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Shareholders at Hewlett Packard Enterprise (NYSE: HPE) back stock plan boost

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Hewlett Packard Enterprise Company reported results of its 2026 annual meeting of stockholders. Stockholders approved Amendment No. 5 to the 2021 Stock Incentive Plan, increasing shares of common stock reserved for issuance under the plan by 22,000,000 shares.

They also elected 12 directors, each receiving around 957 million to 999 million votes for, with substantial broker non-votes recorded. Stockholders ratified Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending October 31, 2026, and approved the advisory vote on executive compensation.

A stockholder proposal titled “Report on Discrimination in Charitable Support” did not pass, receiving 8,378,781 votes for and 990,064,677 votes against, with additional abstentions and broker non-votes.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Stock plan share increase 22,000,000 shares Additional common shares reserved under 2021 Stock Incentive Plan via Amendment No. 5
Auditor ratification votes for 1,143,409,866 votes Votes for ratifying Ernst & Young LLP as auditor for fiscal year ending October 31, 2026
Say-on-pay votes for 740,427,894 votes Advisory approval of executive compensation at 2026 annual meeting
Say-on-pay votes against 264,120,706 votes Votes opposing executive compensation advisory resolution
Charitable report proposal votes for 8,378,781 votes Support for stockholder proposal on discrimination in charitable support
Charitable report proposal votes against 990,064,677 votes Opposition to stockholder proposal on discrimination in charitable support
Director votes for (example) 999,472,441 votes Votes for Antonio F. Neri as director
Stock Incentive Plan financial
"Hewlett Packard Enterprise Company 2021 Stock Incentive Plan (the “SIP Plan”)"
A stock incentive plan is a company program that gives employees or directors pieces of ownership or the right to buy shares over time, similar to receiving a bonus paid in company stock instead of cash. Investors pay attention because these plans align staff incentives with long‑term company performance but can also dilute existing shareholders and affect reported profits when grants are expensed, so they influence both ownership percentages and financial results.
broker non-votes financial
"Abstentions | Broker Non-Votes 757,960,873 | 247,372,667 | 1,378,420 | 157,291,562"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm regulatory
"ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
advisory vote to approve executive compensation financial
"with respect to the advisory vote to approve executive compensation as set forth below"
definitive proxy statement on Schedule 14A regulatory
"the Company's definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission"
Understanding 8-K Material Events →
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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 1, 2026
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
7.625% Series C Mandatory Convertible Preferred Stock, par value $0.01 per shareHPEPrCNYSE

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 1, 2026, at the 2026 annual meeting of stockholders (the “2026 Annual Meeting”) of Hewlett Packard Enterprise Company (the “Company”), the Company's stockholders approved an amendment (“Amendment No. 5”) to the Hewlett Packard Enterprise Company 2021 Stock Incentive Plan (the “SIP Plan”) to increase the number of shares of common stock reserved for issuance under the 2021 Plan by 22 million (22,000,000) shares. The Company's Board of Directors approved Amendment No. 5 to the SIP Plan, subject to stockholder approval, on February 5, 2026.
The foregoing descriptions of Amendment No. 5 to the SIP Plan is qualified in their entirety by reference to Amendment No. 5, which is filed as Exhibit 10.1 to this report.
A more complete description of the terms of Amendment No. 5 and the SIP Plan can be found in "Proposal no. 3: Vote to approve Amendment No. 5 to the Hewlett Packard Enterprise Company 2021 Stock Incentive Plan to increase the plan's shares available for issuance" on pages 59 to 67 of the Company's definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on February 11, 2026 (the “2026 Proxy Statement”), which description is incorporated by reference herein.

Item 5.07Submission of Matters to a Vote of Security Holders.
On April 1, 2026, the Company held its 2026 Annual Meeting. At the 2026 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 2026 Proxy Statement.

Proposal 1
The Company's stockholders cast their votes to elect 12 individuals to the Company's 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
Robert M. Calderoni998,182,1657,039,5221,490,273157,291,562
Pamela L. Carter967,224,80237,838,1981,648,960157,291,562
Frank A. D'Amelio987,048,19917,942,6601,721,101157,291,562
Regina E. Dugan999,466,9085,648,3041,596,748157,291,562
Jean M. Hobby999,175,7205,951,4921,584,748157,291,562
Raymond J. Lane998,218,2166,768,7441,725,000157,291,562
Ann M. Livermore987,828,05317,236,6951,647,212157,291,562
Bethany J. Mayer975,162,13329,822,0581,727,769157,291,562
Antonio F. Neri999,472,4416,088,3341,151,185157,291,562
Charles H. Noski991,483,29213,412,8981,815,770157,291,562
Gary M. Reiner984,484,24020,398,8771,828,843157,291,562
Patricia F. Russo957,364,93547,841,5951,505,430157,291,562

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, 2026 as set forth below:



Votes ForVotes AgainstAbstentionsBroker Non-Votes
 1,143,409,866  18,711,455  1,882,201 —

Proposal 3
The Company's stockholders cast their votes to approve Amendment No. 5 to the Hewlett Packard Enterprise Company 2021 Stock Incentive Plan, as set forth below:

Votes ForVotes AgainstAbstentionsBroker Non-Votes
757,960,873247,372,6671,378,420157,291,562

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
740,427,894264,120,7062,163,360157,291,562

Proposal 5
The Company's stockholders cast their votes with respect to the stockholder proposal entitled: "Report on Discrimination in Charitable Support", as set forth below:
Votes ForVotes AgainstAbstentionsBroker Non-Votes
8,378,781
990,064,6778,268,502157,291,562






Item 9.01Financial Statements and Exhibits.
Exhibit NumberDescription
10.1
Amendment No. 5 to the Hewlett Packard Enterprise Company 2021 Stock Incentive Plan
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 3, 2025By: /s/ David Antczak
Name:David Antczak
Title:Senior Vice President, General Counsel
and Corporate Secretary 

Source: View Original Filing on SEC EDGAR

FAQ

What did HPE (HPE) shareholders decide about the 2021 Stock Incentive Plan?

Shareholders approved Amendment No. 5 to HPE’s 2021 Stock Incentive Plan, increasing shares reserved for issuance under the plan by 22,000,000 common shares. This expands the equity pool available for employee and director stock-based compensation awards.

Which directors were elected at Hewlett Packard Enterprise’s 2026 annual meeting?

Shareholders elected 12 directors, including Robert M. Calderoni, Antonio F. Neri, Patricia F. Russo and others. Each nominee received roughly 957 million to 999 million votes for, along with recorded votes against, abstentions, and broker non-votes.

Did HPE (HPE) shareholders ratify Ernst & Young as the company’s auditor?

Yes. Shareholders ratified Ernst & Young LLP as HPE’s independent registered public accounting firm for the fiscal year ending October 31, 2026, with 1,143,409,866 votes for, 18,711,455 against, and 1,882,201 abstentions.

How did Hewlett Packard Enterprise shareholders vote on executive compensation?

In the advisory vote on executive compensation, shareholders cast 740,427,894 votes for, 264,120,706 votes against, and 2,163,360 abstentions, with 157,291,562 broker non-votes. This represents a non-binding endorsement of HPE’s executive pay program.

What happened to the HPE stockholder proposal on discrimination in charitable support?

The stockholder proposal titled “Report on Discrimination in Charitable Support” did not pass. It received 8,378,781 votes for, 990,064,677 votes against, and 8,268,502 abstentions, plus 157,291,562 broker non-votes at the 2026 annual meeting.

How strong was support for HPE’s Amendment No. 5 to its stock plan?

Amendment No. 5 to HPE’s 2021 Stock Incentive Plan received 757,960,873 votes for, 247,372,667 against, and 1,378,420 abstentions, with 157,291,562 broker non-votes. This indicates clear but not unanimous shareholder support for expanding the equity pool.

Filing Exhibits & Attachments

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