Current Report Filing (8-k)
15 Juli 2014 - 2:02PM
Edgar (US Regulatory)
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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
July 15, 2014
Date of Report (Date of Earliest Event Reported)
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HEWLETT-PACKARD COMPANY
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(Exact name of registrant as specified in its charter)
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DELAWARE
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1-4423
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94-1081436
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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3000 HANOVER STREET, PALO ALTO, CA
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94304
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(Address of principal executive offices)
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(Zip code)
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(650) 857-1501
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(Registrant’s telephone number, including area code)
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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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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(b)
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On July 15, 2014, Ralph V. Whitworth resigned as a member of the Board of Directors (the “Board”) of Hewlett-Packard Company (“HP”), effective on July 16, 2014. Mr. Whitworth served as the Chairman of the Board on an interim basis, as Chairman of the Finance and Investment Committee, as a member of the HR and Compensation Committee and as a member of the Nominating, Governance and Social Responsibility Committee. The Board will discuss appointing a new Chairman of the Board at its next Board meeting.
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Item 7.01.
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Regulation FD.
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A copy of HP’s press release announcing changes to the Board is attached hereto as Exhibit 99.1. The information in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended.
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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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Exhibit 99.1
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Press release, dated July 15, 2014, entitled “Ralph Whitworth Resigns from HP’s Board of Directors to Focus on Personal Health Concerns” (furnished herewith).
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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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HEWLETT-PACKARD COMPANY
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DATE: July 15, 2014
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By:
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/s/ Rishi Varma |
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Name:
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Rishi Varma
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Title:
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Senior Vice President,
Deputy General Counsel
and Assistant Secretary
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EXHIBIT INDEX
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Exhibit Number
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Description
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Exhibit 99.1
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Press release, dated July 15, 2014, entitled “Ralph Whitworth Resigns from HP’s Board of Directors to Focus on Personal Health Concerns” (furnished herewith).
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EXHIBIT 99.1 |
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Hewlett-Packard Company
3000 Hanover Street
Palo Alto, CA 94304
hp.com
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News Release
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Ralph Whitworth Resigns from HP’s Board of Directors to Focus on Personal Health Concerns |
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Editorial contacts
Kate Holderness, HP
+1 917 318 6818
kate.holderness@hp.com
www.hp.com/go/newsroom
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PALO ALTO, Calif., July 15, 2014 — HP today announced that Ralph Whitworth has resigned from HP’s board of directors to focus on his health, effective July 16, 2014. Mr. Whitworth is also taking a leave of absence from his investment company, Relational Investors.
The HP board of directors will discuss appointing a new chairman at its next board meeting.
Whitworth, who was appointed chairman on an interim basis in April 2013, has been a member of the HP board of directors since 2011. He is co-founder and principal of Relational Investors LLC, a registered investment advisor, founded in 1996.
“Ralph has been a friend and close advisor to me, the HP leadership team and every member of the board for nearly three years,” said Meg Whitman, president and chief executive officer, HP. “He has been a wonderful contributor to our efforts to turn HP around. Ralph’s passion and incredible mind for business will be deeply missed by all of us. We wish Ralph and his family the very best.”
“HP has made enormous progress reconstituting its board, implementing world-class capital allocation and corporate governance practices, and putting the company back on strong financial footing,” said Whitworth. “HP’s shareholders can be very confident that Meg, her team and the current board will stick to the strong practices and discipline we’ve put in place. While I’m disappointed to step down from HP’s board at such an exciting time for the company, it gives me great comfort that HP is in such talented and steady hands.”
About HP
HP creates new possibilities for technology to have a meaningful impact on people, businesses, governments and society. With the broadest technology portfolio spanning printing, personal systems, software, services and IT infrastructure, HP delivers solutions for customers’ most complex challenges in every region of the world. More information about HP (NYSE: HPQ) is available at http://www.hp.com.
© 2014 Hewlett-Packard Development Company, L.P. The information contained herein is subject to change without notice. HP shall not be liable for technical or editorial errors or omissions contained herein.
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