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 16, 2014
Date of Report (Date of Earliest Event Reported)
 
 
HEWLETT-PACKARD COMPANY
(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.)
     
     
3000 HANOVER STREET, PALO ALTO, CA
  
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:
 
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))
 


 
 
 
 
 
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
     
 (d)
On July 16, 2014, the Board of Directors (the “Board”) of Hewlett-Packard Company (“HP”) elected Klaus Kleinfeld, Chairman and Chief Executive Officer of Alcoa, to serve as a director of HP, effective immediately.  In addition, Mr. Kleinfeld was elected to the Nominating, Governance and Social Responsibility Committee, effective immediately.
 
              Mr. Kleinfeld will participate in the non-employee director compensation arrangements generally applicable to all HP non-employee directors. Under the terms of those arrangements as currently in effect, Mr. Kleinfeld will receive, among other things (i) an annual cash retainer of $100,000, which he may elect to receive in the form of HP securities, and an annual equity retainer of $175,000 paid at his election either in the form of restricted stock units or in equal amounts of restricted stock units and stock options, in each case prorated to reflect his service for a partial term, (ii) $2,000 in cash for each Board meeting attended in excess of ten per year, and (iii) $2,000 in cash for each Board committee meeting attended in excess of ten committee meetings per committee per year. Mr. Kleinfeld also will be eligible to participate in the product matching portion of the HP Employee Giving Program under which each non-employee director may contribute up to $100,000 worth of HP products each year to qualified charities by paying 25% of the list price of those products with HP contributing the remaining cost.  For his partial year of Board service, Mr. Kleinfeld’s cash retainer will be pro-rated and paid in the form of cash and his annual equity retainer will be pro-rated and paid in the form of restricted stock units. 
  
Item 7.01.
 Regulation FD.
   
 
              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.  
   
Item 8.01. Other Events.
   
 
              On July 16, 2014, the Board appointed Margaret C. Whitman, President and Chief Executive Officer of HP and member of the Board since 2011, as Chairman of the Board, effective immediately.

              In connection with the appointment of Ms. Whitman as Chairman of the Board, on July 16, 2014, the independent directors of the Board designated Patricia F. Russo, a member of the Board since 2011, as lead independent director, effective immediately.  The Board also appointed Robert R. Bennett, a member of the Board since 2013, as Chairman of the Finance and Investment Committee, effective immediately. 

Item 9.01.
Financial Statements and Exhibits.
  
     
Exhibit Number
Description
  
     
Exhibit 99.1
Press release, dated July 17, 2014, entitled “HP Announces Changes to Its Board of Directors” (furnished herewith).
  
     
 
 
 
2
 
 
 
 
 
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 COMPANY
 
     
     
DATE: July 17, 2014
By:
   /s/ Rishi Varma  
 
Name:
Rishi Varma
 
Title:
Senior Vice President,
Deputy General Counsel
and Assistant Secretary
 

 
3
 
 
 
EXHIBIT INDEX
 
   
Exhibit Number
Description
   
Exhibit 99.1
Press release, dated July 17, 2014, entitled “HP Announces Changes to Its Board of Directors” (furnished herewith).  
   
 


 
4
 




 
     EXHIBIT 99.1
 


Hewlett-Packard Company
3000 Hanover Street
Palo Alto, CA 94304

hp.com
 
 
News Release
  
 
HP Announces Changes to Its Board of Directors
Meg Whitman appointed chairman of the board; Pat Russo appointed lead independent director; Klaus Kleinfeld, chief executive officer and chairman of Alcoa, joins board
 
 
Editorial contacts
 
Kate Holderness, HP
+1 650 236 1024
corpmediarelations@hp.com

www.hp.com/go/newsroom
PALO ALTO, Calif., July 17, 2014 — HP today announced that Meg Whitman, HP president and chief executive officer, has been appointed chairman of the board of directors, and current director Pat Russo has been appointed lead independent director.  Additionally, Klaus Kleinfeld, chief executive and chairman of Alcoa, has been appointed to the board, bringing the total number of board members to 12. 
 
Whitman has been president and chief executive officer of HP since September 2011 and a member of the board since January 2011.  Russo has been a director since 2011.  She leads the HR and Compensation Committee and is a member of the Nominating, Governance and Social Responsibility Committee.
 
“I’m extremely pleased that the board has elected Meg its chairman and Pat lead independent director,” said Ralph Whitworth, departing chairman of HP’s board.  “Meg and Pat are unwavering in their commitment to the corporate governance, capital allocation and management incentive principles that drove our decisions these past three years.  They will stick to and strengthen the critical practices and disciplines we’ve put in place.  HP is in great hands.”
 
“Meg has been an outstanding leader since coming to HP, and we believe that as chairman she can most effectively drive the turnaround and continue to build value for our shareholders,” said Gary Reiner, chairman of the Nominating, Governance and Social Responsibility Committee.
 
Reiner added, “Throughout Pat’s three years on the board, her deep operational and technology experience and her commitment to governance best practice have proved invaluable.  She was the obvious choice to step in as lead independent director.”
 
Klaus Kleinfeld Appointed to the Board
Klaus Kleinfeld, 56, serves as chairman and chief executive officer of Alcoa, a global leader in lightweight metals technology, engineering 
 
 
Page 1 of 4
 
 
 
 
and manufacturing. Under Kleinfeld’s leadership, Alcoa has been pivoting from a commodities-focused company to a diversified lightweight metals enterprise for the automotive, aerospace, defense and commercial transportation industries.   
 
Prior to Alcoa, Kleinfeld spent two decades at Siemens, rising to become the chief executive officer of the global electronics and industrial conglomerate.  During his tenure, Kleinfeld presided over a dramatic transformation of the company, reshaping its portfolio around three high-growth areas, resulting in an increase of revenues and a near doubling of market capitalization.
 
“As CEO of two global companies during major turnarounds, Klaus has a deep understanding of the challenges and opportunities facing HP today,” said Whitman. “Klaus’s leadership, strategic vision and expertise in successfully leading these companies through times of change will be a positive addition to our already outstanding board. I look forward to working with him.”
 
Kleinfeld will serve as a member of the Nominating, Governance and Social Responsibility Committee.
 
In an additional appointment, Robert Bennett has been appointed chairman of the Finance and Investment Committee.  
  
About Meg Whitman
Meg Whitman has served as president and chief executive officer of HP since September 2011 and as a member of the Board since January 2011.  From 1998 to 2008, Whitman served as president and chief executive officer of eBay Inc.  Prior to joining eBay, Whitman held executive-level positions at Hasbro Inc., a toy company, FTD, Inc., The Stride Rite Corporation, The Walt Disney Company, and Bain & Company.
 
Whitman also serves as a director of The Procter & Gamble Company.   
  
About Pat Russo
Pat Russo served as chief executive officer of Alcatel-Lucent, a communications company, from 2006 to September 2008. Previously, she served as chairman of Lucent Technologies Inc., a communications company, from 2003 to 2006 and chief executive officer and president of Lucent from 2002 to 2006.
 
Russo also is a director of Alcoa, Inc., General Motors Company and Merck & Co., Inc. In addition to her other public company directorships, she is a director of KKR Management LLC, the managing partner of KKR & Co., L.P.  She served as a director of Schering-Plough Corporation from 1995 until its merger with Merck in 2009.
 
About Klaus Kleinfeld
Klaus Kleinfeld is chairman and chief executive officer of Alcoa, a global leader in lightweight metals technology, engineering and manufacturing solutions for the automotive, aerospace, defense and commercial transportation industries, as well as the
 
 
Page 2 of 4
 
 
 
 
building and construction, packaging, and oil and gas markets. Kleinfeld joined the company in 2007 as president and chief operating officer and seven months later assumed chief executive officer responsibilities. He has served on Alcoa’s Board of Directors since 2003. 
 
Previously, Kleinfeld spent 20 years with Siemens, the global electronics and industrial conglomerate, where he served as chief executive officer of Siemens AG starting in 2005.  Prior to that, Kleinfeld was president and chief executive officer of the U.S. subsidiary, Siemens Corporation, which represents the company’s largest region.
 
In addition to serving on Alcoa's board, Kleinfeld is a member of the Board of Directors of Morgan Stanley and as a member of the supervisory board of Bayer AG. 

About Robert Bennett
Robert Bennett is the former president and chief executive officer of Liberty Media Corporation. He served in those positions from April 1997 until August 2005. He was one of the founding executives of Liberty and served as its Principal Financial Officer from its inception in 1991 until 1997. He currently is Managing Director of Hilltop Investments, LLC, a family investment company. Bennett also served as president of Discovery Holding Company from March 2005 until September 2008 when it merged with Discovery Communications, Inc., creating a new public company. Prior to his tenure at Liberty, Bennett worked with Tele-Communications, Inc. in a variety of financial positions and with The Bank of New York. He currently serves on the boards of Liberty, Discovery Communications, Inc. and Sprint Corporation.

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.
 
This news release contains forward-looking statements that involve risks, uncertainties and assumptions. If such risks or uncertainties materialize or such assumptions prove incorrect, the results of HP and its consolidated subsidiaries could 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 but not limited to statements of the plans, strategies and objectives of management for future operations; any statements concerning expected development, performance, market share or competitive performance relating to products and services; any statements regarding anticipated operational and financial results; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing. Risks, uncertainties and assumptions include 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 plans for future operations and investments; the impact of macroeconomic and geopolitical trends and events; the need to manage third-party suppliers and the distribution of HP’s products and services effectively; 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;
 
 
 
Page 3 of 4
 
 
 
 
 the execution, timing and results of restructuring plans, including estimates and assumptions related to the cost and the anticipated benefits of implementing those plans; 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, 2013, and that are otherwise described or updated from time to time in HP’s Securities and Exchange Commission reports. HP assumes no obligation and does not intend to update these forward-looking statements.   
 
© 2014 Hewlett-Packard Development Company, L.P. The information contained herein is subject to change without notice. The only warranties for HP products and services are set forth in the express warranty statements accompanying such products and services. Nothing herein should be construed as constituting an additional warranty. HP shall not be liable for technical or editorial errors or omissions contained herein.
   
 
 
 
Page 4 of 4
 
HP (NYSE:HPQ)
Historical Stock Chart
Von Jun 2024 bis Jul 2024 Click Here for more HP Charts.
HP (NYSE:HPQ)
Historical Stock Chart
Von Jul 2023 bis Jul 2024 Click Here for more HP Charts.