Additional Proxy Soliciting Materials (definitive) (defa14a)
January 23 2020 - 5:23PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of
the Securities Exchange Act of 1934
Filed by the Registrant x
Filed by a Party other than the Registrant o
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Preliminary Proxy Statement
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Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Under Rule 14a-12
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HP INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s)
Filing Proxy Statement, if other than the Registrant)
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
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HP Inc.
1501 Page Mill Road
Palo Alto, CA 94304
hp.com
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News Release
HP Issues Statement Regarding Director Nominations from
Xerox
No Shareholder Action Required at this Time
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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., January 23, 2020 — HP Inc. (NYSE: HPQ)
today confirmed that Xerox Holdings Corporation has announced its intent to nominate 11 candidates to stand for election to the
Company’s Board of Directors at the HP’s 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”).
Xerox has previously submitted an unsolicited proposal to acquire HP, that the HP Board unanimously rejected.
HP issued the following statement:
We believe these nominations are a self-serving tactic
by Xerox to advance its proposal, that significantly undervalues HP and creates meaningful risk to the detriment of HP shareholders.
The HP Board of Directors is committed to serving the
best interests of all HP shareholders and to pursuing the most value-creating path. Value creation for HP shareholders is not dependent
on a Xerox combination. There are numerous opportunities available to HP to drive sustainable long-term value. These include the
execution of HP’s strategic plan, and the deployment of its strong balance sheet for increased share repurchases of its significantly
undervalued stock, and for value-creating M&A. Xerox’s proposed transaction attempts to use HP’s financial capacities
for the benefit of Xerox shareholders.
We believe that Xerox’s proposal and nominations
are being driven by Carl Icahn, and his large ownership position in Xerox means that his interests are not aligned with those of
other HP shareholders. Due to Mr. Icahn’s ownership position, he would disproportionately benefit from an acquisition of
HP by Xerox at a price that undervalues HP.
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Mr. Icahn has meaningful influence over Xerox and its
Board of Directors given this ownership position; the role he played in the appointment of Xerox’s current CEO, who is a
former Icahn consultant; and the ties Mr. Icahn has to members of the Xerox Board, including Xerox’s Chairman, an Icahn employee.
The HP Board is unwavering in its commitment to HP
shareholders and will continue to take all appropriate actions to advance and protect HP shareholders’ best interests.
About HP’s Board of Directors
HP benefits from an independent Board, including an independent
Chairman and 10 of 12 independent directors, with the remaining members being the Company’s current and former CEOs.
HP’s Board includes world-class directors who bring relevant
skills and proven experience in advancing HP’s strategy across personal systems, print and 3D, and driving sustainable, profitable
growth and value creation. This expertise includes:
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Developing and implementing cost cutting plans to support both profitable
growth and brand competitiveness in global markets as demonstrated by HP’s performance over the past three years, which includes
$10.5 billion in revenue growth and $12.9 billion in cumulative cash flow from operations;
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Evaluating and executing strategic mergers and acquisitions, including
successfully overseeing complex integrations, including the Samsung printing business consolidation transaction;
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Assessing capital allocation opportunities to maximize returns;
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Developing disruptive technology and driving innovation
across the consumer and enterprise technology landscape; and
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Serving in executive leadership and corporate operating and strategic
development roles for other large, global companies, including six current or former CEOs.
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HP’s highly qualified directors also have experience in
finance and accounting; government and public affairs; scientific research, product development and issues management; corporate
governance; and international business in key regions where HP operates around the world.
The HP Board will review the proposed Xerox nominees, and respond in due course. Additional 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. HP shareholders are not required to take action at this
time.
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Goldman Sachs & Co. LLC and Guggenheim Securities, LLC
are serving as financial advisors, and Wachtell, Lipton, Rosen & Katz is legal advisor, to HP.
Forward-Looking Statements
This document contains forward-looking statements that involve
risks, uncertainties and assumptions. If the risks or uncertainties ever materialize or the assumptions prove incorrect, the results
of HP and its consolidated subsidiaries may differ materially from those expressed or implied by such forward-looking statements
and assumptions.
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 for future operations; any statements concerning the expected development, performance,
market share or competitive performance relating to products or services; any statements regarding current or future macroeconomic
trends or events and the impact of those trends and events on HP and its financial performance; and any statements of assumptions
underlying any of the foregoing.
Risks, uncertainties and assumptions include factors relating
to 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 and business model changes; 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 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; 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.
Important Information
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.
Certain Information Concerning Participants
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.
About HP Inc.
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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