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Proposal 1
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HP’s stockholders elected thirteen individuals to HP's Board of Directors (“Board of Directors”) for the succeeding year or until their successors are duly qualified and elected as set forth below:
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Name
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Votes For
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Votes Against
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Abstentions
|
Broker Non-Votes
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|||||
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Aida M. Alvarez
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1,254
,
074
,
962
|
7,292,621
|
1
,
712
,
581
|
233,635,368
|
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|||||
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Shumeet Banerji
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1,252
,
083
,
126
|
9,227,992
|
1,769
,
046
|
233,635,368
|
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|||||
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Carl Bass
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1,241,583,590 |
19,796,480
|
1,700
,
094
|
233,635,368
|
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|||||
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Robert R. Bennett
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1
,
231,411
,
034
|
29,823,839
|
1,845,291
|
233,635,368
|
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|||||
Charles V. Bergh
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1,253
,
942,417
|
7,41
0,
160
|
1,727,587
|
233,635,368
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|||||||
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Stacy Brown-Philpot
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1,254,278,434
|
7,032,024
|
1,769,706
|
233,635,368
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|||||
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Stephanie A. Burns
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1,249,922,199
|
11,427
,
565
|
1,730,400
|
233,635,368
|
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|||||
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Mary Anne Citrino
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1,248
,
774,319
|
12,661
,
819
|
1,644
,
026
|
233,635,368
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|||||
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Rajiv L. Gupta
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1,242,462,697
|
18,955,441
|
1,662
,
026
|
233,635,368
|
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|||||
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Stacey Mobley
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1,251,262
,
087
|
10
,
087
,
118
|
1
,
730
,
959
|
233,635,368
|
|
|||||
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Subra Suresh
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1,254
,
147
,
048
|
7
,
126,417
|
1
,
806,699
|
233,635,368
|
|
|||||
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Dion J. Weisler
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1
,
256,479,140
|
4,992,284
|
1
,
608
,
740
|
233,635,368
|
|
|||||
Margaret C. Whitman
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1,218
,
713
,
069
|
43
,0
18,684
|
1,348,411
|
233,635,368
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Proposal 2
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HP’s stockholders ratified the appointment of Ernst & Young LLP as HP’s independent registered public accounting firm for the fiscal year ending October 31, 2016 as set forth below:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
|
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|||
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1,475,125,537
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17,062,564
|
4,527,431
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0
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Proposal 3
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HP’s stockholders approved the advisory resolution to approve executive compensation as set forth below:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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|||||
1,203,954,597
|
55,928,285
|
3
,
197,282
|
233,635,368
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Proposal 4
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HP’s stockholders approved an amendment to HP’s certificate of incorporation to eliminate cumulative voting in director elections as set forth below: |
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
|
|
|||
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1
,
176,566,282
|
83,966,974
|
2,546,908
|
233,635,368
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Item 9.01.
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Financial Statements and Exhibits
.
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Exhibit Number
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Description
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3.1 | Certificate of Amendment to the Certificate of Incorporation of HP Inc. |
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SIGNATURE
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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: April 7, 2016
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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 LIST
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Exhibit Number
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Description
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3.1 | Certificate of Amendment to the Certificate of Incorporation of HP Inc. |
2. Article VII of the Certificate of Incorporation of the Corporation (as amended by the Certificates of Amendment, dated February 28, 2001 and October 19, 2015, the “Certificate”) is hereby amended to read in its entirety as set forth below:“No holder of stock of any class or series shall be entitled to cumulative voting rights as to any election of directors of the Corporation.”
3. This Amendment to the Certificate was duly adopted in accordance with the provisions of Section 242 of the DGCL.
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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, Assistant Secretary
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