discrimination against person for service in uniformed service
prohibited) or 659A.112 (Employment discrimination), and (b) that occurred between employees or between an employer and an employee in the workplace or at a work-related event that is off the employment premises and coordinated by or through the
employer, or between an employer and an employee off the employment premises. In Washington this means nothing in the Agreement prohibits disclosure or discussion of conduct I reasonably believe
to be illegal discrimination, illegal harassment, illegal retaliation, a wage and hour violation, or sexual assault, or that is recognized as against a clear mandate
of public policy, or the disclosure of the existence of a settlement involving any such event or conduct. I acknowledge notice that under the 2016 Defend Trade Secrets Act (DTSA) no individual will be held criminally or civilly liable under
Federal or State trade secret law for the disclosure of a trade secret that is (i) made in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and made solely for the purpose of reporting
or investigating a suspected violation of law, or (ii) made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal so that it is not made public. And, an individual who pursues a lawsuit for
retaliation by an employer for reporting a suspected violation of the law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing
the trade secret under seal, and does not disclose the trade secret, except as permitted by court order. I may also disclose my compensation and applicable covenants to any potential subsequent employer or business partner.
3. Proprietary Developments. This Agreement also concerns inventions and discoveries (whether or not patentable), designs, works of authorship, mask works, improvements, data, processes, computer programs and
software that are conceived or made by me alone or with others while I am employed by HP and that relate to the research and development or the business of HP, or that result from work performed by me for HP, or that are developed, in whole or in
part, using HP’s equipment, supplies, facilities or trade secret information (hereinafter called “Proprietary Developments”). Such Proprietary Developments are the sole property of HP, and I hereby assign and transfer all rights in such
Proprietary Developments to HP. I also agree that any works of authorship that are Proprietary Developments created by me shall be deemed to be “works made for hire.” I further agree for all such Proprietary Developments:
(a) to disclose them promptly to HP;
(b) to sign any assignment document to formally perfect and confirm my
assignment of title to HP;
(c) to assign any right of recovery for past damages to HP; and
(d) to execute any other documents deemed necessary by HP to obtain, record
and perfect patent, copyright, mask works and/or trade secret protection in all countries, in HP’s name and at HP’s expense.
I understand that HP may assign and/or delegate these rights. I agree that, if requested, my disclosure, assignment, execution and cooperation duties will be provided
to the entity designated by HP.
In compliance with prevailing provisions of relevant state statutes,* this Agreement does not apply to an invention for which no equipment, supplies, facility or trade
secret information of the employer was used and which was developed entirely on the employee’s own time, unless (a) the invention relates (i) to the business of the employer or (ii) to the employer’s actual or demonstrably anticipated research or
development, or (b) the invention results from any work performed by the employee for the employer.
4. Respect for Rights of Former Employers. I agree to honor any valid disclosure or use restrictions on information or intellectual property known to me and received from any former employers or any other parties
prior to my employment by HP. I agree that without prior written consent of such former employers or other parties, I will not knowingly use any such information in connection with my HP work or work product, and I will not bring onto the
premises of HP any such information in whatever tangible or readable form.
5. Work Product. The product of all work performed by me during and within the scope of my HP employment including, without limitation, any files, presentations, reports, documents, drawings, computer programs,
devices and models, will be the sole property of HP. I understand that HP has the sole right to use, sell, license, publish or otherwise disseminate or transfer rights in such work product.
6. HP Property. I will not remove any HP property from HP premises without HP’s permission, other than in the proper performance of my duties. Upon the end of my employment with HP, I will return all HP property
to HP unless HP’s written permission to keep it is obtained. I understand that accessing HP computer systems to compete or
prepare to compete with HP is unauthorized access and may expose me to civil or criminal penalties. Notwithstanding the foregoing, I may retain my calendar and
personal contacts and any compensation-related information so long as I do not use such information to breach my covenants under any applicable agreement with HP.
7. Enforcement. I make these agreements to avoid any future dispute between myself and HP regarding specific restrictions on my post-employment conduct that will be reasonable, necessary and enforceable to
protect HP’s Confidential Information, trade secrets, and Proprietary Developments and other legitimate business interests. This Agreement benefits both me and HP because, among other things, it provides finality and predictability for both me
and the Company regarding enforceable boundaries on my future conduct. This Agreement will survive the end of my employment with HP and shall, likewise, continue to apply and be valid notwithstanding any change in my duties, responsibilities,
position, or title.
8. Relief; Extension. I understand that if I violate this Agreement, HP will suffer irreparable harm and will be entitled to (i) injunctive relief by temporary restraining order, temporary injunction, and/or
permanent injunction, (ii) where permitted by law, recovery of attorneys’ fees and costs incurred by HP in obtaining such relief and (iii) any other legal and equitable relief to which HP may be entitled. Injunctive relief will not exclude other
remedies that might apply. For purposes of any award of fees or costs, HP shall be considered the prevailing party if it is awarded any part of the relief requested by it, either through partial enforcement, reformation of this Agreement, or
otherwise. I acknowledge that I am subject to the HP Inc. Mandatory Covered Compensation Recovery Policy and the HP Inc. Applicable Compensation Clawback Policy, in each case, as in effect from time to time.
9. Severability; Authority for Revision; Assignment. Except where otherwise expressly provided, the provisions of this Agreement are severable and will be separately construed. If any provision contained in this
Agreement is determined to be void, illegal or unenforceable, in whole or in part, then the other provisions contained herein will remain in full force and effect as if the provision so determined had not been contained herein. If the
restrictions provided in this Agreement are deemed unenforceable as written, the parties expressly authorize the court to revise, delete, or add to such restrictions to the extent necessary to enforce the intent of the parties and to provide HP’s
goodwill, Confidential Information, trade secrets, Proprietary Developments and other business interests with effective protection. If this Agreement or material restrictions provided for in this Agreement are deemed unenforceable and cannot be
reformed to be enforced, then any previously existing Agreement Regarding Confidential Information and Proprietary Developments (ARCIPD) or comparable agreement containing the same or substantially similar restrictions applicable to me shall
apply and shall not be deemed to have been superseded or replaced by this Agreement notwithstanding any provisions in this Agreement to the contrary. The title and paragraph headings in this Agreement are provided for convenience of reference
only, and shall not be considered in determining its meaning, intent or applicability. This Agreement will automatically inure to the benefit of, and will be enforceable by, any parent, subsidiary, affiliate, successor or assign of HP that I
become employed with or have material involvement with, to protect such entity’s legitimate business interests. I agree that this Agreement may be assigned by HP to a subsequent employer, successor, or assign without the need for further
authorization or agreement from me.
10. Governing Law. The laws of the state of California shall govern this Agreement, the construction of its terms, and the interpretation of the rights and duties of the parties hereto without regard to any
conflicts of laws principles to the contrary. The parties stipulate that this Agreement involves contractual rights with a value in excess of $100,000; that Delaware Code Title 6. Commerce and Trade § 2708 applies to this Agreement; and, that
this Agreement is intimately related to and a part of the governance of the Company’s internal affairs and my participation in same (through, among other things, the Awards I am made eligible to receive and/or maintain vesting rights in as a
consequence of this Agreement).
11. Forum and Venue. Subject to the limitations of any mandatory arbitration obligation I may be subject to, the exclusive venue for any legal action arising from this Agreement that can be pursued in a court of
law will be pursued in a federal or state court of competent jurisdiction located in the state of California. As to any claim that can be pursued in a court of law in accordance with any arbitration agreement I may have with HP, I hereby
stipulate and consent to the personal jurisdiction of the courts of proper subject matter jurisdiction located in California , and expressly waive any right to object to any such court’s exercise of personal jurisdiction over me on grounds of
convenience or otherwise. I agree that California has the most material interest of any state in the enforcement of this Agreement. If I primarily reside and work for HP in California, upon my timely request the foregoing shall not
require me to adjudicate a claim arising in California outside of California or deprive me of the substantive protection of California law with respect to a
controversy arising in California.
12. Acceptance by HP. A counterpart of this Agreement has been manually executed on behalf of HP by a duly authorized officer of HP Inc. to indicate HP’s acceptance of the terms hereof and HP’s covenant to perform
its obligations hereunder (including, without limitation, HP’s agreement that I will be provided certain confidential and proprietary information, training, and/ or customer contacts to assist me in my duties). Such acceptance on behalf of HP is
conditioned upon my reciprocal agreement to such terms. I acknowledge the sufficiency of HP’s acceptance of the terms hereof to establish the mutual rights and responsibilities defined herein.
I have been notified that I have the right to consult legal counsel prior to signing this Agreement.
I agree that I have been given ample time to consider this Agreement (no less than 3 business days or such other period as may be required by law).
*Including: California Labor Code Section 2870; Delaware Code Title 19 Section 805; Illinois 765ILCS1060/1-3, “Employees Patent Act”; Kansas Statutes Section 44-130;
Minnesota Statutes 13A Section 181.78; New Jersey Statutes Title 34. Labor and Workmen’s Compensation 34 § 1B-265; NY Labor Law § 203-f; North Carolina General
Statutes Article 10A, Chapter 66, Commerce and Business, Section 66-57.1; Utah Code Sections 34-39-1 through 34-39-3, “Employment Inventions Act”; Washington Rev.
Code, Title 49 RCW: Labor Regulations, Chapter 49.44.140. I acknowledge notice that all the foregoing laws limit invention assignment through an employment
agreement as described in the last paragraph of Section 3 in substantially the same manner except that in Kansas, Minnesota, and Washington the statutes make assignable
an invention that relates “directly” to the business of the employer.
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Signature: /s/ Emma N. Walmsley
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Date: November 3, 2026
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On behalf of HP Inc.
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/s/ Charles V. Bergh
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Charles V. Bergh
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HP Board of Directors, Chair
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Exhibit C
RULES REGARDING OBLIGATIONS RELATED TO PREVIOUS EMPLOYERS & OTHER THIRD PARTIES
In addition to the terms and conditions outlined in your offer of employment from HP Inc. or any of its affiliates or subsidiaries (collectively “HP” or “the Company”), the Company expects you to adhere to the following rules to
ensure you do not breach any duty to your previous employer or any other third party.
1. It is important that you return to your previous employer all company
property and business information in your possession and/ or control that belongs to it, including all business technical and customer account information, address lists, notebooks, training materials, company manuals, keys, credit cards, etc. If
you have been using any company equipment (including a laptop or other computer, personal digital assistant and cell phone) you should not copy, download or remove any business information from it, and you should return it upon leaving your
employment. In addition, if you have any other of your previous employer’s business information stored on any equipment or in hard copy at a location other than your previous employer’s offices or business location, you should immediately arrange
for the information to be destroyed or returned to your previous employer.
2. In performing your work for the Company, you must not use or disclose any
trade secrets, confidential business or technical information, or know-how not generally known to the public (“confidential information”) that you learned in the course of your employment with any previous employer or third party.
3. You should not contact or solicit, directly or indirectly, any employee
of your previous employer for the purpose of having the employee become employed by the Company if there is any reason that doing so would violate your previous employer’s rights under applicable law, for example, if you are bound by a
non-solicitation agreement with your previous employer, or if in recruiting the employee you would make use of confidential information about the employee, such as his or her assignments, ranking, rating, compensation or incentives.
4. Do not make any disparaging or derogatory statements about your previous
employer in the scope of your employment with the Company.
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Signature: /s/ Emma N. Walmsley
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Date: November 3, 2026
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Exhibit D
AGREEMENT TO ARBITRATE CLAIMS
This Agreement to Arbitrate Claims (“Agreement”) is between me (hereafter “Employee”) and HP Inc. or the subsidiary or affiliate by which Employee is employed
(hereafter the “Company” or “HP”). Any reference to the Company will be a reference also to all direct and indirect parent, subsidiary, partners, divisions, and affiliated entities, and all successors and assigns of any of them.
The Federal Arbitration Act (“FAA”) (9 U.S.C. § 1 et seq.) governs this Agreement, which evidences a transaction involving commerce. The mutual obligations by the
Company and by Employee to arbitrate differences provide mutual consideration for this Agreement. All disputes or claims as defined below between Employee and the Company will be submitted under the following conditions to binding arbitration.
1. Scope of Agreement. Except as it otherwise provides, this Agreement applies to any past, present or future dispute arising out of or related to Employee’s application, employment and/or separation from
employment with the Company and survives after the employment relationship ends. The Agreement applies to any covered dispute that the Company may have against Employee or that Employee may have against: (1) the Company; (2) its current and
former officers, directors, principals, shareholders, owners, employees, or agents; (3) the Company’s benefit plans or the plan’s sponsors, fiduciaries, administrators, affiliates, or agents; and (4) all successors and assigns of any of them. All
the individuals and entities listed in the preceding sentence may enforce this Agreement. Except as it otherwise provides, this Agreement is intended to apply to the resolution of disputes that otherwise would be resolved in a court of law or
before a forum other than arbitration. This Agreement requires all such disputes to be resolved only by an arbitrator through final and binding arbitration and not by way of court or jury trial. The Arbitrator, and not any federal, state, or
local court or agency, shall have exclusive authority to resolve any dispute relating to the validity, applicability, scope, enforceability, or alleged waiver of this Agreement including, but not limited to any claim that all or any part of this
Agreement is void or voidable (“Delegation Provision”). But the preceding sentence does not apply to any claims under the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act, and it does not apply to the Class and Collective
Action Waivers or California PAGA Individual Action Requirement, each as further described below. Notwithstanding any other clause or language in this Agreement and/or any rules or procedures that might otherwise apply because of this Agreement
or any amendments and/or modifications to those rules, any disputes about the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act and/or any claim that all or any portion of the Class and Collective Action Waivers, or California
PAGA Individual Action Requirement is unenforceable, inapplicable, unconscionable, or void or voidable, will be determined only by a court of competent jurisdiction and not by an arbitrator.
2. Covered Claims. Except as otherwise provided herein, this Agreement applies, without limitation, to claims based upon or related to discrimination, harassment, retaliation, defamation (including
post-employment defamation or retaliation), background checks, privacy, breach of a contract or covenant, fraud, negligence, breach of fiduciary duty, trade secrets, unfair competition, wages, minimum wage and overtime or other compensation or
any monies claimed to be owed, meal breaks and rest periods, termination, tort claims, common law claims, equitable claims, and claims arising under the Defend Trade Secrets Act, Fair Credit Reporting Act, Civil Rights Act of 1964, Americans With
Disabilities Act, Age Discrimination in Employment Act, Pregnancy Discrimination Act, Pregnant Workers Fairness Act, Equal Pay Act, Family Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act (except for claims for
employee benefits under any benefit plan sponsored by the Company and covered by the Employee Retirement Income Security Act of 1974), Affordable Care Act, Genetic Information Non-Discrimination Act, Uniformed Services Employment and Reemployment
Rights Act, Worker Adjustment and Retraining Notification Act, Older Workers Benefits Protection Act of 1990, Occupational Safety and Health Act, Consolidated Omnibus Budget Reconciliation Act of 1985, state and local statutes or regulations
addressing the same or similar subject matters, and all other federal, state, or local legal claims arising out of or relating to Employee’s application for employment, employment, or termination of employment.
3. Claims Not Covered by This Agreement. This Agreement does not apply to: (i) claims for workers compensation benefits, state disability insurance and unemployment insurance benefits; however, it applies to
discrimination or retaliation claims based upon seeking such benefits; (ii) claims for employee benefits under any benefit plan sponsored by the Company and covered by the Employee Retirement Income Security Act of 1974 or
funded by insurance; (iii) disputes that an applicable federal statute expressly states cannot be arbitrated or subject to a pre-dispute arbitration; (iv) disputes
that may not be subject to pre- dispute arbitration as provided by the Sarbanes-Oxley Act, 18 U.S.C. § 1514; and (v) disputes that may not be subject to a
pre-dispute arbitration agreement under the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act (at the election of Employee). This Agreement also will not be construed to require the arbitration of any claims against a defense
contractor that may not be the subject of a mandatory arbitration agreement as provided by any Department of Defense Appropriations Act and their implementing regulations. If any claim(s) not covered under this Agreement above are combined with
claims that are covered under this Agreement, to the maximum extent permitted under applicable law, the covered claims will be arbitrated and remain covered under this Agreement.
Both Employee and the Company may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief (“Provisional Relief”) in connection with
an arbitrable controversy, but only upon the ground that the award to which that party may be entitled may be rendered ineffectual without such relief or where the relief is sought in order to secure performance of an agreement designed to prevent
irreparable harm. The court to which the application is made is authorized to grant Provisional Relief and is authorized to consider the merits of the arbitrable controversy for the limited purposes of evaluating the elements of probable success
and possibility of irreparable injury to the extent required and applicable for the issuance of Provisional Relief under controlling law. However, all determinations of final relief will be decided in arbitration and pursuing temporary or
preliminary injunctive relief will not constitute a waiver of the parties’ agreement to arbitrate by any party.
4. Administrative Agency Claims. Nothing in this Agreement prevents Employee from making a report to or filing a claim or charge with a governmental agency, including without limitation, the Equal Employment
Opportunity Commission, U.S. Department of Labor, Securities and Exchange Commission, National Labor Relations Board, Occupational Safety and Health Administration, Office of Federal Contract Compliance Programs, or law enforcement agencies, and
nothing in this Agreement prevents the investigation by a government agency of any report, claim or charge otherwise covered by this Agreement. This Agreement also does not prevent federal administrative agencies from adjudicating claims and
awarding remedies, even if the claims would otherwise be covered by this Agreement. Nothing in this Agreement prevents or excuses a party from exhausting administrative remedies by filing any charges or complaints required by any governmental
agency before bringing a claim in arbitration. This Agreement also does not prevent or prohibit Employee from reporting, communicating about, or disclosing claims for discrimination, harassment, retaliation, or sexual abuse.
5. Notice of Claim and Exhaustion of Internal Procedures. All claims in arbitration are subject to the same statutes of limitation that would apply in court. The party bringing the claim must demand arbitration
in writing and deliver the written demand by hand, overnight delivery or first class mail to the other party within the applicable statute of limitations period. The demand for arbitration will include identification of the parties, a statement
of the legal and factual basis of the claim(s), and a specification of the remedy sought. Any demand for arbitration made to the Company will be provided to the Company’s principal office located at 1501 Page Mill Road, Palo Alto, CA 94304,
attention HP Inc. General Counsel. Notice to the Employee will be sent to the Employee’s last known home address as reflected in HP’s system of record. The arbitrator will resolve all disputes regarding the timeliness or propriety of the demand
for arbitration. Nothing contained in this Agreement will be construed to prevent or excuse Employee or the Company from utilizing the Company’s or applicable benefit plan’s existing internal procedures for investigation and/or resolution of
complaints, and this Agreement is not intended to be a substitute for the utilization of such procedures.
6. Class and Collective Action Waivers. Employee and the Company agree to bring any dispute in arbitration on an individual basis only, and not on a mass, class and/or collective action basis. Accordingly, the
Employee and Company agree as follows:
(a) There will be no right or authority for any dispute
to be brought, heard, or arbitrated as a class action and the Arbitrator will have no authority to hear or preside over any such claim (“Class Action Waiver”). The Class Action Waiver will be severable from this Agreement if there is a final
judicial determination that the Class Action Waiver is invalid, unenforceable, unconscionable, void or voidable. In such instances, the class action must be litigated in a civil court of competent jurisdiction - not in arbitration - but any
portion of the Class Action Waiver that is enforceable shall be enforced in arbitration.
(b) There will be no right or authority for any dispute
to be brought, heard, or arbitrated as a collective action and the Arbitrator will have no authority to hear or preside over any such claim (“Collective Action Waiver”). The Collective Action Waiver will be severable from this Agreement if there
is a final judicial determination that Collective Action Waiver is invalid, unenforceable, unconscionable, void or voidable. In such instances, the collective action must be litigated in a civil court of competent jurisdiction - not in
arbitration - but any portion of the Collective Action Waiver that is enforceable shall be enforced in arbitration.
Additionally, claims may not be joined or consolidated in arbitration with disputes brought by other individual(s), unless agreed to in writing by all parties.
Employee also agrees he or she is not entitled to notice of any class or collective action, including without limitation notice by any plaintiffs’ counsel, court, or arbitrator. Additionally, Employee may not opt-in or consent to join any class or
collective action.
7. California Private Attorneys General Act (“PAGA”) Individual Action Requirement. Employee and the Company agree to arbitrate PAGA claims on an individual basis only. Therefore, any claim by Employee under PAGA
to recover for unpaid wages, civil penalties, or other individual relief must be arbitrated under this Agreement. Employee and the Company also agree and stipulate that any non-individual PAGA claims shall be stayed in the trial court, pending a
final determination and written decision by the Arbitrator in arbitration with respect to Employee’s status as an “aggrieved employee,” and Employee and the Company agree that the Arbitrator, and not the court, will make this determination. The
Arbitrator is without authority to preside over any PAGA claim by Employee on behalf of any other person or joined by or consolidated with another person or entity’s PAGA claim. This PAGA Individual Action Requirement will be severable from this
Agreement if there is a final judicial determination that it is invalid, unenforceable, unconscionable, void or voidable. In such instances, the PAGA action must be litigated in a civil court of competent jurisdiction - not in arbitration - but
any portion of the PAGA Individual Action Requirement that is enforceable shall be enforced in arbitration.
8. Cooling Off Period and Informal Settlement Conference. The parties mutually agree that after a party initiates the claim by making a written demand for arbitration to the other as set forth above, unless
otherwise mutually agreed to in writing by both parties, there will be a thirty (30) day “Cooling Off Period”. During the Cooling Off Period, the parties may
attempt to resolve the claim. The parties may also mutually agree to extend the Cooling Off Period. During the Cooling Off Period, either party may request an informal meeting to discuss a potential informal resolution of the dispute, without the
need to go forward in an arbitration (“Informal Settlement Conference”). If timely requested, the Informal Settlement Conference will take place at a mutually agreeable time by telephone or videoconference. Employee and a Company representative
must both personally participate; any counsel representing Employee or the Company also may participate. The requirement of personal participation in an Informal Settlement Conference may be waived only if both Employee and the Company agree in
writing. The intent of the Cooling Off Period and Informal Settlement Conference is to allow Employee and the Company a meaningful opportunity to resolve disputes internally. At the end of the Cooling Off Period or if an Informal Settlement
Conference is timely requested, thirty (30) days after completion of the Informal Settlement Conference, and unless the parties have resolved the claim, the
parties will commence the Arbitrator selection process pursuant to the Selection of the Arbitrator and Arbitration Rules Section below. If any aspect of the requirements in this Section has not been met, a court of competent jurisdiction may
enjoin the filing or prosecution of an arbitration. In addition, unless prohibited by law, an arbitrator or JAMS (or any sponsoring organization) may not accept, administer, assess, or demand fees in connection with an arbitration that has been
initiated without compliance with the Cooling Off Period and, if requested by either party, the Informal Settlement Conference. If the arbitration is already pending, it shall be administratively closed. Nothing in this paragraph limits the right
of a party to seek damages for non-compliance with the procedures in this Section.
9. Selection of the Arbitrator and Arbitration Rules. The parties will select the neutral arbitrator by agreement, and the arbitrator will be subject to full disclosures. If the parties are not able to agree to
an arbitrator and/or arbitration sponsoring organization, the arbitration will be held through JAMS, and except as provided in this Agreement, will be in accordance with the then current JAMS Employment Arbitration Rules (“JAMS Rules”); provided
however, if there is a conflict between the JAMS Rules and this Agreement, this Agreement will govern. The JAMS Rules are available from the Company’s Office of the General Counsel or from JAMS (currently found at www.jamsadr.com/rules-employment). Unless the parties agree otherwise, the Arbitrator will be either an attorney who is experienced in employment law and licensed to practice
law in the state in which the arbitration is convened, or a retired judge from any jurisdiction (the “Arbitrator”), and the arbitration will take place in or near the city in which Employee is currently or was last employed by the Company, as
reflected in the Company’s HRIS system.
If JAMS administers the arbitration, the Arbitrator will be selected as follows: JAMS will give each party a list of eleven (11) arbitrators (subject to the
qualifications listed above) drawn from its panel of arbitrators. Each party will have ten (10) calendar days to strike all names on the list it deems unacceptable. If only one common name remains on the lists of all parties, that individual will
be designated as the Arbitrator. If more than one common name remains on the lists of all parties, JAMS will convene a telephone conference, and the parties will strike names alternately from the list of common names until only one remains, with
the party to strike first to be determined by a coin toss. If no common name remains on the lists of all parties, JAMS will furnish a new list of eleven (11) arbitrators from which the parties will strike alternately on a telephone conference
convened by JAMS, with the party striking first to be determined by a coin toss, until only one name remains. That person will be designated as the Arbitrator. If the individual selected cannot serve, JAMS will repeat the alternate striking
selection process. If JAMS will not administer the arbitration, either party may apply to a court of competent jurisdiction with authority over the location where the arbitration will be conducted to appoint a neutral arbitrator who shall act under
this Agreement with the same force and effect as if such arbitrator had been specifically named herein. Any party to this Agreement may be represented by an attorney selected by the party.
10. Pre-Arbitration Procedures. The Arbitrator will have jurisdiction to hear and rule on pre-hearing disputes and is authorized to hold pre-hearing conferences by telephone or videoconference, as the Arbitrator
deems necessary. Either party may file a motion to dismiss and/or a motion for summary judgment and the Arbitrator will apply the standards governing such motions under the Federal Rules of Civil Procedure. A party may make an offer of judgment
in a manner consistent with, and within the time limitations, consequences, and effects provided in Rule 68 of the Federal Rules of Civil Procedure.
11. Substantive Law, Location, and Arbitration Proceeding. The parties will arbitrate their dispute before the Arbitrator, who will confer with the parties regarding the conduct of the hearing and resolve any
disputes the parties may have in that regard. The arbitration will occur in or near the city in which Employee is currently or was last employed by the Company, as reflected in the Company’s HRIS system. The Arbitrator will apply the substantive
law including, but not limited to, applicable statutes of limitations, of the state of the Employee’s work location, as reflected in the Company’s HRIS system, at the time the dispute arises, or federal law, or both, as applicable to the claims
asserted. The Arbitrator is without jurisdiction to apply any different substantive law. In arbitration, the parties will have the right to conduct civil discovery and present witnesses and evidence as needed to present their cases and defenses.
Each party may depose two (2) individual fact witnesses and any expert witness designated by another party. Each party also may propound ten (10) requests for production of documents and ten (10) interrogatory requests to the other party. Each
party may subpoena witnesses and documents for discovery or the arbitration hearing, in accordance with any applicable state or federal law. The parties may agree to additional discovery, and the Arbitrator will have exclusive authority to
entertain requests for additional discovery, and to grant or deny such requests. The Federal Rules of Evidence will apply.
12. Arbitrator’s Award. The Arbitrator may award any party any remedy to which that party is entitled under applicable law, but such remedies will be limited to those that would be available to a party in his or
her individual capacity in a court of law, and no remedies that otherwise would be available to an individual in a court of law will be forfeited because of this Agreement. The Arbitrator will issue a decision or award in writing, stating the
essential findings of fact and conclusions of law. A court of competent jurisdiction will have the authority to enter a judgment upon the award made in the arbitration.
13. Arbitration Fees. The Company will pay the Arbitrator’s and arbitration fees and costs as required by the arbitrator, or JAMS, if applicable, and applicable law, except for the filing fee required by the
arbitrator or JAMS, if applicable. If Employee is financially unable to pay the filing fee, Employee will be relieved of the obligation to pay the filing fee, and any disputes in this regard will be decided by the Arbitrator. Each party will pay
for its own costs and attorneys’ fees, if any, but if any party prevails on a claim which affords the prevailing party attorneys’ fees, the Arbitrator may award reasonable fees to the prevailing party as provided by law. The Arbitrator will
resolve any disputes regarding costs/fees associated with arbitration.
14. Successors and Assigns. This Agreement will inure to the benefit of the parties’ heirs, successors and assigns. Employee agrees this Agreement may be assigned by the Company to a successor or assign without
the need for further authorization or agreement from Employee.
15. Entire Agreement. This Agreement is the full and complete agreement relating to the formal resolution of employment- related disputes. Subject to what is stated above regarding the Class Action Waiver and
Collective Action Waiver, if any portion of this Agreement is deemed unenforceable, the unenforceable provision will be severed from the Agreement and the remainder of this Agreement will be enforceable. Any contractual disclaimers the Company
has in any handbooks, other agreements, or policies do not apply to this Agreement. If the FAA does not apply to a particular dispute or to one or both parties, the parties agree the Delaware Uniform Arbitration Act (“DUAA”) will apply. If
neither the FAA nor DUAA apply, the arbitration law of the jurisdiction where the arbitration will take place will apply. Absent some later amendment agreed to in writing by the parties that expressly states an intent to restrict the Delegation
Provision herein as to future agreements between the parties, the Delegation Provision above shall also apply to any future agreements between the parties, including questions concerning whether a dispute should be routed to arbitration. This
Agreement will survive the termination of Employee’s employment and the expiration of any benefit, and it will apply upon re-employment by the Company if Employee’s employment is ended but later renewed. Notwithstanding any contrary language, if
any, in any Employee Handbook and addendums or any other Company policy or practice, this Agreement may not be modified or terminated absent a writing signed (electronically or otherwise) by both parties.
16. At-Will Employment. This Agreement does not in any way alter the “at-will” status of Employee’s employment; Employee understands and agrees his/her employment with HP is for an indefinite term and is terminable, with or
without cause, at any time by either Employee or HP.
BY SIGNING BELOW, THE EMPLOYEE ACKNOWLEDGES THAT HE OR SHE HAS CAREFULLY READ THIS AGREEMENT AND AGREES TO IT. THE EMPLOYEE AGREES THAT BY SIGNING
THIS AGREEMENT, THE COMPANY AND EMPLOYEE ARE GIVING UP THEIR RIGHTS TO A JURY TRIAL AND AGREEING TO ARBITRATE COVERED CLAIMS ON AN INDIVIDUAL BASIS.
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AGREED:
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Signature: /s/ Emma N. Walmsley
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Date: November 3, 2026
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On behalf of HP Inc.
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/s/ Charles V. Bergh
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Charles V. Bergh
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HP Board of Directors, Chair
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Date: November 3, 2026
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Exhibit 10.2
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HP Inc. Signing Bonus Agreement
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This Signing Bonus Agreement (“Agreement”) is entered into on
November 3, 2026 between HP Inc. (“Company”) and the undersigned individual, whose name appears on the last page of the Agreement (“Employee”), collectively referred to as the “parties.”
1. Bonus at Outset of Employment. Employee acknowledges that the Company has offered to pay Employee a one-time, unearned signing bonus at the outset of Employee’s employment in the gross amount of
$2,500,000 (“Bonus”). As described below, Employee can elect to accept the Bonus in the form of either (a) an “Up-Front Payment,” in which case it will be paid on Employee’s first day of employment (the “Start Date”), less applicable deductions and withholdings, and
subject to a Repayment Obligation, as described below, or (b) a “Deferred Payment,” in which case the Bonus will be paid on the first anniversary of Employee’s Start Date
(subject to Section 2(b)), less applicable deductions and withholdings, and will not be subject to the Repayment Obligation.
2. Payment Options:
a. Up-Front Payment.
Should Employee elect to receive the Bonus as an Up-Front Payment, Employee will be obligated to pay back a portion of the Bonus, on a pre-tax basis, to the Company (“Repayment
Obligation”) only in the event that (i) Employee voluntarily resigns Employee’s employment with the Company (except in circumstances described below), or (ii) the Company terminates Employee’s employment for “misconduct” (as that term is
used in Section 1256 of the California Unemployment Insurance Code), in either case, within one year following the Start Date (the “Term”). Notwithstanding the foregoing, if
Employee voluntarily resigns Employee’s employment with the Company following a material breach by the Company of the terms and conditions of Employee’s offer letter with the Company, dated as of the date hereof (the “Offer Letter”) following notice and cure in accordance with the “Good Reason” provisions of the Company’s Severance and Long-Term Incentive Change in Control Plan for Executive Officers (the “SPEO”), then subject to Employee’s execution and non-revocation of a general release of claims in substantially the form set forth on Exhibit A to the Offer Letter (the “Release”), the Repayment Obligation shall not apply. The Repayment Obligation, if applicable, shall be prorated
such that Employee will only be required to repay the Bonus for the number of days remaining in the Term. By way of illustrative example, if Employee receives a Bonus of $100 and then voluntarily ends Employee’s employment in circumstances in
which the Repayment Obligation applies with 73 days remaining in the Term, the Repayment Obligation would be calculated by taking the 73 days remaining and dividing that by the 365 total days in the Term to get 0.2 which, when multiplied by the
$100 of the Bonus, yields a Repayment Obligation of $20. No interest will accrue on the Repayment Obligation. For the avoidance of doubt, no Repayment Obligation shall apply in the event Employee’s employment terminates as a result of Employee’s
death or “permanent and total disability” (within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended).
b. Deferral. Should
Employee elect to receive the Bonus as a Deferred Payment, Employee will not receive the Bonus until the one-year anniversary of their Start Date. If Employee elects the Deferred Payment option and Employee’s employment ends before the one-year
anniversary of their Start Date due to a voluntary resignation by Employee for any reason (except in circumstances described below) or due to a termination by the Company for “misconduct”, Employee will not receive the Bonus. Notwithstanding the
foregoing, if Employee voluntarily resigns Employee’s employment with the Company following a material breach by the Company of the terms and conditions of the Offer Letter following notice and cure in accordance with the “Good Reason” provisions
of the SPEO or the Company terminates Employee’s employment other than for “misconduct” (as that term is used in Section 1256 of the California Unemployment Insurance Code), then subject to Employee’s execution and non-revocation of a Release,
Employee shall be paid the full amount of the Bonus on the one-year anniversary date, less applicable deductions and withholdings, provided that the Release is effective by such date. To elect the Deferred Payment option, Employee must send an
email to the Chief Legal Officer and General Counsel of the
Company within 10 calendar days of Employee’s execution of this Agreement (but in no event later than the day prior to the Start Date)
with the subject line “Election of Bonus Deferral” and a statement that Employee is electing to receive the Bonus as a Deferred Payment pursuant to the terms of this Agreement. Otherwise, Employee’s signature below indicates that Employee has
elected the Up-Front Payment option. In the event Employee’s employment terminates as a result of Employee’s death or “permanent and total disability,” Employee (or Employee’s estate or beneficiaries) shall be paid the full amount of the Bonus on
the one-year anniversary date, less applicable deductions and withholdings.
3. Right to Consult Attorney. Employee has the right to consult an attorney regarding this Agreement prior to executing the same. Employee shall be provided 5 business days after receipt of this
Agreement to consult an attorney regarding the terms herein.
4. Deduction Authorization. To the extent authorized by law, Employee hereby agrees that, for their own convenience, Employee authorizes the Company to deduct the amount of the Repayment Obligation from
any final compensation or severance payments Employee may receive at the end of their employment. The Company is not obligated to make such deductions, and may opt, in its sole discretion, not to make such deductions and instead require
Employee to affirmatively pay back the Repayment Obligation to the Company.
5. Waiver or Modification. If the Company fails to take action to remedy a breach or threatened breach of a provision of this Agreement by Employee, such inaction shall not be construed as a waiver of
such breach or any subsequent breach, or a waiver of any provision of this Agreement. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective as to the Company unless made in
writing and signed by an authorized officer of the Company.
6. Integration. The terms contained in this Agreement, together with the Offer Letter (including all exhibits thereto), are the entire agreement between the parties concerning the matters covered
herein. The parties are not relying upon any representations, understandings or agreements outside of this Agreement in making the decision to enter it. This Agreement supersedes prior agreements between Employee and the Company regarding the
subject matter addressed herein, other than the Offer Letter.
7. Disputes. Any disputes related to this Agreement shall be governed by Employee’s then-applicable Agreement to Arbitrate Claims with the Company, including all choice of
law and venue provisions therein.
8. Preservation of Termination Rights. Nothing in this Agreement shall be construed to create an agreement for a guaranteed term of employment or to modify or limit in any way either party’s right to
end the employment relationship between them at any time or for any reason, subject to the terms of the Offer Letter.
9. Counterparts and Electronic Signatures. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the
same instrument. Counterparts may be executed and delivered via facsimile, electronic mail, or other electronic means. Both parties consent to execution of this Agreement by electronic means and agree that execution of this Agreement by such
means is as valid as if the Agreement were signed in writing.
10. Employee Acknowledgement. By their signature below, Employee acknowledges and agrees to adhere to the terms and conditions of this Agreement, including without limitation the Repayment Obligation.
The Company makes no representations or warranties regarding any tax or other consequences arising from Employee’s acceptance of the Bonus, and Employee is solely responsible for obtaining such professional advice as Employee deems appropriate.
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EMPLOYEE:
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HP INC.:
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Signature: /s/ Emma N. Walmsley
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Signature: /s/ Charles V. Bergh
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Name: Emma N. Walmsley
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Name: Charles V. Bergh
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Date: November 3, 2026
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Title: HP Board of Directors, Chair
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3 |
Exhibit 99.1
HP Inc. Appoints Emma Walmsley as Chief Executive Officer
Bruce Broussard to Succeed Chip Bergh as Chair of the Board
PALO ALTO, Calif., Nov. 4, 2026 (GLOBE NEWSWIRE) -- HP Inc. (NYSE: HPQ) today announced that its Board of Directors has unanimously appointed Emma Walmsley as Chief Executive Officer, effective January 4, 2027. Ms. Walmsley most recently served as Chief Executive
Officer of GSK and has been a member of Microsoft’s Board of Directors for seven years. She will succeed Bruce Broussard, who has served as Interim Chief Executive Officer since February 2026. Broussard will become Chair of the Board effective
January 4, 2027, succeeding Chip Bergh.
“HP has tremendous potential at an important inflection point in technology, and we need a leader who can build on our innovation heritage and
strengths to boldly shape the company’s future. Emma is a proven CEO with a track record of leading organizations at scale and guiding them through significant change. She has the experience and skills to bring HP’s businesses, capabilities and
people together to capture the opportunities ahead as AI moves to the edge, transforming how we work and live in a more connected world. I look forward to supporting her as she leads HP into its next phase of growth,” said Bruce Broussard, Interim Chief Executive Officer.
“HP is an iconic company with a defining role in shaping the future of work on a global scale. I’m excited to join the team and, together, move
forward with clarity and conviction. We will focus on harnessing the power of the AI era and putting HP’s creativity and innovation to work to unlock new sources of growth and deliver lasting value for our customers, shareholders, partners and
people,” said Emma Walmsley.
“Today’s appointment follows a comprehensive global search focused on what HP needs to win in its next chapter. Throughout the process, Emma stood
out for the strength of her leadership experience across multiple industries, the clarity of her strategic thinking and her ability to translate customer insights into new growth. She has a
people-first leadership approach that aligns and inspires high-performing teams around clear priorities, strong execution and lasting value creation,” said Chip Bergh, Chair of the Board.
“I also want to thank Bruce for his strong leadership, which has enabled the Board to conduct an intentional and rigorous search leading to today’s
successful outcome. It’s a privilege to hand the role of Chair to him, knowing he will provide important continuity and valuable guidance to Emma and the Board during the transition and in the
years ahead,” said Bergh.
Ms. Walmsley is the former Chief Executive Officer of GSK, where she served from April
2017 through December 2025. During her nearly nine years as CEO, she led a significant transformation of the global biopharmaceutical company and delivered a step-change in its operating performance. She
sharpened the company’s strategic focus on specialty medicines and vaccines, reinvigorated its R&D pipeline and strengthened the balance sheet following the successful separation of its consumer healthcare business, while enhancing GSK’s
leadership bench and succession pipeline. Ms. Walmsley joined GSK in 2010 and became CEO of GSK Consumer Healthcare in 2015 before being appointed Group CEO. Earlier, she spent 17 years at L’Oréal building and leading major global consumer businesses.
Bergh has served as Chair of HP’s Board since 2017 and as a director since 2015 and will continue as Chair until Broussard assumes the role on
January 4, 2027.
“Chip has provided strong leadership as Chair for the past nine years, helping guide HP through significant change while maintaining a sharp focus on governance, capital
allocation and value creation,” said Broussard. “I have appreciated his partnership while serving as Interim CEO.”
About HP Inc.
HP Inc. (NYSE: HPQ) is a global technology leader redefining the Future of Work. Operating in more than 180 countries, HP delivers innovative and
AI-powered devices, software, services and subscriptions that drive business growth and professional fulfillment. For more information, please visit: HP.com.
Forward-Looking Statements
This press release contains forward-looking statements that are based on current expectations and assumptions, including, but not limited to, the
statements regarding HP’s executive succession plans and Board Chair transition. These forward-looking statements involve significant risks and uncertainties (some of which are beyond our control) and actual results may differ materially from any
future results expressed or implied by the forward-looking statements, including our ability to transition to a new CEO and the other factors described in the Annual Report on Form 10-K for the fiscal year ended October 31, 2025, and HP’s other
filings with the Securities and Exchange Commission. The forward-looking statements in this press release are made as of the date of this document and HP assumes no obligation and does not intend to update these forward-looking statements.
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HP Inc. Investor Relations InvestorRelations@hp.com
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