HP Inc. filed SEC Form 8-K: Leadership Update, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
$HPQ
Computer Manufacturing
Technology
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 | |||||||||||||||||
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(650 ) 857-1501
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | |||||||
On February 21, 2025, the Board of Directors (the “Board”) of HP Inc. (the “Company”) expanded the size of the Board and elected Gianluca Pettiti to serve as a director of the Company. Mr. Pettiti is Executive Vice President and President, Life Sciences, Diagnostics and Applied at Thermo Fisher Scientific Inc., a global life sciences company. The Board has determined that Mr. Pettiti qualifies as an independent director under the listing standards of the New York Stock Exchange and the director independence standards set forth in the Company’s Corporate Governance Guidelines. On February 21, 2025, the Board also appointed Mr. Pettiti to the Finance, Investment and Technology Committee and HR and Compensation Committee. Mr. Pettiti will receive compensation for service as a non-employee director of the Company consistent with the compensation generally provided to other non-employee directors, as determined by the Board from time to time. Currently, non-employee directors generally receive, among other things (i) an annual cash retainer of $105,000, which, in lieu of cash, he or she may elect to receive an equivalent value of Company equity securities in the form of fully vested shares of common stock of the Company (“shares”), and an annual equity retainer of $220,000 in the form of fully vested shares, (ii) $2,000 in cash for each Board meeting attended in excess of ten per Board year and (iii) $2,000 in cash for each Board committee meeting attended in excess of ten meetings per committee per Board year. For Mr. Pettiti’s first partial year of Board service, his annual cash retainer will be pro-rated and paid in the form of cash and his annual equity retainer will be pro-rated and paid in the form of fully vested shares. There are no arrangements or understandings between Mr. Pettiti and any other persons pursuant to which Mr. Pettiti was selected as a director. Mr. Pettiti has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. | ||||||||
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. | |||||||
On February 21, 2025, the Board adopted amendments to the Company’s amended and restated bylaws (the “Bylaws”). The amendments, described below, and amended and restated Bylaws are effective as of February 21, 2025. The amendments to the Bylaws are solely to increase the number of authorized directorships comprising the Board from 14 to 15, in connection with the appointment to the Board of Mr. Pettiti, effective as of February 21, 2025. This summary does not purport to be complete and is qualified in its entirety by reference to the text of the Amended and Restated Bylaws. The Amended and Restated Bylaws are included in Exhibit 3.1 to this Current Report on Form 8-K and are incorporated herein by reference. | ||||||||
| Item 9.01. | Financial Statements and Exhibits. | |||||||
| (d) | Exhibits. The following exhibits are filed as part of this report: | |||||||
| Exhibit Number | Description | |||||||
| 3.1 | ||||||||
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL. | |||||||
| 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. | |||||||||||
| HP Inc. | |||||||||||
| DATE: February 21, 2025 | By: | /s/ RICK HANSEN | |||||||||
| Name: | Rick Hansen | ||||||||||
| Title: | SVP, Deputy General Counsel – Corporate, and Corporate Secretary | ||||||||||