HP Inc. (HPQ) revises bylaws on director competitor criteria
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
HP Inc. reported that its Board of Directors approved amendments to the company’s amended and restated bylaws effective June 24, 2026. The change focuses on the director qualification provisions.
The revised bylaws modify the definition of a “competitor” in Section 3.3 so that it now means a company that is a principal competitor of HP, as determined by the Board. This adjustment gives the Board explicit authority to decide which companies qualify as principal competitors when evaluating director eligibility. The full text of the amended and restated bylaws is provided as an exhibit and incorporated by reference.
Positive
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8-K Event Classification
2 items: 5.03, 9.01
2 items
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Bylaw amendment effective date: June 24, 2026
8-K signature date: June 26, 2026
2 metrics
Bylaw amendment effective date
June 24, 2026
Board adopted amended and restated bylaws
8-K signature date
June 26, 2026
Report signed by SVP, Deputy General Counsel
Key Terms
amended and restated bylaws, director qualification provisions, principal competitor, Inline XBRL
4 terms
amended and restated bylaws regulatory
"the Company's amended and restated bylaws (the "Bylaws")"
A company’s amended and restated bylaws are its internal rulebook rewritten to include all changes in one updated document, replacing the old bylaws. For investors, this matters because the bylaws set how the board, shareholders and officers make decisions, hold votes and handle disputes; a new consolidated version can change voting rights, control mechanisms or procedures that affect corporate governance and the value or risk of an investment.
director qualification provisions regulatory
"in the director qualification provisions in Section 3.3 of the Bylaws"
principal competitor financial
"to mean a company that is a principal competitor of HP, as determined by the Board"
Inline XBRL technical
"Cover Page Interactive Data File, formatted in Inline XBRL"
Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.
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 | |||||||||||||||||
Date of Report (Date of Earliest Event Reported) | |||||||||||||||||
| (Exact name of registrant as specified in its charter) | |||||||||||||||||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||||||||||||||
| (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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. | |||||||
On June 24, 2026, the Board of Directors (the "Board") of HP Inc. ("HP" or the "Company") adopted amendments to the Company's amended and restated bylaws (the "Bylaws"). The amendments, described below, and amended and restated Bylaws are effective as of June 24, 2026. The amendments to the Bylaws modify the definition of “competitor” in the director qualification provisions in Section 3.3 of the Bylaws to mean a company that is a principal competitor of HP, as determined by the Board. This summary does not purport to be complete and is qualified in its entirety by reference to the text of the Amended and Restated Bylaws. The Amended and Restated Bylaws are included in Exhibit 3.1 to this Current Report on Form 8-K and are incorporated herein by reference. | ||||||||
| Item 9.01. | Financial Statements and Exhibits. | |||||||
| (d) | Exhibits | |||||||
| Exhibit Number | Description | |||||||
| 3.1 | Amended and Restated Bylaws of HP Inc. | |||||||
| 104 | Cover 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: June 26, 2026 | By: | /s/ WHITNEY COX | |||||||||
| Name: | Whitney Cox | ||||||||||
| Title: | SVP, Deputy General Counsel – Corporate, and Corporate Secretary | ||||||||||
FAQ
What bylaw change did HPQ disclose in this 8-K filing?
HP Inc. disclosed that its Board approved amendments to the company’s amended and restated bylaws, revising the director qualification provisions. The update specifically changes how a “competitor” is defined for board eligibility purposes, effective June 24, 2026.
How did HPQ change the definition of a competitor in its bylaws?
HP Inc. revised its bylaws so that a “competitor” in the director qualification section now means a company that is a principal competitor of HP, as determined by the Board. This gives the Board explicit discretion in identifying principal competitors.
When did HPQ’s amended and restated bylaws become effective?
The amended and restated bylaws of HP Inc. became effective on June 24, 2026. That is the date the Board adopted the bylaw amendments, including the new definition of a “competitor” in the director qualification provisions.
Where can investors find the full text of HPQ’s amended bylaws?
The full text of HP Inc.’s amended and restated bylaws is included as Exhibit 3.1 to the report. The filing states that this exhibit is incorporated by reference and provides the complete, authoritative bylaw language.
Who signed HPQ’s 8-K reporting the bylaw amendments?
The report was signed on behalf of HP Inc. by Whitney Cox, who serves as SVP, Deputy General Counsel – Corporate, and Corporate Secretary. The signature date disclosed in the filing is June 26, 2026.