HP Inc. (NYSE: HPQ) today announced the appointment of technology
industry leader Richard (“Rick”) Clemmer to HP’s Board of
Directors.
Chip Bergh, Chair of HP’s Board of Directors, said, “Rick has a
proven record of balancing disciplined cost cutting with growth
investments, including through strategic transactions, that we
believe will be additive to HP. The HP Board benefits from
world-class directors with diverse skills and expertise to oversee
the Company’s business and strategic execution. We are pleased to
welcome Rick to the HP Board.”
Enrique Lores, HP President and CEO, said, “We are fortunate to
have a strong board that knows the industry well and is committed
to ensuring we create maximum value for all of our shareholders.
Rick’s experience in the tech sector and operational leadership is
directly relevant to our strategic and financial value plan. We
will benefit from his expertise as we continue to lead HP
forward.”
Clemmer said, “This is an especially exciting time for HP.
Innovation across HP’s Personal Systems, Print, and 3D Printing and
Digital Manufacturing businesses provides a strong foundation for
growth and value creation. I am delighted to have the opportunity
to work with Enrique and the Board to help guide HP’s continued
market leadership.”
About Clemmer
Clemmer is currently CEO and Executive Director of NXP
Semiconductors N.V., a global leader in secure connectivity
solutions for embedded applications. Under his leadership, NXP has
unlocked new sources of profitable growth, created significant
shareholder value and strengthened the company’s position in key
markets, including the acquisition and successful integration of
Freescale.
Prior to becoming CEO of NXP, Clemmer was a member of NXP’s
supervisory board and a senior advisor of Kohlberg Kravis Roberts
& Co., a private equity and global investment firm that manages
multiple alternative asset classes.
Clemmer also previously served as President and CEO of Agere
Systems, where he drove the turnaround and re-emergence of Agere
Systems Inc., a spin-out from Lucent Technologies Inc.
Clemmer also served as Chairman of u-Nav Microelectronics
Corporation, a GPS technology provider, and as Executive Vice
President and Chief Financial Officer of Quantum Corporation.
Before that, Clemmer was Senior Vice President and Semiconductor
Group Chief Financial Officer of Texas Instruments.
Clemmer also serves on the board of NCR Corporation.
About HP’s Board With Clemmer’s appointment,
the HP Board has temporarily expanded to 13 directors, 11 of whom
are independent. As previously announced, former HP CEO Dion
Weisler will continue to serve on HP’s Board of Directors until the
2020 Annual Meeting of Stockholders, at which point the HP Board
will comprise 12 directors, 11 of whom are independent, including
an independent Chairman, and the Company’s current CEO.
In connection with Clemmer’s appointment as a new independent
director, HP has provided notice to Xerox that it has 10 days to
nominate an additional candidate in connection with the 2020 Annual
Meeting. Information regarding the HP Board and its recommended
slate of director nominees will be presented in the Company’s
definitive proxy statement and other materials to be filed with the
U.S. Securities and Exchange Commission and mailed to all
shareholders eligible to vote at the 2020 Annual Meeting. The date
of the 2020 Annual Meeting has not yet been announced.
Forward-Looking Statements
This document contains forward-looking statements that involve
risks, uncertainties and assumptions. If the risks or uncertainties
ever materialize or the assumptions prove incorrect, actual results
may 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 any statements of expectation or belief; any statements
relating to the plans, strategies and objectives of management or
the HP Board of Directors for future operations and activities; any
statements regarding HP’s strategic plans, potential future share
repurchases or any potential strategic transactions; any statements
concerning the expected development, performance, market share or
competitive performance relating to products or services; and any
statements of assumptions underlying any of the foregoing.
Risks, uncertainties and assumptions include factors relating to
HP’s ability to execute on its strategic plan, including the
recently announced initiatives, business model changes and
transformation; execution of planned structural cost reductions and
productivity initiatives; potential developments involving Xerox
Holdings Corporation; HP’s ability to complete any contemplated
share repurchases, other capital return programs or other strategic
transactions; 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, business model
changes and transformation; successfully innovating, developing and
executing HP’s go-to-market strategy, including online, omnichannel
and contractual sales, in an evolving distribution and reseller
landscape; successfully competing and maintaining the value
proposition of HP’s products, including supplies; the impact of
macroeconomic and geopolitical trends and events; the need to
manage third-party suppliers, manage HP’s global, multi-tier
distribution network, limit potential misuse of pricing programs by
HP’s channel partners, adapt to new or changing marketplaces and
effectively deliver HP’s services; challenges to HP’s ability to
accurately forecast inventories, demand and pricing, which may be
due to HP’s multi-tiered channel, sales of HP’s products to
unauthorized resellers or unauthorized resale of HP’s products; 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; the results of the restructuring plans, including
estimates and assumptions related to the cost (including any
possible disruption of HP’s business) and the anticipated benefits
of the restructuring plans; disruptions in operations from
system security risks, data protection breaches, cyberattacks,
extreme weather conditions, medical epidemics or pandemics such as
the novel coronavirus, and other natural or manmade disasters or
catastrophic events; the impact of changes in tax laws, including
uncertainties related to the interpretation and application of the
Tax Cuts and Jobs Act of 2017 on HP’s tax obligations and effective
tax rate; 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, 2019, and HP’s
other filings with the SEC.
HP assumes no obligation and does not intend to update these
forward-looking statements. HP’s Investor Relations website at
http://investor.hp.com contains a significant amount of information
about HP, including financial and other information for investors.
HP encourages investors to visit its website from time to time, as
information is updated, and new information is posted.
Important Information
This document is not an offer to purchase or a solicitation of
an offer to sell any securities. If a tender offer or
exchange offer is commenced, HP will file with the SEC a
solicitation/recommendation statement on Schedule 14D-9. Any
solicitation/recommendation statement filed by HP that is required
to be mailed to stockholders will be mailed to HP stockholders. HP
STOCKHOLDERS ARE ADVISED TO READ HP’s SOLICITATION/RECOMMENDATION
STATEMENT ON SCHEDULE 14D-9 AND ANY OTHER RELEVANT DOCUMENTS FILED
WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY
DECISION WITH RESPECT TO ANY EXCHANGE OFFER BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. Stockholders may obtain free copies
of the solicitation/recommendation statement on Schedule 14D-9
(when available), as well as any other documents filed by HP in
connection with any tender offer or exchange offer, without charge
at the SEC’s website at www.sec.gov.
HP intends to file a proxy statement with the U.S. Securities
and Exchange Commission (the “SEC”) in connection with the
solicitation of proxies for the 2020 Annual Meeting of
Stockholders. Any definitive proxy statement and a white proxy card
will be mailed to HP’s stockholders. HP STOCKHOLDERS ARE URGED TO
READ ANY PROXY STATEMENT AND OTHER RELEVANT MATERIALS IF AND WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. These and other SEC filings made by HP may be obtained
(when available) without charge at the SEC’s website at www.sec.gov
and at the investor relations section of HP’s website at
http://www.hp.com. In addition, investors and security holders will
be able to obtain free copies of these documents from HP by
directing a request to Investor Relations, 1501 Page Mill Road,
Palo Alto, CA 94304, or by calling (650) 857-1501.
Certain Information Concerning Participants
HP and certain of its directors and executive officers may be
deemed to be participants in the solicitation of proxies under the
rules of the SEC. HP stockholders may obtain information regarding
the names, affiliations and interests of HP’s directors and
executive officers in HP’s Annual Report on Form 10-K for the year
ended October 31, 2019, which was filed with the SEC on December
12, 2019, and its proxy statement for the 2019 Annual Meeting of
Stockholders, which was filed with the SEC on February 26, 2019. To
the extent holdings of HP securities have changed since the amounts
printed in the proxy statement for the 2019 Annual Meeting, such
changes have been or will be reflected on Statements of Change in
Ownership on Form 4 filed with the SEC. These documents can be
obtained free of charge from the sources indicated above.
Additional information regarding the interests of these
participants in any proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise,
will also be included in the proxy statement to be filed by HP with
the SEC in connection with the 2020 Annual Meeting, if and when it
becomes available.
About HP Inc.
HP Inc. (NYSE: HPQ) 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 www.hp.com.
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