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HP Inc. (NYSE: HPQ) investors approve expanded stock plan and board

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(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

HP Inc. reported results of its 2026 annual meeting of stockholders. Shareholders approved the Fifth Amended and Restated HP Inc. 2004 Stock Incentive Plan, adding 73,600,000 shares of common stock available for future share-based compensation awards.

All twelve director nominees were elected with strong majorities. Stockholders ratified Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending October 31, 2026 and approved, on an advisory basis, named executive officer compensation. A stockholder proposal seeking an independent board chairman did not receive sufficient support and was not approved.

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.
Additional plan shares 73,600,000 shares Added to HP Inc. 2004 Stock Incentive Plan
Proposal 4 votes for 495,892,067 votes Approval of Fifth Amended and Restated 2004 Stock Incentive Plan
Proposal 4 votes against 159,248,223 votes Amended 2004 Stock Incentive Plan
Say-on-pay votes for 602,699,016 votes Advisory approval of named executive officer compensation
Independent chair votes for 105,071,429 votes Stockholder proposal on independent board chairman
Independent chair votes against 547,764,193 votes Stockholder proposal on independent board chairman
Auditor ratification votes for 722,952,521 votes Ratification of Ernst & Young LLP for fiscal year ending October 31, 2026
Stock Incentive Plan financial
"HP’s stockholders approved the Fifth Amended and Restated HP Inc. 2004 Stock Incentive 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
"Votes For | Votes Against | Abstentions | Broker Non-Votes"
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 financial
"ratified the appointment of Ernst & Young LLP as HP’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 financial
"HP’s stockholders approved, by advisory vote, HP's named executive officer compensation"
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.
independent board chairman financial
"stockholder proposal regarding an independent board chairman as set forth below"
Understanding 8-K Material Events →
0000047217false00000472172026-04-162026-04-16

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 16, 2026
Date of Report (Date of Earliest Event Reported)
hplogoblack.jpg
HP Inc.
(Exact name of registrant as specified in its charter)
Delaware1-442394-1081436
(State or other jurisdiction
of incorporation)		(Commission File Number)(I.R.S. Employer
Identification No.)
1501 Page Mill Road,
Palo Alto, California
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:
☐ 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 Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, par value $0.01 per shareHPQNew York Stock Exchange

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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).
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 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 16, 2026, HP Inc. (“HP”) held its 2026 annual meeting of stockholders (the “2026 Annual Meeting”). At the 2026 Annual Meeting, as described further in Item 5.07 below, HP’s stockholders approved the Fifth Amended and Restated HP Inc. 2004 Stock Incentive Plan (the “Amended 2004 Plan”), which had previously been approved by the Board of Directors of HP, subject to stockholder approval.

The primary change to the Amended 2004 Plan is to make an additional 73,600,000 shares of HP’s common stock available for issuance pursuant to share-based compensation awards granted under the plan.

A more complete description of the terms of the Amended 2004 Plan can be found in "Board Proposal No. 4 Approval of Fifth Amended and Restated HP Inc. 2004 Stock Incentive Plan" on pages "96-104" of HP’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on February 25, 2026 (the “Proxy Statement”), which description is incorporated by reference herein. The description of the Amended 2004 Plan is qualified in its entirety by reference to the full text of the Amended 2004 Plan, a copy of which is filed as Exhibit 10.1 hereto.
Item 5.07.Submission of Matters to a Vote of Security Holders.
At the 2026 Annual Meeting, stockholders voted on the five proposals outlined in the Proxy Statement and cast their votes as described below.
Proposal 1
    HP’s stockholders elected twelve individuals to HP’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
Chip Bergh
643,589,457
11,044,596
2,886,859
122,668,376
Bruce Broussard
647,338,474
7,136,578
3,045,860
122,668,376
Stacy Brown-Philpot
644,236,47910,295,3932,989,040122,668,376
Stephanie A. Burns
636,931,83017,539,6753,049,407122,668,376
Mary Anne Citrino
645,576,8939,033,8812,910,138122,668,376
Richard L. Clemmer
648,076,1806,457,6162,987,116122,668,376
Fama Francisco
648,293,5306,370,1232,857,259122,668,376
David Meline
641,204,28713,288,2523,028,373122,668,376
Judith Miscik
648,195,1706,572,6732,753,069122,668,376
Gianluca Pettiti
649,092,9905,446,2322,981,690122,668,376
Kim K.W. Rucker
618,860,86035,843,7162,816,336122,668,376
Songyee Yoon
649,656,7675,050,8362,813,309122,668,376
Proposal 2
    HP’s stockholders ratified the appointment of Ernst & Young LLP as HP’s independent registered public accounting firm for the fiscal year ending October 31, 2026 as set forth below:
Votes ForVotes AgainstAbstentions
722,952,521

55,341,403

1,895,364

Proposal 3
    HP’s stockholders approved, by advisory vote, HP's named executive officer compensation as set forth below:
Votes ForVotes AgainstAbstentionsBroker Non-Votes
602,699,016

52,099,574

2,722,322

122,668,376



Proposal 4
    HP’s stockholders approved the Fifth Amended and Restated HP Inc. 2004 Stock Incentive Plan as set forth below:
Votes ForVotes AgainstAbstentionsBroker Non-Votes
495,892,067

159,248,223

2,380,622

122,668,376

Proposal 5
    HP’s stockholders did not approve the stockholder proposal regarding an independent board chairman as set forth below:
Votes ForVotes AgainstAbstentionsBroker Non-Votes
105,071,429

547,764,193

4,685,290

122,668,376


Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit NumberDescription
10.1
Fifth Amended and Restated HP Inc. 2004 Stock Incentive Plan.
104Cover Page Interactive Data File, formatted in Inline XBRL.



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.
HP INC. 
 
DATE: April 21, 2026
By:
/s/ WHITNEY COX
 
Name:
Whitney Cox
 
Title:
SVP, Deputy General Counsel, Corporate and Corporate Secretary
 
 

Source: View Original Filing on SEC EDGAR

FAQ

What major equity compensation change did HPQ approve at the 2026 annual meeting?

Shareholders approved the Fifth Amended and Restated HP Inc. 2004 Stock Incentive Plan, adding 73,600,000 shares of common stock for future share-based awards. This significantly increases the pool available for employee and executive equity compensation grants over time.

Were all HPQ director nominees elected at the 2026 annual meeting?

Yes, HP’s stockholders elected all twelve nominees to the Board of Directors for the succeeding year. Each director received strong majority support, with votes for each candidate substantially exceeding votes against and abstentions, alongside large broker non-vote totals.

Did HPQ stockholders approve the 2026 say-on-pay proposal?

Yes, stockholders approved HP’s named executive officer compensation on an advisory basis, with 602,699,016 votes for, 52,099,574 against, and 2,722,322 abstentions. There were also 122,668,376 broker non-votes recorded on this compensation proposal.

How did HPQ shareholders vote on the amended 2004 Stock Incentive Plan?

Stockholders approved the Fifth Amended and Restated HP Inc. 2004 Stock Incentive Plan with 495,892,067 votes for and 159,248,223 against, plus 2,380,622 abstentions and 122,668,376 broker non-votes. The plan’s primary change is adding 73,600,000 shares for equity awards.

Was the proposal for an independent board chairman at HPQ approved?

No, the stockholder proposal requesting an independent board chairman did not pass. It received 105,071,429 votes for and 547,764,193 votes against, with 4,685,290 abstentions and 122,668,376 broker non-votes recorded on this governance-related item.

Which audit firm did HPQ shareholders ratify for fiscal 2026?

Stockholders ratified Ernst & Young LLP as HP’s independent registered public accounting firm for the fiscal year ending October 31, 2026. The vote totals were 722,952,521 for, 55,341,403 against, and 1,895,364 abstentions on this auditor ratification proposal.

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