Good afternoon, and welcome to the HP Inc. Annual Meeting of Stockholders. I would now like to turn the meeting over to Chip Bergh, Chairman of HP's Board of Directors. Please go ahead, sir.
Thank you, operator, and good afternoon, everyone. I'm Chip Bergh, Chair of the Board of HP. We're glad you could join us for HP's 2026 Annual Meeting of Stockholders. I will now call the meeting to order. I'm joined here by Bruce Broussard, HP's Interim CEO and a member of the Board, and Whitney Cox, HP's Corporate Secretary. In addition, my fellow members of the Board, HP's Executive Officers, and representatives from our registered public accounting firm, Ernst & Young, are also attending today's meeting. As a reminder, you can vote your shares online at any time during this meeting prior to the closing of the polls, and you can also submit questions through the text box located on your screen. For today's meeting, I will begin by turning the time over to Whitney to conduct the business of the meeting.
Bruce and I will have a question- and- answer session, after which Whitney will share the preliminary voting results, and the meeting will conclude. I'll now turn it over to Whitney.
Thank you, Chip. The conduct of today's meeting will be governed by HP's bylaws and the meeting rules that have been made available to stockholders on the meeting website. To ensure that the business of the meeting proceeds in an orderly fashion, we ask that all participants please observe the meeting rules. The meeting will proceed as follows. I will briefly cover the various meeting requirements. We'll then take up the five items of business to be voted on in today's meeting. Next, some time has been allocated for Chip and Bruce to respond to questions that have been submitted by stockholders using the meeting website. As a reminder, you may submit questions at any time during today's meeting. Finally, I will announce the preliminary voting results.
HP's agents have certified that a notice of the meeting was provided on February 25th, 2026, to all stockholders of record as of the record date for the meeting. I have received a copy of that certification, and I therefore declare that legal notice of the meeting has been duly given. Janice Castillo from Broadridge Financial Solutions Inc. has been appointed to serve as our Inspector of Election for this meeting and is participating in today's meeting. Janice has taken and signed an oath as an Inspector of Election. Janice has informed me that a majority of the company's outstanding shares held as of the record date, which was February 17th, 2026, for this meeting, are represented at this meeting. A quorum is therefore established, and we may proceed with the business of the meeting. There are five items of business on today's agenda.
In accordance with HP's bylaws, these are the only proposals to be voted upon at this meeting. On behalf of the Board of Directors, I have moved these items for a vote, including the stockholder proposal, if properly presented, and open the polls for voting on these items. Please remember that you may vote your shares online anytime during this meeting before the polls are closed. You must submit your electronic ballot in order for your votes to be counted. The Inspector of Election will not accept votes submitted after the closing of the polls. The polls will remain open until I announce their closure later in the meeting. If you previously voted by proxy and do not wish to change your vote, your vote will be cast as you previously instructed and no further action is needed.
If you are a record holder and wish to change your vote, you did not send in a proxy and wish to cast your vote now, or you have not already cast your vote using your electronic voting system, you may cast your vote by electronic ballot now or any time until the polls close by clicking the voting button on the meeting website. Following the presentation of the items of business and the question- and-a nswer session with Chip and Bruce, I will close the polls and provide a preliminary report of vote results, and then the meeting will conclude. The first item of business is a vote to elect each of the 12 nominees for election to the Board of Directors to serve for a term of one year.
The 12 nominees who've been nominated to serve are Chip Bergh, Bruce Broussard, Stacy Brown-Philpot, Stephanie Burns, Mary Ann e Citrino, Rich Clemmer, Fama Francisco, David Meline, Jami Miscik, Gianluca Pettiti, Kim Rucker, and Songyee Yoon. Biographies for and related information about each of these nominees is available in the proxy statement. Your Board of Directors recommends that stockholders vote for each of the Director nominees. The second item of business is the ratification of the appointment of Ernst & Young LLP as HP's independent registered public accounting firm for fiscal year 2026. For the reasons described in the proxy statement, your Board of Directors recommends that stockholders vote for this item of business. The third item of business is an advisory vote on HP's named Executive Officer Compensation. For the reasons described in the proxy statement, your Board of Directors recommends that stockholders vote for this item of business.
The fourth item of business is a vote to approve the Fifth Amended and Restated HP Inc. 2004 Stock Incentive Plan. For the reasons described in the proxy statement, your Board of Directors recommends that stockholders vote for this item of business. The fifth item of business is a stockholder proposal requesting that the Board adopt an enduring policy and amend the governing documents as necessary in order that two separate people hold the office of the Chairman and the office of the CEO. Mr. John Chevedden, the proponent of the proposal, will now briefly present the proposal. Mr. Chevedden, you will have five minutes to present your proposal.
Hello, this is John Chevedden. Proposal Five: Independent Board Chairman. Charles requested the Board of Directors adopt an enduring policy and amend the governing documents in order that two separate people hold the office of the Chairman and the office of the CEO. The Chairman of the Board shall be an independent Director. A lead Director shall not be a substitute for an independent Board Chairman. The Board shall have the discretion to select an Interim Chairman of the Board, who is not independent Director, to serve while the Board is required to seek an independent Chairman of the Board on an accelerated basis. This policy can be introduced for the next HP CEO transition, which may be coming soon.
An independent Board Chairman at all times improves corporate governance by bringing impartiality, objective oversight, and external expertise to Board decisions, mitigating conflicts of interest, enhancing transparency, and boosting shareholder confidence. This detached perspective allows the Chairman to focus on shareholder interests, strengthen management accountability, and provide critical checks and balances, ultimately contributing to long-term sustainability and performance. This may be a particularly good time to consider the merits of this proposal. HP stock was at $41 in 2022, and has fallen to $19 today, despite a robust stock market. Morgan Stanley maintained an underweight rating on HP stock, citing potential perfect storm of slowing business demand and high component cost. HP shares have fallen over 37% in the last 52 weeks. The sudden exit of CEO Enrique Lores in early 2026 has added to shareholder uncertainty, leading to ratings downgrades from firms like Bank of America. Please vote yes.
Independent Board Chairman, Proposal Five.
Thank you, Mr. Chevedden. For the reasons described in the proxy statement, the Board of Directors recommends that stockholders vote against this item of business. This concludes the presentation of the items of business to be considered at today's meeting. We'll now move to the question- and- answer portion of our agenda. We had very few questions submitted by stockholders in advance of today's meeting, but we will address them here. Note that some of our responses to your questions during today's meeting may include forward-looking statements that are based on certain assumptions and are subject to a number of risks and uncertainties. The risks, uncertainties, and assumptions that could affect these forward-looking statements include risks that are described or updated in HP's SEC reports, including our annual report on Form 10-K for our most recently completed fiscal year. The first question is for Bruce.
What is the plan to address the decline in stock price over the last year?
Thanks, Whitney. The Board and management team are confident in our multi-year strategy and the strength of our broad portfolio and our ability to execute. I'd like to talk a little more about this. In the short term, we are aggressively taking action to offset the memory cost, which includes working with our suppliers and ensuring we have adequate supply, demand shaping of our products to ensure we are able to match our current customer needs, and continue to focus on improving our general and administrative cost structure. We also see significant opportunity in our strategy to lead the future of work, aligned with the evolving customer needs. Our broad platform of devices and PCs allow us to take advantage of how AI is changing how people work and live. Edge computing helps enable the shift from stronger security and privacy, lower cost, and faster responsiveness.
HP has a strong track record of managing uncertainty, from commodity super cycles and trade cost volatility to the pandemic. While the near-term environment remains challenged, we are very confident that the actions we're taking positions us for the long-term success.
Thank you, Bruce. The next question is for Chip. Chip, why does HP give shares to Executives and Directors?
Thanks, Whitney. Equity is critical to how we reward our team, and our stock-based compensation serves three essential purposes. First is stockholder alignment. Our compensation programs reflect best-in-class practices and are designed to effectively link pay to performance by making a large portion of pay at risk through shares. We ensure that leaders only benefit when the shareholders benefit. The second is creation of long-term value. Equity promotes HP's success and long-term value by linking individual interests of key employees to those of our stockholders. Executives and Directors that are also shareholders will be incentivized to think about the company and its success just beyond a single quarter or a single pay period, thinking about the long term. The third is that equity is critical for retention and recruitment.
In order to compete for talent in this incredibly competitive tech industry, we have to have compensation packages that are equally competitive, that incentivize high-performing leaders to stay with HP. In this industry, equity is a critical component of having a competitive value proposition for employees. In addition, we grant equity awards to non-employee Directors to likewise align their interests with shareholder interests and reinforce a long-term ownership view consistent with driving long-term shareholder value.
Thank you, Chip. Our last question is for both you and Bruce. Stockholders want an update on the CEO search. Chip, why don't you speak first, and then turn it over to Bruce for his perspective as the Interim CEO?
Thanks, Whitney. I'm not surprised that we've gotten this question. It is arguably the most important job of a Board of Director is hiring the CEO. I assure you that we are all over this. As we've shared before, the Board has formed a search committee and have engaged an external search firm, and the process is well underway. Our priority is to identify the right leader to take HP forward. We are extremely grateful to have Bruce step in as the Interim CEO. He's doing an incredible job and is totally full on while we conduct this search. We are considering a broad range of candidates today with a preference for seasoned executives who have led large global businesses through complex and dynamic environments. We're confident that we are running a very thorough process that will result in us finding the right leader.
Now I'll turn it over to Bruce so he can add his perspective.
Thanks, Chip. I also wanted to add, importantly, the CEO transition has not slowed the execution. We have strong leadership in place that positions us well to successfully drive our strategy forward in 2026 and be able to overcome the memory issues that was previously discussed. We remain focused on simplifying our priorities, accelerating decision-making, and keeping the customer at the center of everything we do.
Thanks, Bruce and Chip. Thank you to the stockholders who submitted questions today. Questions that were submitted that we weren't able to answer during the meeting, we will attempt to respond to in writing and post it on our investor relations website at investor.hp.com. This concludes the question and answer portion of the meeting. At this time, we will close the polls for voting, and I will share a preliminary report of the vote results. Final vote results will be made available via current report on Form 8-K that we will file with the SEC within the prescribed period following today's meeting. The following is based on the preliminary vote results provided to us by our Inspector of Election. All votes are subject to final count certified by the inspector.
Regarding proposal one, all 12 Director nominees are elected to serve for the next year and to hold office until their successors are duly elected and qualified. Regarding proposal two, the appointment of Ernst & Young as HP's independent registered public accounting firm for fiscal year 2026 is ratified. Approximately 93% of the shares present and entitled to vote voted for this proposal. Regarding proposal three, the advisory vote to approve the company's named Executive Officer Compensation has passed. Approximately 92% of the shares present and entitled to vote voted for this proposal. Regarding proposal four, the Fifth Amended and Restated HP Inc. 2004 Stock Incentive Plan is approved. Approximately 75% of the shares present and entitled to vote voted for this proposal. Regarding proposal five, the stockholder proposal regarding an independent Board Chairman is not approved.
Only 16% of the shares present and entitled to vote voted for this proposal. This concludes the formal business of the meeting. I will now turn the meeting back over to Chip to conclude the proceedings of our meeting today.
Thank you, Whitney. It is now 2:16 P.M. Pacific Time, and I declare that the business of today's meeting is concluded. Thank you all very much for joining us this afternoon. We appreciate your interest and your continued confidence in HP.
The meeting has now concluded.
Goodbye.
Thank you for attending today's presentation. You may now disconnect.