Hp Inc 8-K, filed Feb 27, 2020
Hp Inc (HPQ)
8-K
2020-02-27
For: 2020-02-27
View Original
Added on
April 09, 2026
About this 8-K
Hp Inc filed this 8-K on February 27, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 8.01: Other events
- 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
PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
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(Exact name of registrant as specified in its charter)
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(State or other jurisdiction
of incorporation) |
(Commission File Number) |
(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)
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
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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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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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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. ☐
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
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(d) Effective February 27, 2020, the Board of Directors (the “Board”) of HP Inc. (“HP”) expanded the size of the Board to thirteen members and appointed
Richard L. Clemmer to fill the resulting vacancy. As previously announced, the size of the Board will be reduced by one upon the effectiveness of Dion Weisler’s previously announced departure from the Board in connection with the 2020 Annual
Meeting, with the result that the size of the Board will be twelve. Mr. Clemmer has served as the Chief Executive Officer and Executive Director of NXP Semiconductors N.V. since January 2009.
The Board has determined that Mr. Clemmer qualifies as an independent director under the listing standards of the New York Stock Exchange. The Board
anticipates naming Mr. Clemmer to serve on one or more committees of the Board, but at the time of this Form 8-K, the Board has not determined the committee(s) to which he will be named.
Mr. Clemmer will receive compensation for service as a non-employee director of the Company on terms generally consistent with the compensation provided to
other non-employee directors, as determined by the Board from time to time. There are no arrangements or understandings between Mr. Clemmer and any other persons pursuant to which Mr. Clemmer was selected as a director. Mr. Clemmer has no direct or
indirect material interest in any transaction required to be disclosed pursuant to item 404(a) of Regulation S-K.
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Item 8.01.
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Regulation FD Disclosure
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A copy of the Company’s news release announcing Mr. Clemmer’s appointment has been filed as Exhibit 99.1 to this Current Report on Form 8-K.
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Item 9.01.
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Financial Statements, Pro Forma Financial Information and Exhibits.
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(d)
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Exhibits. The following exhibits are filed as part of this report:
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| 99.1 |
Press Release, dated February 27, 2020
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Cover Page Interactive Data File, formatted in Inline XBRL
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
Dated: February 27, 2020
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By:
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/s/ Ruairidh Ross | |
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Name:
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Ruairidh Ross
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Title:
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Deputy General Counsel and Assistant Secretary
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Exhibit 99.1
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HP Inc.
1501 Page Mill Road
Palo Alto, CA 94304
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hp.com
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News Release
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HP Appoints Richard Clemmer to Board of Directors
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Editorial contacts
HP Inc. Media Relations
MediaRelations@hp.com
HP Inc. Investor Relations
InvestorRelations@hp.com
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PALO ALTO, Calif., February 27, 2020 — HP Inc. (NYSE: HPQ) today announced the appointment of technology industry leader Richard (“Rick”) Clemmer to HP’s Board of Directors.
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Chip Bergh, Chair of HP’s Board of Directors, said, “Rick has a proven record of balancing disciplined cost cutting with growth investments, including through strategic transactions, that we believe will be additive to HP. The HP Board
benefits from world-class directors with diverse skills and expertise to oversee the Company’s business and strategic execution. We are pleased to welcome Rick to the HP Board.”
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Enrique Lores, HP President and CEO, said, “We are fortunate to have a strong board that knows the industry well and is committed to ensuring we create maximum value for all of our shareholders. Rick’s experience in the tech sector and
operational leadership is directly relevant to our strategic and financial value plan. We will benefit from his expertise as we continue to lead HP forward.”
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Clemmer said, “This is an especially exciting time for HP. Innovation across HP’s Personal Systems, Print, and 3D Printing and Digital Manufacturing businesses provides a strong foundation for growth and value creation. I am delighted to
have the opportunity to work with Enrique and the Board to help guide HP’s continued market leadership.”
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About Clemmer
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Clemmer is currently CEO and Executive Director of NXP Semiconductors N.V., a global leader in secure connectivity solutions for embedded applications. Under his leadership, NXP has unlocked new sources of profitable growth, created
significant shareholder value and strengthened the company’s position in key markets, including the acquisition and successful integration of Freescale.
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Prior to becoming CEO of NXP, Clemmer was a member of NXP’s supervisory board and a senior advisor of Kohlberg Kravis Roberts & Co., a private equity and global investment firm that manages multiple alternative asset classes.
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Clemmer also previously served as President and CEO of Agere Systems, where he drove the turnaround and re-emergence of Agere Systems Inc., a spin-out from Lucent Technologies Inc.
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Clemmer also served as Chairman of u-Nav Microelectronics Corporation, a GPS technology provider, and as Executive Vice President and Chief Financial Officer of Quantum Corporation. Before that, Clemmer was Senior Vice President and
Semiconductor Group Chief Financial Officer of Texas Instruments.
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Clemmer also serves on the board of NCR Corporation.
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About HP’s Board
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With Clemmer’s appointment, the HP Board has temporarily expanded to 13 directors, 11 of whom are independent. As previously announced, former HP CEO Dion Weisler will continue to serve on HP’s Board of Directors until the 2020 Annual
Meeting of Stockholders, at which point the HP Board will comprise 12 directors, 11 of whom are independent, including an independent Chairman, and the Company’s current CEO.
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In connection with Clemmer’s appointment as a new independent director, HP has provided notice to Xerox that it has 10 days to nominate an additional candidate in connection with the 2020 Annual Meeting. Information regarding the HP Board
and its recommended slate of director nominees will be presented in the Company’s definitive proxy statement and other materials to be filed with the U.S. Securities and Exchange Commission and mailed to all shareholders eligible to vote at
the 2020 Annual Meeting. The date of the 2020 Annual Meeting has not yet been announced.
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Forward-Looking Statements
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This document contains forward-looking statements that involve risks, uncertainties and assumptions. If the risks or uncertainties ever materialize or the assumptions prove incorrect, actual results may differ materially from those
expressed or implied by such forward-looking statements and assumptions.
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All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including any statements of expectation or belief; any statements relating to the plans, strategies and objectives of
management or the HP Board of Directors for future operations and activities; any statements regarding HP’s strategic plans, potential future share repurchases or any potential strategic transactions; any statements concerning the expected
development, performance, market share or competitive performance relating to products or services; and any statements of assumptions underlying any of the foregoing.
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Risks, uncertainties and assumptions include factors relating to HP’s ability to execute on its strategic plan, including the recently announced initiatives, business model changes and transformation; execution of planned structural cost
reductions and productivity initiatives; potential developments involving Xerox Holdings Corporation; HP’s ability to complete any contemplated share repurchases, other capital return programs or other strategic transactions; the need to
address the many challenges facing HP’s businesses; the competitive pressures faced by HP’s businesses; risks associated with executing HP’s strategy, business model changes and transformation; successfully innovating, developing and
executing HP’s go-to-market strategy, including online, omnichannel and contractual sales, in an evolving distribution and reseller landscape; successfully competing and maintaining the value proposition of HP’s products, including supplies;
the impact of macroeconomic and geopolitical trends and events; the need to manage third-party suppliers, manage HP’s global, multi-tier distribution network, limit potential misuse of pricing programs by HP’s channel partners, adapt to new
or changing marketplaces and effectively deliver HP’s services; challenges to HP’s ability to accurately forecast inventories, demand and pricing, which may be due to HP’s multi-tiered channel, sales of HP’s products to unauthorized resellers
or unauthorized resale of HP’s products; the protection of HP’s intellectual property assets, including intellectual property
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licensed from third parties; risks associated with HP’s international operations; the development and transition of new products and services and the enhancement of existing products and services to meet customer needs and respond to
emerging technological trends; the execution and performance of contracts by HP and its suppliers, customers, clients and partners; the hiring and retention of key employees; integration and other risks associated with business combination
and investment transactions; the results of the restructuring plans, including estimates and assumptions related to the cost (including any possible disruption of HP’s business) and the anticipated benefits of the restructuring plans;
disruptions in operations from system security risks, data protection breaches, cyberattacks, extreme weather conditions, medical epidemics or pandemics such as the novel coronavirus, and other natural or manmade disasters or catastrophic
events; the impact of changes in tax laws, including uncertainties related to the interpretation and application of the Tax Cuts and Jobs Act of 2017 on HP’s tax obligations and effective tax rate; the resolution of pending investigations,
claims and disputes; and other risks that are described in HP’s Annual Report on Form 10-K for the fiscal year ended October 31, 2019, and HP’s other filings with the SEC.
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HP assumes no obligation and does not intend to update these forward-looking statements. HP’s Investor Relations website at http://investor.hp.com contains a significant amount of information about HP, including financial and other
information for investors. HP encourages investors to visit its website from time to time, as information is updated, and new information is posted.
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Important Information
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This document is not an offer to purchase or a solicitation of an offer to sell any securities. If a tender offer or exchange offer is commenced, HP will file with the SEC a solicitation/recommendation statement on Schedule 14D-9. Any
solicitation/recommendation statement filed by HP that is required to be mailed to stockholders will be mailed to HP stockholders. HP STOCKHOLDERS ARE ADVISED TO READ HP’s SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY DECISION WITH RESPECT TO ANY EXCHANGE OFFER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders may obtain free copies of the
solicitation/recommendation statement on Schedule 14D-9 (when available), as well as any other documents filed by HP in connection with any tender offer or exchange offer, without charge at the SEC’s website at www.sec.gov.
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HP intends to file a proxy statement with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the solicitation of proxies for the 2020 Annual Meeting of Stockholders. Any definitive proxy statement and a white proxy
card will be mailed to HP’s stockholders. HP STOCKHOLDERS ARE URGED TO READ ANY PROXY STATEMENT AND OTHER RELEVANT MATERIALS IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. These and other SEC filings made
by HP may be obtained (when available) without charge at the SEC’s website at www.sec.gov and at the investor relations section of HP’s website at http://www.hp.com. In addition, investors and security holders will be able to obtain free
copies of these documents from HP by directing a request to Investor Relations, 1501 Page Mill Road, Palo Alto, CA 94304, or by calling (650) 857-1501.
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Certain Information Concerning Participants
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HP and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies under the rules of the SEC. HP stockholders may obtain information regarding the names, affiliations and interests of
HP’s directors and executive officers in HP’s Annual Report on Form 10-K for the year ended October 31, 2019, which was filed with the SEC on December 12, 2019, and its proxy statement for the 2019 Annual Meeting of Stockholders, which was
filed with the SEC on February 26, 2019. To the extent holdings of HP securities have changed since the amounts printed in the proxy statement for the 2019 Annual Meeting, such changes have been or will be reflected on Statements of Change in
Ownership on Form 4 filed with the SEC. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the interests of these participants in any proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise, will also be included in the proxy statement to be filed by HP with the SEC in connection with the 2020 Annual Meeting, if and when it becomes available.
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About HP Inc.
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HP Inc. (NYSE: HPQ) creates technology that makes life better for everyone, everywhere. Through our product and service portfolio of personal systems, printers and 3D printing solutions, we engineer experiences that amaze. More information
about HP Inc. is available at www.hp.com.
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