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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
April 5, 2023
Date of Report (Date of Earliest Event Reported)
HEWLETT PACKARD ENTERPRISE COMPANY
(Exact name of registrant as specified in its charter)
Delaware001-3748347-3298624
(State or other jurisdiction
of incorporation)
(Commission File Number)
 
(I.R.S. Employer
Identification No.)
1701 East Mossy Oaks Road,Spring,TX77389
 (Address of principal executive offices)
(Zip code)

(678)259-9860
(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 Exchange Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, par value $0.01 per shareHPENYSE
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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐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 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 5, 2023, at the 2023 annual meeting of stockholders (the "Annual Meeting") of Hewlett Packard Enterprise Company (the "Company"), the Company's stockholders approved an amendment ("Amendment No. 2") to the Hewlett Packard Enterprise Company 2021 Stock Incentive Plan (the "2021 Plan") to increase the number of shares of common stock reserved for issuance under the 2021 Plan by 18 million (18,000,000) shares. The Company's Board of Directors (the "Board") approved Amendment No. 2 to the 2021 Plan, subject to stockholder approval, on February 2, 2023.
The foregoing description of Amendment No. 2 to the 2021 Plan is qualified in its entirety by reference to Amendment No. 2, which is filed as Exhibit 10.1 to this report. A more complete description of the terms of Amendment No. 2 and the 2021 Plan can be found in "Proposal no. 3: Vote to approve Amendment No. 2 to the Hewlett Packard Enterprise Company 2021 Stock Incentive Plan to increase the plan's shares available for issuance" on pages 55 to 62 of the Company's definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on February 15, 2023 (the "2023 Proxy Statement"), which description is incorporated by reference herein.

Item 5.07Submission of Matters to a Vote of Security Holders.
On April 5, 2023, the Company held its 2023 Annual Meeting. At the Annual Meeting, the Company's stockholders voted on five proposals and cast their votes as described below. The proposals are described in the Company's 2023 Proxy Statement.

Proposal 1
The Company's stockholders cast their votes to elect 12 individuals to the Company's Board of Directors ("Board of Directors") for the succeeding year or until their successors are duly qualified and elected as set forth below:

NameVotes ForVotes AgainstAbstentionsBroker Non-Votes
Daniel Ammann968,289,24619,032,1882,079,203148,602,988
Pamela L. Carter952,471,13134,975,6571,953,849148,602,988
Frank A. D'Amelio983,785,7963,595,8312,019,010148,602,988
Regina E. Dugan983,992,5203,429,0691,979,048148,602,988
Jean M. Hobby974,010,27013,441,5921,948,775148,602,988
Raymond J. Lane922,728,80764,660,8002,011,030148,602,988
Ann M. Livermore956,038,06831,548,0651,814,504148,602,988
Antonio F. Neri983,678,0263,918,8351,803,776148,602,988
Charles H. Noski983,369,6963,917,2642,113,677148,602,988
Raymond E. Ozzie983,453,4493,902,8592,044,329148,602,988
Gary M. Reiner948,670,59938,621,8242,108,214148,602,988
Patricia F. Russo932,529,46254,919,2531,951,922148,602,988








Proposal 2
The Company's stockholders cast their votes to ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending October 31, 2023 as set forth below:

Votes ForVotes AgainstAbstentionsBroker Non-Votes
1,127,715,2808,001,4272,286,918—

Proposal 3
The Company's stockholders cast their votes to approve Amendment No. 2 to the Hewlett Packard Enterprise Company 2021 Stock Incentive Plan, as set forth below:

Votes ForVotes AgainstAbstentionsBroker Non-Votes
909,873,04177,277,0952,250,501148,602,988

Proposal 4
The Company's stockholders cast their votes with respect to the advisory vote to approve executive compensation as set forth below:

Votes ForVotes AgainstAbstentionsBroker Non-Votes
886,310,75599,981,3443,108,538148,602,988

Proposal 5
The Company's stockholders cast their votes with respect to the stockholder proposal entitled "Transparency in Lobbying" as set forth below:

Votes ForVotes AgainstAbstentionsBroker Non-Votes
251,675,437730,763,1426,962,058148,602,988


Item 9.01Financial Statements and Exhibits.
Exhibit NumberDescription
104Cover Page Interactive Data File (embedded within the Inline XBRL document)


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.
HEWLETT PACKARD ENTERPRISE COMPANY
DATE: April 6, 2023By: /s/ Rishi Varma
Name:Rishi Varma
Title:Senior Vice President, General Counsel
and Corporate Secretary 


Exhibit 10.1
AMENDMENT NO. 2 TO THE
HEWLETT PACKARD ENTERPRISE COMPANY
2021 STOCK INCENTIVE PLAN

This Amendment No. 2 (the “Amendment”) to the Hewlett Packard Enterprise Company 2021 Stock Incentive Plan, as amended (the “Plan”) is adopted by the Board of Directors (“Board”) of Hewlett Packard Enterprise Company, a Delaware corporation (the “Company”) on February 2, 2023. This Amendment will become effective upon approval by the Company’s stockholders at the Company’s 2023 annual meeting.

WHEREAS, the Plan was adopted, upon receipt of approval by the Company’s stockholders, effective as of April 14, 2021 and was most recently amended, upon receipt of approval by the Company’s stockholders, effective as of April 5, 2022.

WHEREAS, the Board desires to further amend the Plan, subject to approval of the Company’s stockholders, to increase the number of shares of Company common stock available for issuance thereunder; and

WHEREAS, if the Company’s stockholders fail to approve this Amendment, the existing Plan shall continue in full force and effect.

NOW, THEREFORE, the Plan is hereby amended as follows:

Section 3(a) of the Plan is hereby deleted and replaced in its entirety with the following:

“3(a)    Aggregate Limits. Subject to the provisions of Sections 3(b) and 15 of the Plan, the aggregate number of Shares which may be delivered under the Plan shall not exceed the sum of (i) 40 million (40,000,000), plus (ii) the number of remaining Shares available for grant under the Prior Plan (not subject to outstanding awards under the Prior Plan and not delivered out of the Shares reserved thereunder) as of April 14, 2021 (the “Effective Date”), plus (iii) the number of Shares that would have otherwise become available under the Prior Plan after the Effective Date pursuant to forfeiture, termination or lapse of a Prior Plan award, or satisfaction of a Prior Plan award thereunder in cash or property other than Shares (the combined total of (i), (ii) and (iii) being referred to as the “Available Shares”). The Shares subject to the Plan may be either Shares reacquired by the Company, including Shares purchased in the open market, or authorized but unissued Shares.”

Section 3(d) of the Plan is hereby deleted and replaced in its entirety with the following:

“3(d)    ISO Share Limits. Subject to the provisions of Section 15 of the Plan, the aggregate number of Shares that may be subject to all Incentive Stock Options granted under the Plan is 40 million (40,000,000) Shares. Notwithstanding anything to the contrary in the Plan, the foregoing Incentive Stock Option limit shall be subject to adjustment under Section 15(a) of the Plan only to the extent that such adjustment will not affect the status of any Award’s qualification as an Incentive Stock Options under the Plan.”

Except as expressly set forth in this Amendment, all other terms and conditions of the Plan shall remain in full force and effect.