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
March 23, 2011
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 | 94304 | |
(Address of principal executive offices) | (Zip code) | |
(650) 857-1501
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(Registrant’s telephone number, including area code)
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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In connection with the election of thirteen directors of Hewlett-Packard Company (“HP”) at its annual meeting of stockholders held on March 23, 2011 in Arlington, Virginia (the “Annual Meeting”), the Board of Directors of HP approved an amendment to Section 3.2 of Article III of HP’s Bylaws decreasing the number of directors from seventeen (17) to thirteen (13) effective as of March 23, 2011.
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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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At the Annual Meeting, HP stockholders voted on six proposals and cast their votes as described below. The proposals are described in detail in HP’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on February 1, 2011.
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Proposal 1
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HP’s stockholders elected thirteen individuals to the Board of Directors for the succeeding year or until their successors are duly qualified and elected as set forth below:
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Name |
Votes For
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Votes Against
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Votes Abstain
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Broker Non-Votes
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Marc L. Andreessen
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1,496,754,724
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9,964,466
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4,140,913
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233,527,031 | ||||||
Leo Apotheker
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1,487,689,583
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18,556,467
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4,614,053
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233,527,031 | ||||||
Lawrence T. Babbio, Jr.
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910,747,295
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582,653,113
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17,459,695
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233,527,031 | ||||||
Sari M. Baldauf
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1,154,741,793
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337,611,247
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18,507,063
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233,527,031 | ||||||
Shumeet Banerji
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1,495,226,265
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10,688,857
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4,944,981
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233,527,031 | ||||||
Rajiv L. Gupta
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1,373,571,052
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131,404,416
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5,884,634
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233,527,031 | ||||||
John H. Hammergren
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1,380,337,620
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126,232,817
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4,289,666
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233,527,031 | ||||||
Raymond J. Lane
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1,496,771,745
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9,568,932
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4,519,427
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233,527,031 | ||||||
Gary M. Reiner
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1,496,609,144
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9,504,108
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4,746,852
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233,527,031 | ||||||
Patricia F. Russo
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1,492,225,913
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14,003,859
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4,630,331
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233,527,031 | ||||||
Dominique Senquier
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1,495,646,774
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10,322,742
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4,890,588
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233,527,031 | ||||||
G. Kennedy Thompson
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1,159,570,362
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333,160,600
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18,129,141
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233,527,031 | ||||||
Margaret C. Whitman
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1,494,084,062
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13,425,888
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3,350,153
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233,527,031 |
Proposal 2
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HP stockholders ratified the appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for the 2011 fiscal year as set forth below:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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1,715,835,756
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23,607,816
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4,943,562
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0
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Proposal 3
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HP stockholders cast their votes with respect to the advisory vote on executive compensation as set forth below:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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728,917,381
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767,014,912
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14,927,810
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233,527,031 |
Proposal 4
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HP stockholders cast their votes with respect to the advisory vote on on the frequency of future advisory votes on executive compensation as set forth below:
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1 Year
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2 Years
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3 Years
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Abstentions
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Broker Non-Votes
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1,368,307,255
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12,593,710
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125,806,826
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4,152,312
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233,527,031 |
Proposal 5
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HP stockholders approved the Hewlett-Packard Company 2011 Employee Stock Purchase Plan as set forth below:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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1,476,710,787
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21,385,452
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12,763,864
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233,527,031 |
Proposal 6
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HP stockholders approved an amendment to the Hewlett-Packard Company 2005 Pay-for-Results Plan to extend the terms of the plan as set forth below:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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1,277,502,615
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227,764,325
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5,593,163
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233,527,031 | |||||
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.
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HEWLETT-PACKARD COMPANY
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DATE: March 28, 2011
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By:
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/s/ Paul T. Porrini | ||
Name:
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Paul T. Porrini
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Title:
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Vice President, Deputy General Counsel and
Assistant Secretary
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