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

June 25, 2020
Date of Report (Date of Earliest Event Reported)
GRAPHIC
HP Inc.
(Exact name of registrant as specified in its charter)

Delaware
1-4423
94-1081436
(State or other jurisdiction
of incorporation)
(Commission File Number)
(I.R.S. Employer
Identification No.)

1501 Page Mill Road, Palo Alto, California
94304
(Address of principal executive offices)
(Zip code)

(650) 857-1501
(Registrant’s telephone number, including area code)

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common stock, par value $0.01 per share
HPQ
New York Stock Exchange
Preferred Share Purchase Rights
N/A
New York Stock Exchange

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. ☐
Item 1.01.          Entry into a Material Definitive Agreement.

The information set forth in Item 3.03 is incorporated herein by reference.

Item 1.02.          Termination of a Material Definitive Agreement.

The information set forth in Item 3.03 is incorporated herein by reference.

Item 3.03.          Material Modification to Rights of Security Holders.

On June 25, 2020, HP Inc. (the “Company”) and Equiniti Trust Company, as rights agent (the “Rights Agent”), entered into an amendment (the “Amendment”) to the Rights Agreement, dated as of February 20, 2020, between the Company and the Rights Agent (the “Rights Agreement”) as filed as Exhibit 4.1 to the Company’s Form 8-K dated February 20, 2020.

The Amendment accelerates the expiration of the Company’s preferred share purchase rights (the “Rights”) under the Rights Agreement to 5:00 P.M., New York time, on June 25, 2020, and the Rights Agreement terminated at such time. At the time of the termination of the Rights Agreement, all Rights distributed to holders of the Company’s common stock pursuant to the Rights Agreement expired.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 4.1 to this report and incorporated herein by reference.

Item 8.01.          Other Events.

On June 26, 2020, the Company announced the Amendment to accelerate the expiration of the Rights and issued a press release relating to such event, a copy of which is filed as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 9.01.          Financial Statements and Exhibits.

(d)          Exhibits.          The following exhibits are filed as part of this report:

4.1
First Amendment to Rights Agreement, dated as of June 25, 2020, between HP Inc. and Equiniti Trust Company, as rights agent.
Press Release, dated as of June 26, 2020.
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 duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
HP INC.
     
DATE: June 26, 2020
By:
/s/ RUAIRIDH ROSS
 
Name:
Ruairidh Ross
 
Title:
Global Head of Strategic Legal Matters and Assistant Secretary

Exhibit 4.1

FIRST AMENDMENT TO
RIGHTS AGREEMENT

This FIRST AMENDMENT TO RIGHTS AGREEMENT  (this “Amendment”) entered into as of June 25, 2020, between HP Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, as rights agent (the “Rights Agent”).  All capitalized terms used herein and not otherwise defined herein shall have the meaning(s) ascribed to them in that certain Rights Agreement, dated as of February 20, 2020, between the Company and the Rights Agent (the “Rights Agreement”).

RECITALS

WHEREAS, the Company and the Rights Agent are parties to the Rights Agreement; and

WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company and the Rights Agent desire to amend the Rights Agreement to advance the Expiration Date of the Rights to June 25, 2020.

AGREEMENT

NOW, THEREFORE, in consideration of the promises and the mutual agreements herein set forth, the parties hereto hereby agree as follows:

1.          Amendment of Section 7(a).  Subclause (i) of the first sentence of Section 7(a) of the Rights Agreement is hereby amended and restated to read in its entirety as follows:

“(i) the Close of Business on June 25, 2020 (the “Expiration Date”),”

2.          Amendment of Exhibits.  The exhibits of the Rights Agreement shall be deemed amended in a manner consistent with this Amendment.

3.          Agreement as Amended.  The term “Agreement” as used in the Rights Agreement shall be deemed to refer to the Rights Agreement as amended.  Except as set forth herein, the Rights Agreement shall remain in full force and effect and otherwise shall be unaffected hereby.

4.          Severability.  If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

5.          Governing Law.  This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such state applicable to contracts to be made and performed entirely within such state.
6.          Counterparts.  This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signature to this Amendment transmitted electronically shall have the same authority, effect, and enforceability as an original signature.

7.          Descriptive Headings.  Descriptive headings of the several Sections of this Amendment are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

[Signature Page Follow]
2
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be duly executed as of the date first above written.

 
HP INC.
       
  By:
/s/ Ruairidh Ross
   
Name:
Ruairidh Ross
   
Title:
Global Head of Strategic Legal Matters and Assistant Secretary
       
 
EQUINITI TRUST COMPANY
       
 
By:
/s/ Matthew Paseka
   
Name:
Matthew Paseka
   
Title:
Vice President
Exhibit 99.1


 
HP Inc.
1501 Page Mill Road
Palo Alto, CA 94304
 
hp.com
   
 
News Release
   
 
HP Inc. Announces Termination of Shareholder Rights Plan
   
Editorial contacts
 
HP Inc. Media Relations
MediaRelations@hp.com
 
HP Inc. Investor Relations
InvestorRelations@hp.com
PALO ALTO, Calif., June 26, 2020 — The Board of Directors of HP Inc. (NYSE: HPQ) has approved an amendment to the Company’s shareholder rights plan to accelerate the expiration date of the plan to June 25, 2020, effectively terminating the plan as of that date. The limited duration rights plan was previously set to expire on February 20, 2021.
 
Chip Bergh, Chair of HP’s Board of Directors, said, “The shareholder rights plan was, by design, a temporary measure to protect the long-term interests of our shareholders. In reaching the decision to terminate the plan at this time, the Board took into careful consideration a variety of factors including the appropriateness of maintaining this plan when HP is no longer the subject of a hostile tender offer and corporate governance best practices.”
 
About HP Inc. 
HP Inc. 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 http://www.hp.com.