Non-employee Directors may elect to defer receipt of up to ~~50%~~100% of their annual cash retainer. ~~Additionally,~~For fiscal 2022, three non-employee Directors elected to defer receipt of a portion of their annual cash retainer. In addition, in lieu of the annual cash retainer, non-employee Directors may elect to receive an equivalent value of equity ~~either entirely~~ in fully vested ~~shares or in equal values of shares and stock options.~~shares. For fiscal ~~2019, two~~2022, four non-employee Directors elected to receive ~~an equivalent value of~~ equity in ~~shares and stock options, and two non-employee Directors elected to defer~~lieu of cash for all or a portion of their annual cash ~~retainer.~~

Each non-employee Director also received an annual equity Board retainer of $215,000 for service during the 2019 Board year, with regular grants on the date of the annual stockholder meeting. Under special circumstances, the annual equity retainer may be paid in cash. No annual equity retainer was paid in cash during fiscal 2019. Typically, the annual equity retainer is paid at the election of the Director either entirely in fully vested shares or in equal values of shares and stock options. The number of shares subject to the equity awards is determined based on the fair market value of our stock on the grant date, and the number of shares subject to stock option awards is determined as of the grant date based on a Black-Scholes-Merton option pricing formula. Equity grants to non-employee Directors are primarily intended to strengthen alignment with stockholder interests and to reinforce a long-term ownership view of the Company and its value. Retention is not the focus of equity grants for non-employee Directors and could cause entrenchment, which is why service-related vesting on equity awards was eliminated in July 2017.retainers. Non-employee Directors may elect to defer the settlement of shares received as part of the program until either (a) the first to occur of the Director’s death, disability (as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) or when the non-employee Director no longer serves as a member of the HP Board (a “Separation From Service” as defined in Section 409A of the Code) or (b) April 1 of a given ~~year; however, non-employee Directors may not defer the issuance of shares received upon the exercise of their stock options.~~

The Chairman of the Board receives an additional $200,000 annual cash retainer in recognition of the greater duties that the position requires. In addition to the regular annual cash and equity retainers, and the Chairman retainer described above, the non-employee Directors who served as chairs of standing committees during fiscal 2019 received cash retainers for such service. The Board approved annual cash retainers for committee chairs as follows for chair service during fiscal 2019:

—	~~$35,000 for the Audit Committee Chair;~~
—	~~$25,000 for the HRC Committee Chair;~~
—	~~$20,000 for the Nominating, Governance and Social Responsibility Committee Chair; and~~
—	~~$20,000 for Chairs of other Board standing committees.~~

~~www.hpannualmeeting.com~~

year.

~~Table of Contents~~

~~Board of Directors~~

Each non-employee Director also receives $2,000 for Board meetings attended in excess of ten meetings per Board year (which begins in March and ends the following February), and $2,000 for each committee meeting attended in excess of a total of ten meetings of each committee per Board year.

Non-employee Directors are reimbursed for their expenses in connection with attending Board meetings, ~~including expenses related to spouses when spouses are invited to attend Board events,~~ and they may use the Company aircraft for travel to and from Board meetings and other Company events.


2023 PROXY STATEMENT			41


Corporate Governance and Board of Directors

Fiscal ~~2019~~2022 Non-Employee Director Compensation

Name⁽¹⁾     Fees Earned
or Paid in
Cash⁽²⁾
($)     Stock
Awards⁽³⁾
($)     Option
Awards⁽³⁾
($)     All Other
Compensation
($)     Total
($)
Aida Alvarez $ 104,928 $ 215,003 $ — $ — $ 319,931
Shumeet Banerji $ 123,253 $ 215,003 $ — $ — $ 338,256
Robert R. Bennett $ 125,253 $ 215,003 $ — $ — $ 340,256
Charles “Chip” V. Bergh $ 199,863 $ 160,017 $ 160,002 $ — $ 519,882
Stacy Brown-Philpot $ 106,928 $ 215,003 $ — $ — $ 321,931
Stephanie A. Burns $ 128,250 $ 215,003 $ — $ — $ 343,253
Mary Anne Citrino $ 142,243 $ 107,502 $ 107,501 $ — $ 357,246
Yoky Matsuoka $ 82,418 $ 344,182 $ — $ — $ 426,600
Stacey Mobley $ 104,928 $ 215,003 $ — $ — $ 319,931
Subra Suresh $ 106,928 $ 215,003 $ — $ — $ 321,931
Dion J. Weisler⁽⁴⁾ $ — $ — $ — $ — $ —

~~(1)~~	~~Mr. Clemmer was appointed to our Board during our Fiscal 2020 year. Accordingly, he did not receive any compensation during Fiscal 2019.~~
~~(2)~~			For purposes of determining Director compensation, the Board year begins in March and ends the following February, which does not coincide with our November through October fiscal year. Cash amounts included in the table above represent the portion of the annual retainers and committee chair fees earned with respect to service during fiscal 2019, as well as any additional meeting fees paid during fiscal 2019.


Name	Fees Earned or Paid in Cash(1) ($)	Stock Awards(2) ($)	All Other Compensation ($)	Total Compensation ($)
Aida Alvarez	105,000	220,030	—	325,030
Shumeet Banerji	20,000	325,035	—	345,035
Robert R. Bennett	125,000	220,030	—	345,030
Charles “Chip” V. Bergh	200,000	325,035	—	525,035
Bruce Broussard	105,000	220,030	—	325,030
Stacy Brown-Philpot	111,000	220,030	—	331,030
Stephanie A. Burns	130,000	220,030	—	350,030
Mary Anne Citrino	75,904	325,035	—	400,939
Richard L. Clemmer	—	325,035	—	325,035
Judith “Jami” Miscik	111,000	220,030	—	331,030
Kim K.W. Rucker(3)	100,301	283,324	—	383,625
Subra Suresh	111,000	220,030	—	331,030
Enrique Lores(4)	—	—	—	—

(1)For purposes of determining Director compensation, the Board year begins in March and ends the following February, which does not coincide with our November through October fiscal year. Cash amounts included in the table above represent the portion of the regular annual retainers and committee chair retainers earned with respect to service during fiscal 2022, as well as any additional meeting fees paid during fiscal 2022. This also includes cash earned in the period described, receipt of which was deferred by Director election into the 2005 Executive Deferred Compensation Plan, which provides that Directors may elect when to receive their deferred cash annual retainer. See “Additional ~~Information about Fees Earned or Paid in Cash in Fiscal 2019” below.(3)~~Represents the grant date fair value of stock awards and option awards granted in fiscal 2019 calculated in accordance with applicable accounting standards relating to share-based payment awards. For awards of shares, that amount is calculated by multiplying the closing price of HP’s stock on the date of grant by the number of shares awarded. For elective options, that amount is calculated by multiplying the Black-Scholes-Merton value determined as of the date of grant by the number of options awarded. For information on the assumptions used to calculate the value of the stock awards, refer to Note 5 to our Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended October 31, 2019, as filed with the SEC on December 12, 2019. See “Additional Information about Non-Employee Director Equity Awards” below.~~(4)Mr. Weisler served as President and CEO of HP until November 1, 2019, the first day of our 2020 fiscal year. Accordingly, he did not receive compensation for his Board service during Fiscal 2019.~~

~~Additional~~ Information about Fees Earned or Paid in Cash in Fiscal ~~2019~~2022” below. Any amounts elected to be received as HP stock in lieu of cash are reflected in the Stock Awards column. Mr. Banerji, Mr. Bergh, Mr. Clemmer, and Ms. Citrino elected to receive stock in lieu of cash for all or a portion of their annual cash retainers earned in fiscal 2022.

Name     Annual
Retainers^(a)
($)     Committee
Chair and
Chairman
Fees^(b)
($)     Additional
Meeting
Fees^(c)
($)     Total
($)
Aida Alvarez   $ 104,928 $ 0 $ 0 $ 104,928
Shumeet Banerji $ 104,928 $ 18,325 $ 0 $ 123,253
Robert R. Bennett $ 104,928 $ 18,325 $ 2,000 $ 125,253
Charles “Chip” V. Bergh $ 0 $ 199,863 $ 0 $ 199,863
Stacy Brown-Philpot $ 104,928 $ 0 $ 2,000 $ 106,928
Stephanie A. Burns $ 104,928 $ 23,322 $ 0 $ 128,250
Mary Anne Citrino $ 104,928 $ 33,315 $ 4,000 $ 142,243
Yoky Matsuoka $ 82,418 $ 0 $ 0 $ 82,418
Stacey Mobley $ 104,928 $ 0 $ 0 $ 104,928
Subra Suresh $ 104,928 $ 0 $ 2,000 $ 106,928

~~(a)~~	The Board year begins in March and ends the following February, which does not coincide with HP’s November through October fiscal year. The dollar amounts shown include cash annual retainers earned for service during the last four months of the March 2018 through February 2019 Board year and cash annual retainers earned for service during the first eight months of the March 2019 through February 2020 Board year. This also includes cash earned in the period described that was deferred by Director election into the 2005 Executive Deferred Compensation Plan, which provides that Directors may elect when to receive their deferred cash annual retainer. Directors may not receive their deferred cash annual retainer earlier than January 2022. In the case of a termination of service, Directors can elect to receive the deferred money in the January following the termination of service if the date occurs prior to the specified distribution year elected.
~~(b)~~	Committee chair fees are calculated based on service during each Board term. The dollar amounts shown include such fees earned for service during the last four months of the March 2018 through February 2019 Board term and fees earned for service during the first eight months of the March 2019 through February 2020 Board term.
~~(c)~~	Additional meeting fees are calculated based on the number of designated Board meetings and the number of committee meetings attended during each Board term. The dollar amounts shown include any additional meeting fees paid during fiscal 2019 for service in the 2018 Board term ending February 2019. Additional meeting fees for the 2019 Board term, if any, will be paid during fiscal 2020.

~~Proxy Statement~~

~~Table~~(2)Represents the grant date fair value of ~~Contents~~

~~Board~~stock awards granted in fiscal 2022 calculated in accordance with applicable accounting standards relating to share-based payment awards. For director stock awards, the number is calculated by multiplying the closing price of ~~Directors~~

~~Additional~~HP’s stock on the date of grant by the number of shares awarded. For information on the assumptions used to calculate the value of HP’s stock-based compensation, refer to Note 5 to our Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended October 31, 2022, as filed with the SEC on December 6, 2022. See “Additional Information about Non-Employee Director Equity Awards” below.

(3)Ms. Rucker joined the Board on November 16, 2021. For Ms. Rucker’s partial first year of Board service, her annual cash retainer was pro-rated and paid in the form of cash and her annual equity retainer was pro-rated and paid in the form of fully vested shares.

(4)Mr. Lores has been serving as President and CEO of HP from November 1, 2019. He does not receive compensation for his Board service.

Additional Information About Fees Earned or Paid in Cash in Fiscal 2022

Name
Annual
Retainers(a)
($)
Committee Chair
and Chairman
Fees(b)
($)
Additional
Meeting Fees
($)
Total
($)
Aida Alvarez 105,000 — — 105,000
Shumeet Banerji — 20,000 — 20,000
Robert R. Bennett 105,000 20,000 — 125,000
Charles “Chip” V. Bergh — 200,000 — 200,000
Bruce Broussard 105,000 — — 105,000
Stacy Brown-Philpot 105,000 — 6,000 111,000
Stephanie A. Burns 105,000 25,000 - 130,000
Mary Anne Citrino 34,904 35,000 6,000 75,904
Richard L. Clemmer — — — —
Judith “Jami” Miscik 105,000 — 6,000 111,000
Kim K.W. Rucker(c)
100,301 — — 100,301
Subra Suresh 105,000 — 6,000 111,000
Enrique Lores — — — —


42


			Corporate Governance and Board of Directors

(a)The Board year begins in March and ends the following February, which does not coincide with HP’s November through October fiscal year. The dollar amounts shown include cash annual retainers earned for service during fiscal 2022 (i.e., the last four months of the March 2021 through February 2022 Board year and the first eight months of the March 2022 through February 2023 Board year). This also includes cash earned in the period described, receipt of which was deferred by Director election into the 2005 Executive Deferred Compensation Plan, which provides that Directors may elect when to receive their deferred cash annual retainer. Directors may not receive their deferred cash annual retainer earlier than January 2025. In the case of a termination of service, Directors can elect to receive the deferred money in the January following the termination of service if the date occurs prior to the specified distribution year elected.

(b)Committee chair fees are calculated based on service during each Board year. The dollar amounts shown include such fees earned for service during the last four months of the March 2021 through February 2022 Board year and fees earned for service during the first eight months of the March 2022 through February 2023 Board year.

(c)For Ms. Rucker’s partial first year of Board service, her annual cash retainer was pro-rated.

Additional Information About Non-Employee Director Equity Awards

The following table provides additional information about ~~non-employee Director~~ equity awards, ~~including the stock awards and elective options~~ made to non-employee Directors during fiscal ~~2019,~~2022, the grant date fair value of each of those awards and the number of stock awards and option awards outstanding as of the end of fiscal ~~2019:~~

Name     Stock Awards
Granted During
Fiscal 2019
(#)     Option
Awards
Granted
During
Fiscal 2019
(#)     Grant Date
Fair Value of
Stock and
Option
Awards
Granted
During
Fiscal 2019^(a)
($)     Stock Awards
Outstanding
at Fiscal
Year End^(b)
(#)     Option Awards
Outstanding at
Fiscal Year End
(#)
Aida Alvarez 10,702 0 $ 215,003 11,402 0
Shumeet Banerji 10,702 0 $ 215,003 0 0
Robert R. Bennett 10,702 0 $ 215,003 10,875 0
Charles “Chip” V. Bergh 7,965 38,930 $ 320,019 31,073 146,148
Stacy Brown-Philpot 10,702 0 $ 215,003 51,663 0
Stephanie A. Burns 10,702 0 $ 215,003 20,966 0
Mary Anne Citrino 5,351 26,156 $ 215,003 33,506 159,671
Yoky Matsuoka 17,138 0 $ 344,182 0 0
Stacey Mobley 10,702 0 $ 215,003 51,663 0
Subra Suresh 10,702 0 $ 215,003 19,295 0

~~(a)~~

Represents the grant date fair value of stock awards and elective options granted in fiscal 2019 calculated in accordance with applicable accounting standards. For stock awards, that number is calculated by multiplying the closing price of HP’s stock on the date of grant by the number of shares awarded. For elective options, that amount is calculated by multiplying the Black-Scholes-Merton value determined as of the date of grant by the number of options awarded. For information on the assumptions used to calculate the value of the stock awards, refer to Note 5 to our Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended October 31, 2019, as filed with the SEC on December 12, 2019.

~~(b)~~

~~Includes dividend equivalent units accrued with respect to share awards granted in fiscal 2019 and RSUs granted in previous years that have been deferred at the election of the Director.~~

2022:


Name	Stock Awards Granted During Fiscal 2022 (#)	Grant Date Fair Value of Stock Awards Granted During Fiscal 2022(a) ($)	Stock Awards Outstanding at Fiscal Year End(b) (#)	Option Awards Outstanding at Fiscal Year End (#)
Aida Alvarez	5,687	220,030	28,027	—
Shumeet Banerji	8,401	325,035	—	—
Robert R. Bennett	5,687	220,030	40,245	—
Charles “Chip” V. Bergh	8,401	325,035	68,349	146,148
Bruce Broussard	5,687	220,030	—	—
Stacy Brown-Philpot	5,687	220,030	84,735	—
Stephanie A. Burns	5,687	220,030	51,284	—
Mary Anne Citrino	8,401	325,035	67,653	159,671
Richard L. Clemmer	8,401	325,035	34,401	—
Judith “Jami” Miscik	5,687	220,030	—	—
Kim K.W. Rucker(c)	7,715	283,324	7,876	—
Subra Suresh	5,687	220,030	21,007	—

(a)Represents the grant date fair value of stock awards granted in fiscal 2022 calculated in accordance with applicable accounting standards. For director stock awards, the number is calculated by multiplying the closing price of HP’s stock on the date of grant by the number of shares awarded. For information on the assumptions used to calculate the value of HP’s stock-based compensation, refer to Note 5 to our Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended October 31, 2022, as filed with the SEC on December 6, 2022.

(b)Includes dividend equivalent units accrued with respect to share awards granted in fiscal 2022 and RSUs granted in previous years that have been deferred at the election of the Director.

(c)For Ms. Rucker’s partial first year of Board service, her annual equity retainer was pro-rated and paid in the form of fully vested shares.

Non-Employee Director Stock Ownership Guidelines

Under our stock ownership guidelines, non-employee Directors are required to accumulate, within five years of election to the Board, shares of HP’s stock equal in value to at least five times the amount of the regular annual cash Board retainer. Shares counted toward these guidelines include any shares held by the Director directly or indirectly, including deferred ~~vested~~stock awards.

~~All~~

At the end of fiscal 2022, all non-employee Directors with more than five years of service have met our stock ownership guidelines and all non-employee Directors with less than five years of service have either met or are on track to meet our stock ownership guidelines within the required time based on current trading prices of HP’s stock. ~~See “Common Stock Ownership of Certain Beneficial Owners and Management” on page 75 of this proxy statement.~~

~~www.hpannualmeeting.com~~

~~Table of Contents~~

~~MANAGEMENT PROPOSAL NO. 1~~ ~~Election of Directors~~
	2023 PROXY STATEMENT			43



			~~The Board recommends a voteFORthe election of all of the Director nominees listed above.~~

Audit Matters

The Board currently consists of 13 Directors. On the recommendation of the NGSR Committee, the Board has nominated the 12 persons named above for election as Directors this year, each to serve for a one-year term and until the Director’s successor is elected and qualified or, if earlier, until his or her resignation or removal. Mr. Weisler is not standing for re-election at this annual meeting, and the Board has determined that the size of the Board will be reduced to 12 Directors at the time of the annual meeting.

~~Our Board recommends using the enclosed WHITE proxy card to vote FOR the election of all of the Board’s 12 Director nominees listed above.~~

Xerox has notified us of its intent to nominate a slate of 12 nominees for election as Directors at the annual meeting in opposition to the nominees proposed by our Board. Our Board does not endorse any Xerox nominee and unanimously recommends that you disregard any blue proxy card that may be sent to you by Xerox. Voting to “withhold” with respect to any of Xerox’s nominees on its proxy card is not the same as voting FOR our Board’s nominees, because a vote to “withhold” with respect to any of Xerox’s nominees on its proxy card will revoke any previous proxy submitted by you, including any vote you may have made for our Board’s nominees. If you have previously voted using a blue proxy card sent to you by Xerox, you may change your vote by voting via the Internet or by telephone by following the easy instructions provided on the enclosed WHITE proxy card. You may also sign, date and return the enclosed WHITE proxy card to the address indicated on the card, but we strongly encourage you to use this option only if you do not have access to a touch-tone telephone or to the Internet. Only the latest validly executed proxy that you submit will be counted.

~~Vote Required~~

Our Bylaws provide that each director is elected by the vote of a majority of the votes cast with respect to the nominee, except that where the secretary of the Company receives a notice that a stockholder has nominated a person for election to the Board in compliance with our Bylaws (and the notice is not withdrawn), all Directors are to be elected under a plurality voting standard. Under a plurality voting standard, the 12 nominees receiving the highest number of FOR votes will be elected. Accordingly, because Xerox has notified us that it intends to nominate a slate of 12 nominees in opposition to the nominees proposed by our Board and named in this proxy statement, the 12 nominees receiving the highest number of FOR votes will be elected as Directors at the annual meeting. Votes withheld and broker non-votes, if any, are not votes cast and will not be counted for purposes of determining the nominee receiving the highest number of FOR votes.

If you sign your WHITE proxy card but do not give instructions with respect to voting for Directors, your shares will be voted by Enrique Lores, Steven J. Fieler and Kim M. Rivera, as proxy holders, FOR the election of all 12 Board nominees. If you wish to give specific instructions with respect to voting for Directors, you may do so by indicating your instructions when you vote via Internet or by telephone, or on your WHITE proxy card or voting instruction form.

~~Governance Highlights~~

~~Governance Practices~~

HP’s corporate governance policies and practices are continuously evolving – from our time as Hewlett-Packard Company to our new identity as HP Inc., we have always led by example, adopting changes in line with our commitment to the highest standards of governance. Stockholder input has been key to our progression and as we continue to evolve our corporate governance policies and practices, we will continue to solicit feedback from our stockholders regarding our governance profile. The following examples highlight some of the key features of our corporate governance policies and practices, including updates we have recently made to strengthen our policies and practices:

—	~~Our Bylaws provide our stockholders with a proxy access right.~~

~~Proxy Statement~~

~~Table of Contents~~

~~Corporate Governance~~

—	~~All members of our committees are independent.~~
—	Our stockholders owning 15% or more of our common stock have a right to call special meetings. We lowered this right from 25% after engaging with our stockholders on what rights to act outside of the annual meeting they would prefer.
—	~~Directors are elected annually by majority vote in uncontested Director elections.~~
—	~~We have adopted a policy whereby any incumbent Director who fails to receive a majority of the votes cast in uncontested Director elections will tender his or her offer of resignation.~~
—	~~We maintain a close, effective dialogue with our stockholders through an ongoing stockholder outreach program.~~
—	~~Non-employee Directors are expected to own Company stock equal to at least five times their annual cash Board retainer within five years of joining the Board.~~
—	We have evaluated our governance practices against the Corporate Governance Principles for U.S. Listed Companies published by the Investor Stewardship Group (“ISG”), a collective of some of the largest U.S.-based institutional investors and global asset managers, and we believe that our governance policies and practices are consistent with the ISG principles. The following table shows how certain of our key governance practices align with the ISG principles:

~~ISG Principle~~		~~HP Governance Policy or Practice~~
~~Principle 1:~~	~~Boards are accountable to stockholders.~~	—~~Annual election of each Director, for a one-year term~~ —~~Proxy access that allows stockholder to nominate Directors~~ —~~Policy whereby any incumbent Director who fails to receive a majority of the votes cast in uncontested Director elections will tender his or her offer of resignation~~ —~~Annual stockholder outreach program that typically includes the Chair of the Board, the Chair of the HRC Committee and other Directors~~ —~~Extensive disclosure of our corporate governance and Board practices~~
~~Principle 2:~~	~~Stockholders should be entitled to voting rights in proportion to their economic interest.~~	—~~One share, one vote~~
~~Principle 3:~~	~~Boards should be responsive to stockholders and be proactive in order to understand their perspectives.~~	—~~Directors participate in our stockholder outreach programs~~ —~~Directors are available for stockholder engagement outside our engagement programs~~ —~~Many Directors participate in and attend our annual meeting, at which management and those Directors present respond to each stockholder question~~
~~Principle 4:~~	~~Boards should have a strong, independent leadership structure.~~	—~~Independent Chair of the Board, with clearly defined responsibilities~~ —~~Structure for a Lead Independent Director if the Chair is not independent~~ —~~Robust independent key committees and other structures for facilitating contribution of independent Directors~~
~~Principle 5:~~	~~Boards should adopt structures and practices that enhance their effectiveness.~~	—~~11 of our 12 Director nominees are independent, with our Director nominees representing diverse backgrounds, skills and experiences~~ —~~Each Board committee is fully independent~~ —~~Track record of open dialogue between the Board and management~~ —~~Robust annual self-evaluation program~~
~~Principle 6:~~	~~Boards should develop management incentive structures that are aligned with the long-term strategy of the company.~~	—~~Performance-oriented long-term incentive compensation mix with metrics that support our long-term strategy~~ —~~Combination of short- and long-term performance goals~~ —~~Executive and Director share ownership requirements~~

~~www.hpannualmeeting.com~~

~~Table of Contents~~

~~Corporate Governance~~

~~Related-Person Transactions Policies and Procedures~~

~~Related Person Transactions Policy~~

We have adopted a written policy for approval of transactions between us and our non-employee Directors, Director nominees, executive officers, beneficial owners of more than 5% of HP’s stock, and their respective immediate family members where the amount involved in the transaction exceeds or is expected to exceed $100,000 in a single calendar year.

The policy provides that the NGSR Committee reviews certain transactions subject to the policy and decides whether to approve or ratify those transactions. In doing so, the NGSR Committee determines whether the transaction is in the best interests of HP. In making that determination, the NGSR Committee considers, among other factors it deems appropriate:

—	~~the extent of the related-person’s interest in the transaction;~~
—	~~whether the transaction is on terms generally available to an unaffiliated third party under the same or similar circumstances;~~
—	~~the benefits to HP;~~
—	the impact or potential impact on a Director’s independence in the event the related person is a Director, an immediate family member of a Director or an entity in which a Director is a partner, 10% stockholder or executive officer;
—	~~the availability of other sources for comparable products or services; and~~
—	~~the terms of the transaction.~~

~~The NGSR Committee has delegated authority to the Chair of the NGSR Committee to pre-approve or ratify transactions where the aggregate amount involved is expected to be less than $1 million.~~

~~A summary of any new transactions pre-approved by the Chair is provided to the full NGSR Committee for its review at each of the NGSR Committee’s regularly scheduled meetings.~~

~~The NGSR Committee has adopted standing pre-approvals under the policy for limited transactions with related persons. Pre-approved transactions include:~~

—	~~compensation of executive officers that is excluded from reporting under SEC rules where the HRC Committee approved (or recommended that the Board approve) such compensation;~~
—	~~non-employee Director compensation;~~
—	transactions with another company with a value that does not exceed the greater of $1 million or 2% of the other company’s annual revenues, where the related-person has an interest only as an employee (other than executive officer), Director or beneficial holder of less than 10% of the other company’s shares;
—	contributions to a charity in an amount that does not exceed the greater of $1 million or 2% of the charity’s annual receipts, where the related person has an interest only as an employee (other than executive officer) or non-employee Director; and
—	~~transactions where all stockholders receive proportional benefits.~~

A summary of new transactions covered by the standing pre-approvals relating to other companies (as described above) is provided to the NGSR Committee for its review in connection with that committee’s regularly scheduled meetings.

~~Fiscal 2019 Related-Person Transactions~~

We enter into commercial transactions with many entities for which our executive officers or non-employee Directors serve as non-employee Directors and/or employees in the ordinary course of our business. All those transactions were pre-approved transactions as defined above. There have otherwise been no related-person transactions (actual or proposed) since the beginning of HP’s last completed fiscal year.

~~Proxy Statement~~

~~Table of Contents~~

~~MANAGEMENT PROPOSAL NO. 2~~
~~Ratification of Independent Registered Public Accounting Firm~~

Board proposal no. 2

Ratification of independent registered public accounting firm

Our Board recommends a vote~~FOR~~ for the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the ~~2020~~2023 fiscal year.

The Audit Committee has appointed and ~~as a matter of good corporate governance,~~ is requesting ratification by the stockholders of the committee’s appointment of Ernst & Young LLP as the independent registered public accounting firm to audit our consolidated financial statements for the fiscal year ending October 31, ~~2020.~~2023. During fiscal ~~2019,~~2022, Ernst & Young LLP served as our independent registered public accounting firm and provided certain other audit-related and tax services. See “Report of the Audit Committee of the Board of Directors” and “Principal Accountant Fees and Services” below. Representatives of Ernst & Young LLP are expected to participate in the annual meeting, where they will be available to respond to appropriate questions and, if they desire, to make a statement.

Vote Required

Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the ~~2020~~2023 fiscal year requires the affirmative vote of a majority of the shares of HP common stock present in person or represented by proxy and entitled to be voted at the annual meeting. If the appointment is not ratified, the Board will consider whether it should select another independent registered public accounting firm. The members of the Audit Committee and the Board believe that the continued retention of Ernst & Young LLP to serve as HP’s independent registered public accounting firm is in the best interests of HP and its investors.

Report of the Audit Committee of the Board of Directors

The Audit Committee represents and assists the Board in fulfilling its responsibilities for general oversight of the integrity of HP’s financial statements, HP’s compliance with legal and regulatory requirements, the independent registered public accounting firm’s qualifications and independence, the performance of HP’s internal audit function and independent registered public accounting firm, and risk assessment and risk management. The Audit Committee manages HP’s relationship with its independent registered public accounting firm (which reports directly to the Audit Committee) and is responsible for the audit fee negotiations associated with HP’s retention of the independent registered public accounting firm. The Audit Committee has the authority to obtain advice and assistance from outside legal, accounting or other advisors as the Audit Committee deems necessary to carry out its duties and receives appropriate funding, as determined by the Audit Committee, from HP for such advice and assistance.

HP’s management is primarily responsible for HP’s internal control and financial reporting process. HP’s independent registered public accounting firm, Ernst & Young LLP, is responsible for performing an independent audit of HP’s consolidated financial statements and issuing opinions on the conformity of those audited financial statements with United States generally accepted accounting principles and the effectiveness of HP’s internal control over financial reporting. The Audit Committee monitors HP’s financial reporting process and reports to the Board on its findings.


44


			Audit Matters

In this context, the Audit Committee hereby reports as follows:

1.	~~The Audit Committee has reviewed and discussed the audited financial statements with HP’s management.~~
2.	The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed under the rules adopted by the Public Company Accounting Oversight Board (“PCAOB”).

~~www.hpannualmeeting.com~~

1.The Audit Committee has reviewed and discussed the audited financial statements with HP’s management.

~~Table~~2.The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of ~~Contents~~the Public Company Accounting Oversight Board (“PCAOB”) and the SEC.

3.The Audit ~~Matters~~

3.	The Audit Committee has received from the independent registered public accounting firm the written disclosures and the letter required by the applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence and has discussed with the independent registered public accounting firm its independence.
4.	Based on the review and discussions referred to in paragraphs (1) through (3) above, the Audit Committee recommended to the Board, and the Board has approved, that the audited financial statements be included in HP’s Annual Report on Form 10-K for the fiscal year ended October 31, 2019, for filing with the SEC.

Committee has received from the independent registered public accounting firm the written disclosures and the letter required by the applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence and has discussed with the independent registered public accounting firm its independence.

4.Based on the review and discussions referred to in paragraphs (1) through (3) above, the Audit Committee recommended to the Board, and the Board has approved, that the audited financial statements be included in HP’s Annual Report on Form 10-K for the fiscal year ended October 31, 2022, for filing with the SEC.

The undersigned members of the Audit Committee have submitted this Report to the Board of Directors.

AUDIT COMMITTEE

Mary Anne Citrino, Chair

Robert R. Bennett

Stacy Brown-Philpot

Richard L. Clemmer

Jami Miscik

Kim K. W. Rucker

Subra Suresh
~~Yoky Matsuoka~~

Principal Accountant Fees and Services

Fees incurred by HP for Ernst & Young LLP

The following table shows the fees paid or accrued by HP for audit and other services provided by Ernst & Young LLP for fiscal ~~2019~~2022 and ~~2018.~~2021. All fees paid to Ernst & Young LLP were pre-approved in accordance with the pre-approval policy, as discussed below.

2019 2018
In Millions
Audit Fees⁽¹⁾ $ 15.9 $ 15.9
Audit-Related Fees⁽²⁾ $ 2.4 $ 3.3
Tax Fees⁽³⁾ $ 2.9 $ 4
All Other Fees⁽⁴⁾ $ – $ 0.2
Total $ 21.2 $ 23.4

~~(1)~~	Audit fees represent fees for professional services provided in connection with the audit of our financial statements and review of our quarterly financial statements and audit services provided in connection with other statutory or regulatory filings.
~~(2)~~	Audit-related fees for fiscal 2019 consisted primarily of accounting consultations, employee benefit plan audits and other attestation services. Audit-related fees for fiscal 2018 consisted primarily of accounting consultations, employee benefit plan audits, and other attestation services.
~~(3)~~	Tax fees consisted primarily of tax advice and tax planning fees of $650,000 and $1.6 million for fiscal 2019 and fiscal 2018, respectively. For fiscal 2019 and fiscal 2018, tax fees also included tax compliance fees of $2.2 million and $2.3 million, respectively.
~~(4)~~	~~For fiscal 2018, all other fees included primarily advisory service fees.~~


	2022		2021
	In Millions
Audit Fees(1)	$	16.9	$	16.7
Audit-Related Fees(2)	$	4.6	$	2.9
Tax Fees(3)	$	3.8	$	0.7
All Other Fees(4)	$	0.4	$	0.1
Total	$	25.7	$	20.3

(1) Audit fees represent fees for professional services provided in connection with the audit of our financial statements and review of our quarterly financial statements and audit services provided in connection with other statutory or regulatory filings.

(2)Audit-related fees for fiscal 2022 and fiscal 2021 consisted primarily of accounting consultations and employee benefit plan audits.

(3)For fiscal 2022 and fiscal 2021, tax fees consisted primarily of tax advice and tax planning fees. For fiscal 2022 and fiscal 2021, tax fees also included tax compliance fees.

(4)For fiscal 2022, all other fees consisted of ESG assurance services. For fiscal 2021, all other fees consisted primarily of other attestation services.

Pre-Approval of Audit and Non-Audit Services Policy

The Audit Committee has delegated to the Chair of the Audit Committee the authority to pre-approve audit-related and non-audit services not prohibited by law to be performed by our independent registered public accounting firm and associated fees up to a maximum for any one service of $250,000, provided that the chair shall report any decisions to pre-approve services and fees to the full Audit Committee at its next regular meeting.

~~Proxy Statement~~

~~Table of Contents~~

~~MANAGEMENT PROPOSAL NO. 3~~ ~~Advisory Vote to Approve Executive Compensation~~
	2023 PROXY STATEMENT			45

Executive Compensation



			Board proposal no. 3


			Advisory vote to approve named executive officer compensation


						Our Board recommends a vote~~FOR~~ for the approval of the compensation of our NEOs, ~~including~~as described in the ~~Compensation Discussion~~following compensation discussion and ~~Analysis, the~~analysis, compensation tables and narrative discussion ~~following~~accompanying such compensation tables, and the other related disclosures in this proxy statement.

In accordance with SEC rules, ~~our~~your Board recommends that stockholders ~~are being asked to~~ approve, on ana non-binding advisory ~~or non-binding~~ basis, the compensation of our NEOs as disclosed in this proxy statement pursuant to Item 402 of Regulation ~~S-K — a~~S-K. A detailed description of our compensation program is available in the “Compensation Discussion and Analysis.”

~~Our~~

Your Board and the HRC Committee believe that ~~we have~~it has created a compensation program that is tied to performance, aligns with stockholder interests and merits stockholder support. Accordingly, we are asking for stockholder approval of the compensation of our NEOs as disclosed in this proxy statement in the Compensation Discussion and Analysis, the compensation tables and the narrative discussion following the compensation tables.

Although this vote is non-binding, ~~the~~our Board and the HRC Committee value the views of our stockholders and will thoroughly review the voting results. If there are significant negative votes, we will take steps to understand those concerns that influenced the vote and consider them in making future decisions about executive compensation. We currently conduct annual advisory votes on executive compensation and expect to conduct the next advisory vote at our next annual meeting of stockholders in ~~2021.~~

2024, unless HP announces otherwise following the Board’s consideration of the advisory vote provided in Proposal 4 of this Proxy Statement regarding the frequency of future advisory votes on executive compensation.

Vote Required

The affirmative vote of a majority of the shares of HP common stock present in person or represented by proxy and entitled to be voted on the proposal at the annual meeting is required for advisory approval of this proposal.

~~www.hpannualmeeting.com~~

~~Table of Contents~~

~~Executive Compensation~~

~~Overview~~

~~Alignment with Stockholders and Compensation Best Practices~~


	~~Pay-for-Performance~~46

		~~Corporate Governance~~
—~~The majority of target total direct~~~~compensation~~~~for executives is~~~~performance-based~~~~as well as~~~~equity-based~~to~~align executives’ rewards with stockholder value.~~ —~~Total direct compensation is~~~~targeted~~~~at or near the~~~~median~~~~of peersto ensure that it is appropriate and competitive.~~ —~~Actual realized~~~~total direct compensation and~~~~pay positioning~~~~are designed to fluctuate with, and be~~~~commensurate with, actual annual and long-term performance, recognizing company-wide, business, and individual results.~~ —~~Incentive awards~~~~are heavily dependent upon our stock performance and are measured against~~~~objective financial metrics~~~~that we believe~~~~link~~~~either directly or indirectly~~~~to the creation of value~~~~for our stockholders. In addition, 25% of our target annual incentives are contingent upon the achievement of qualitative objectives that we believe will contribute to our long-term success.~~ —We~~balancegrowth, cash flow, revenue and profit objectives, as well as short- and long-term objectives to~~~~reward for overall performance~~~~that does not over-emphasize a singular focus on a particular metric or time period.~~ —~~A significant portion of our long-term incentives are primarily delivered in the form of performance-adjusted restricted stock units, referred to as~~~~“PARSUs,”~~~~which vest only upon the achievement of~~~~relative total shareholder return (“TSR”)~~~~and~~~~EPS~~~~objectives.~~ —~~We validate the~~~~pay-for-performance~~~~relationship on an annual basis and our Human Resources and Compensation (“HRC”) Committee reviews and approves performance goals under our incentive plans.~~ —~~The compensation of objectively identified~~~~peer companies based on industry and size criteria~~~~is considered to confirm that pay levels for the NEOs are~~~~appropriate~~~~and~~~~competitive~~. —~~The maximum payouts under annual incentive awards and under~~~~PARSUs~~~~are~~~~capped at 200% of bonus target and 2x shares.~~						—~~We do not utilize executive employment contracts for senior officers.~~ —We~~devote significant timeto management succession planning and leadership development efforts.~~ —~~We maintain a~~~~consistent market-aligned~~~~severance policy for executives and a conservative change in control policy which requires a double trigger for execution.~~ —~~The HRC Committee engages an~~~~independent~~~~compensation consultant.~~ —~~We have~~~~clawback and equity-forfeiture provisions~~that provide the Board with discretion to recoup compensation in the event of a material financial restatement or misconduct that results in material reputational harm to the Company, which mitigates compensation-related risk. —~~We maintain strong~~~~stock ownership guidelines~~~~for executive officers and non-employee Directors.~~ —We~~prohibitall employees, including our executive officers, and also non-employee Directors, from engaging in any form of~~~~hedging~~~~transaction involving HP securities, holding HP securities in margin accounts and~~~~pledging~~~~stock as collateral for loans in a manner that could create compensation-related risk for the Company.~~ —~~We conduct a robust~~~~stockholder outreach~~~~program throughout the year and use that input to inform our program decisions and pay practices.~~ —We~~discloseour corporate performance goals and achievements relative to these goals.~~ —~~We do not provide~~~~excessive perquisites~~~~to our employees, including our executive officers.~~ —~~We do not allow our executives to~~~~participate in the determination of their own compensation.~~

~~Proxy Statement~~

~~Table of Contents~~

Executive Compensation

~~Components of Compensation~~

Our executive compensation program primarily comprises performance-based components. The table below shows each pay component, the role and factors for determining the amount. Percentages are the averages of pay components at target for the NEOs, including the CEO.

~~Pay Component~~		~~Role~~		~~Determination Factors~~
~~Base Salary~~						—~~Provides a fixed portion of annual cash income~~		—~~Value of role in competitive marketplace~~

—~~Value of role to the Company~~

—~~Skills, experience and performance of individual compared to the market as well as others in the Company~~

~~Annual Incentive~~

~~(i.e., Pay-for-Results (“PfR”))~~
~~Payments to executives for annual PfR incentive purposes are made under the Stock Incentive Plan (the “Plan”)~~

—~~Provides a variable and performance-based portion of annual cash income~~

—~~Focuses executives on annual objectives that support the long-term strategy and creation of value~~

—~~Target awards based on competitive marketplace, level of position, skills and performance of executive~~

—~~Actual awards based on achievement against annual corporate, business unit, and individual goals as set and approved by the HRC Committee~~

~~Long-term Incentives~~

—~~Restricted Stock Units (“RSUs”)~~

—~~Performance-Adjusted Restricted Stock Units (“PARSUs”)~~

—~~Supports need for long-term sustained performance~~

—~~Aligns interests of executives and stockholders, reflecting the time-horizon and risk to investors~~

—~~Focuses executives on critical long-term performance goals~~

—~~Encourages equity ownership and stockholder alignment~~

—~~Retains key employees~~

—~~Target awards based on competitive marketplace, level of position, skills and performance of the executive~~

—~~Actual earned values based on performance against corporate goals and TSR performance~~

~~All others:~~

—~~Benefits~~

—~~Limited perquisites~~

—~~Severance protection~~

—~~Supports the health and security of our executives and their ability to save on a tax-deferred basis~~

—~~Enhances executive productivity~~

—~~Competitive market practices for similar roles~~

—~~Level of executive~~

—~~Standards of best-in-class governance~~

~~Financial Highlights~~

As illustrated below for the three key financial measures used to fund our annual pay-for-performance incentive awards, we exceeded two of our three goals reflected in our business plan in fiscal 2019, even as the global-macroeconomic and foreign-currency environment was challenging.

~~GAAP Net Revenue~~	~~Adjusted Non-GAAP Net Earnings~~	~~Non-GAAP Free Cash Flow~~

~~$58.8~~ ~~BILLION~~	~~$3.8~~ ~~BILLION~~	~~6.78%~~
~~(as defined on page 52) compared to a target goal of $60.0 billion under our annual incentive plan.~~	~~(as defined on page 52) compared to a target goal of $3.7 billion under our annual incentive plan.~~	~~(as a percentage of revenue; as defined on page 52) compared to a target goal of 6.33% under our annual incentive plan.~~

~~www.hpannualmeeting.com~~

~~Table of Contents~~

~~Executive Compensation~~

Compensation Discussion and Analysis

EPS was chosen because it is a critical driver of long-term stockholder value and because of our focus on bottom-line profitability in the business transformation strategy. Year 1 (fiscal 2019) EPS goals were set after consideration of historical performance, internal budgets, external expectations, and peer group performance.

~~Relative TSR was chosen as a performance measure because it is a direct measure of stockholder value and rewards for outperformance relative to the broader market.~~

EPS and relative TSR are weighted equally in determining earned PARSUs. The first segment (42% of total target units) will vest after the end of fiscal 2020, subject to Year 1 EPS performance and relative TSR performance for the first two years. The second segment (58% of total target units) will vest after the end of fiscal 2021, subject to Year 2 EPS performance, Year 3 EPS performance, and relative TSR performance for the three years.

~~For more information on grants of PARSUs to the NEOs during fiscal 2019, see “Executive Compensation—Grants of Plan-Based Awards in Fiscal 2019.”~~

The following table provides information about the present value of accumulated pension benefits payable to each NEO:

Name       Plan
Name⁽¹⁾       Number of
Years of
Credited
Service
(#)       Present Value of
Accumulated
Benefit⁽²⁾
($)       Payments During
Last Fiscal Year
($)
Dion J. Weisler⁽³⁾ — — — —
Steven J. Fieler CAPP 1.3         $ 9,955 —
Enrique J. Lores⁽³⁾ — — — —
Kim Rivera⁽³⁾ — — — —
Alex Cho RP 7.6 91,020
EBP 7.6 12
IRG 24.3 138,518 —

~~(1)~~

The “RP” and the “EBP” are the qualified HP Retirement Plan and the non-qualified HP Excess Benefit Plan, respectively. “CAPP” is the qualified Cash Account Pension Plan. All benefits are frozen under these plans. The RP and CAPP have


Name	Plan Name(1)	Number of Years of Credited Service (#)	Present Value of Accumulated Benefit(2) ($)	Payments During Last Fiscal Year ($)
Enrique J. Lores(3)	—	—	—	—
Marie Myers(4)	—	—	—	—
Julie Jacobs(3)	—	—	—	—
Alex Cho	RP	7.6	56,846	—
	EBP	7.6	7	—
	IRG	27.3	98,991	—
Tuan Tran	RP	14.6	234,196	—
	EBP	14.6	141,552	—
Christoph Schell(3)	—	—	—	—

(1)The “RP” and the “EBP” are the qualified HP Retirement Plan and the non-qualified HP Excess Benefit Plan, respectively. All benefits are frozen under these plans. The RP has been merged into the HP Inc. Pension Plan (formerly known as the Hewlett-Packard Company Retirement Plan). The “IRG” is the International Retirement Guarantee which is a nonqualified plan covering certain highly compensated international transfers.

(2)The present value of accumulated benefits is shown at the age 65 unreduced retirement age for the RP, the EBP and the IRG using the assumptions under Accounting Standards Codification (ASC) Topic 715-30 Defined Benefit Plans—Pension for the 2022 fiscal year-end measurement (as of October 31, 2022). The present value is based on a discount rate of 5.70% for the RP, 5.35% for the EBP and 5.32% for the IRG, lump sum interest rates of 5.25% for the first five years, 5.85% for the next 15 years and 5.85% thereafter, and applicable mortality for lump sums with the respective mortality improvement scale applied for future years. As of October 31, 2021 (the prior measurement date), the ASC Topic 715-30 assumptions included a discount rate of 2.91% for the RP, 1.64% for the EBP, and 1.57% for the IRG, lump sum interest rates of 0.70% for the first five years, 2.55% for the next 15 years and 3.06% thereafter, and applicable mortality for lump sums with the respective mortality improvement scale applied for future years.

(3)Mr. Lores, Ms. Jacobs and Mr. Schell are not eligible to receive benefits under any defined benefit pension plan because we ceased benefit accruals under all of our U.S.-qualified defined benefit pension plans prior to the commencement of their employment with HP in the United States.

(4)Ms. Myers was a participant in the RP and EBP, but when she previously left the Company, she was paid her RP and EBP benefits in fiscal 2019.


~~(2)~~2023 PROXY STATEMENT			The present value of accumulated benefits is shown at the age 65 unreduced retirement age for the RP, the EBP and the IRG, and the immediate unreduced benefit from the CAPP using the assumptions under Accounting Standards Codification (ASC) Topic 715-30 Defined Benefit Plans—Pension for the 2019 fiscal year-end measurement (as of October 31, 2019). The present value is based on a discount rate of 3.21% for the RP (this discount rate also applies for CAPP but since the benefit is currently unreduced, there is no discounting applied), 2.39% for the EBP and 2.50% for the IRG, lump sum interest rates of 2.13% for the first five years, 3.07% for the next 15 years and 3.65% thereafter, and applicable mortality for lump sums with the respective mortality improvement scale applied for future years. As of October 31, 2018 (the prior measurement date), the ASC Topic 715-30 assumptions included a discount rate of 4.54% for the RP, 4.02% for the EBP, and 4.07% for the IRG, lump sum interest rates of 3.21% for the first five years, 4.26% for the next 15 years and 4.55% thereafter, and applicable mortality for lump sums with the respective mortality improvement scale applied for future years.69


~~(3)~~Executive Compensation			Mr. Weisler, Mr. Lores and Ms. Rivera are not eligible to receive benefits under any defined benefit pension plan because we ceased benefit accruals under all of our U.S.-qualified defined benefit pension plans prior to the commencement of their employment with HP in the United States.

Narrative to the Fiscal ~~2019~~2022 Pension Benefits Table

No NEO currently accrues a benefit under any qualified or non-qualified defined benefit pension plan because we ceased benefit accruals in all our U.S.-qualified defined benefit pension plans (and their non-qualified plan counterparts) in prior years. In the case of Mr. Cho, his IRG benefit is based on the US retirement program and since the US pension plans are frozen there is no accrual under that plan. Benefits previously accrued by Mr. ~~Fieler under CAPP and those accrued by Mr.~~ Cho under the RP, EBP and IRG and by Mr. Tran under the RP and EBP are payable to them following termination of employment, subject to the terms of the applicable plans.

~~Proxy Statement~~

~~Table of Contents~~

~~Executive Compensation~~

Terms of the HP Retirement Plan (RP)

Mr. Cho and Mr. Tran earned benefits under the RP and the EBP based on pay and service prior to 2006. The RP is a traditional defined benefit plan that provided a benefit based on years of service and the participant’s “highest average pay rate,” reduced by a portion of Social Security earnings. “Highest average pay rate” was determined based on the 20 consecutive fiscal quarters when pay was the highest. Pay for this purpose included base pay and bonus, subject to applicable IRS limits. Benefits under the RP may be taken in one of several different annuity forms or in an actuarially equivalent lump sum. ~~Since~~ Mr. ~~Cho became~~Tran was a participant in the RP ~~after~~before November 1, 1993 so he has noa DPSP balance which is integrated with the RP. Benefits calculated under the RP are offset by the value of benefits earned under the HP Deferred Profit Sharing Plan ~~(DPSP) balance to be integrated with~~(the “DPSP”) before November 1, 1993. Together, the ~~RP.~~

RP and the DPSP constitute a “floor-offset” arrangement for periods before November 1, 1993. Benefits not payable from the RP and the DPSP due to IRS limits are paid from the EBP under which benefits are unfunded and unsecured. When an EBP participant terminates employment, the benefit liability is transferred to the EDCP, where an account is established for the participant. That account is then credited with ~~relatively~~hypothetical investment earnings (gains or losses) based upon the investment election made by participants from among investment options similar to those offered under the HP 401(k) Plan. There is no formula that would result in above-market earnings or payment of a preferential interest rate on this benefit. At the time of distribution, amounts representing EBP benefits are paid from the EDCP in a lump sum or installment form, according to pre-existing elections made by those participants, except that participants with a small ~~benefits terminates they~~benefit or who have not qualified for retirement status (generally, age 55 or older with at least 15 years of continuous service since the last hire date; but for deferrals made during 2023 and in future years, age 55 or older with attainment of at least 70 points (with points generally defined as the sum of the participant’s age plus total years of service)) are paid their EBP benefit in January of the year following their termination, subject to any delay required by Section 409A of the Code.

~~Terms of~~

Since Mr. Cho became a participant in the ~~Cash Account Pension~~RP after November 1, 1993, he has no Deferred Profit-Sharing Plan ~~(CAPP)~~
~~Mr. Fieler earned benefits under the CAPP based on his compensation beginning in September 2004 through the end of 2005 when benefits were frozen. While interest continues~~(DPSP) balance to accrue on the CAPP balance, no pay credits have been applied since the end of 2005. CAPP provided for 4% of pay credits to a cash balance account with interest credited at a 1-year Treasury bill plus 1% interest rate. The CAPP balance can be ~~paid as a lump sum~~integrated with the ~~appropriate election and spousal consent if married or can be converted to annuity forms of payment.~~

RP.

Terms of the International Retirement Guarantee (IRG)

Employees who transferred internationally at the Company’s request prior to 2000 were put into an international umbrella plan. This plan determines the country of guarantee which is generally the country in which an employee has spent the longest portion of his HP Inc. career. For Mr. Cho, the country of guarantee is currently the U.S. The IRG determines the present value of a full career benefit for Mr. Cho under the HP Inc. sponsored retirement benefit plans that applied to employees working in the U.S., and U.S. Social Security (since the U.S. is his country of guarantee) then offsets the present value of the retirement benefits from plans and social insurance systems in the countries in which he earned retirement benefits (France and the US) for his total period of HP Inc. employment. The net benefit value is payable as a single lump sum amount as soon as practicable after termination or retirement, subject to any delay required by Section 409A of the Code. This is a nonqualified retirement plan.

Fiscal ~~2019~~2022 Non-Qualified Deferred Compensation Table

The following table provides information about contributions, earnings, withdrawals, distributions, and balances under the EDCP:

Name       Executive
Contributions
in Last FY⁽¹⁾
($)       Registrant
Contributions
in Last FY⁽¹⁾⁽²⁾
($)       Aggregate
Earnings
in Last FY
($)       Aggregate
Withdrawals/
Distributions⁽³⁾
($)       Aggregate
Balance at
FYE⁽⁴⁾
($)
Dion J. Weisler 10,800 10,800 3,854 — 79,705
Steven J. Fieler — — 1,829 — 18,672
Enrique J. Lores 595,866 11,000 186,131 — 2,189,074
Kim M. Rivera — — 2,810 — 28,313
Alex Cho 10,320 4,920 2,698 — 35,985

~~(1)~~


Name	Executive Contributions in Last FY(1) ($)	Registrant Contributions in Last FY(1)(2) ($)	Aggregate Earnings in Last FY ($)	Aggregate Withdrawals/ Distributions(3) ($)	Aggregate Balance at FYE(4) ($)
Enrique J. Lores	1,128,000	11,600	(966,389)	50,739	4,989,820
Marie Myers	22,000	11,600	(44,343)	—	341,935
Julie Jacobs	—	—	—	—	—
Alex Cho	12,500	11,600	(15,886)	—	94,462
Tuan Tran	1,564,573	10,925	(804,071)	—	3,182,626
Christoph Schell	4,525	11,400	(19,302)	—	98,913

(1)The amounts reported here as “Executive Contributions” and “Registrant Contributions” are reported as compensation to such NEO in the “Salary” and “Non-Equity Incentive Plan Compensation” columns in the “Summary Compensation Table” above.

(2)The contributions reported here as “Registrant Contributions” were made in fiscal 2022 with respect to calendar year 2021 participant base pay deferrals. During fiscal 2022, the NEOs were eligible to receive a 4% matching contribution on base pay deferrals that exceeded the IRS limit that applies to the qualified HP 401(k) Plan up to a maximum of two times that limit.

(3)The distributions reported here were made pursuant to participant elections made prior to the time that the amounts were deferred in accordance with plan rules.

(4)Of these balances, the following amount was reported as compensation to such NEO in the Summary Compensation Table in prior proxy statements: Mr. Lores $3,050,660, Ms. Myers $289,401, Ms. Jacobs $0, Mr. Cho $61,140, Mr. Tran $918,402, and Mr. Schell $45,368. The information reported in this footnote is provided to clarify the extent to which amounts payable as deferred compensation represent compensation reported in our prior proxy statements, rather than additional earned compensation. Mr. Schell’s balance was paid to him in January 2023, in accordance with plan guidelines and his prior elections.


~~(2)~~70			The contributions reported here as “Registrant Contributions” were made in fiscal 2019 with respect to calendar year 2018 participant base pay deferrals. During fiscal 2019, the NEOs were eligible to receive a 4% matching contribution on base pay deferrals that exceeded the IRS limit that applies to the qualified HP 401(k) Plan up to a maximum of two times that limit.


~~(3)~~			~~The distributions reported here were made pursuant to participant elections made prior to the time that the amounts were deferred in accordance with plan rules.~~Executive Compensation
~~(4)~~			Of these balances, the following amount was reported as compensation to such NEO in the Summary Compensation Table in prior proxy statements: Mr. Weisler $52,258, Mr. Lores $644,811, Ms. Rivera $8,840, Mr. Fieler $9,932, and Mr. Cho $0. The information reported in this footnote is provided to clarify the extent to which amounts payable as deferred compensation represent compensation reported in our prior proxy statements, rather than additional earned compensation.

~~www.hpannualmeeting.com~~

~~Table of Contents~~

~~Executive Compensation~~

Narrative to the Fiscal ~~2019 Non-qualified~~2022 Non-Qualified Deferred Compensation Table

HP sponsors the EDCP, a non-qualified deferred compensation plan that permits eligible U.S. employees to defer base pay in excess of the amount taken into account under the qualified HP 401(k) Plan and bonus amounts of up to 95% of the annual ~~PfR~~ incentive bonus payable under the annual ~~PfR~~ incentive plan. In addition, a matching contribution is available under the plan to eligible employees. The matching contribution applies to base pay deferrals on compensation above the IRS limit that applies to the qualified HP 401(k) Plan, up to a maximum of two times that compensation limit (matching contributions made in fiscal ~~year 2019~~2022 pertained to base pay from ~~$275,000~~$290,000 to ~~$550,000~~$580,000 during calendar year ~~2018)~~2021). During fiscal ~~2019,~~2022, the NEOs were eligible for a matching contribution of up to 4% on base pay contributions in excess of the IRS limit, up to a maximum of two times that limit.

Upon becoming eligible for participation or during the annual enrollment period, employees must specify the amount of base pay and/or the percentage of bonus to be deferred, as well as the time and form of payment. If termination of employment occurs before retirement (defined as at least age 55 with 15 years of continuous service), distribution is made in the form of a lump sum in January of the year following the year of termination, subject to any delay required under Section 409A of the Code. At retirement (or earlier, if properly elected), benefits are paid according to the distribution election made by the participant at the time of the deferral election, subject to any delay required under Section 409A of the Code. As of the end of fiscal 2022, Mr. Lores and Mr. Tran were the only NEOs who were retirement eligible. In the event of death, the remaining vested EDCP account balance will be paid to the designated beneficiary, or otherwise in accordance with the EDCP provisions, in a single lump-sum payment in the month following the month of death.

Amounts deferred or credited under the EDCP are credited with hypothetical investment earnings based on participant investment elections made from among the investment options available under the HP 401(k) Plan. Accounts maintained for participants under the EDCP are not held in trust, and all such accounts are subject to the claims of general creditors of HP. No amounts are credited with above-market earnings.

~~Proxy Statement~~		67
2023 PROXY STATEMENT			71

~~Table of Contents~~

~~Executive Compensation~~


Executive Compensation

Potential Payments Upon Termination or Change in Control

The amounts in the following table estimate potential payments due if a NEO had terminated employment with HP effective October 31, ~~2019~~2022 under each of the circumstances specified below. These amounts are in addition to benefits generally available to U.S. employees upon termination of employment, such as distributions from the retirement plans and the HP 401(k) Plan and payment of accrued vacation where required.

Long Term Incentive Programs⁽³⁾
Name Termination Scenario Total⁽¹⁾ Severance⁽²⁾ Stock
Options Restricted
Stock PARSU
Dion J. Weisler Voluntary/For Cause $ 0 $ 0 $ 0 $ 0 $ 0
Disability $ 20,173,559 $ 0 $ 0 $ 9,555,432 $ 10,618,127
Retirement $ 0 $ 0 $ 0 $ 0 $ 0
Death $ 20,173,559 $ 0 $ 0 $ 9,555,432 $ 10,618,127
Not for Cause $ 20,357,645 $ 10,743,471 $ 0 $ 4,565,618 $ 5,048,556
Change in Control $ 30,917,030 $ 10,743,471 $ 0 $ 9,555,432 $ 10,618,127
Steven J. Fieler Voluntary/For Cause $ 0 $ 0 $ 0 $ 0 $ 0
Disability $ 7,872,629 $ 0 $ 0 $ 5,557,079 $ 2,315,550
Retirement $ 0 $ 0 $ 0 $ 0 $ 0
Death $ 7,872,629 $ 0 $ 0 $ 5,557,079 $ 2,315,550
Not for Cause $ 6,944,192 $ 2,375,340 $ 0 $ 3,542,785 $ 1,026,067
Change in Control $ 10,247,969 $ 2,375,340 $ 0 $ 5,557,079 $ 2,315,550
Enrique J. Lores Voluntary/For Cause $ 0 $ 0 $ 0 $ 0 $ 0
Disability $ 7,575,972 $ 0 $ 0 $ 3,518,240 $ 4,057,732
Retirement $ 0 $ 0 $ 0 $ 0 $ 0
Death $ 7,575,972 $ 0 $ 0 $ 3,518,240 $ 4,057,732
Not for Cause $ 6,522,615 $ 2,984,787 $ 0 $ 1,618,241 $ 1,919,587
Change in Control $ 10,560,759 $ 2,984,787 $ 0 $ 3,518,240 $ 4,057,732
Kim M. Rivera Voluntary/For Cause $ 0 $ 0 $ 0 $ 0 $ 0
Disability $ 6,009,261 $ 0 $ 0 $ 2,762,376 $ 3,246,885
Retirement $ 0 $ 0 $ 0 $ 0 $ 0
Death $ 6,009,261 $ 0 $ 0 $ 2,762,376 $ 3,246,885
Not for Cause $ 5,620,679 $ 2,898,601 $ 0 $ 1,228,911 $ 1,493,167
Change in Control $ 8,907,862 $ 2,898,601 $ 0 $ 2,762,376 $ 3,246,885
Alex Cho Voluntary/For Cause $ 0 $ 0 $ 0 $ 0 $ 0
Disability $ 4,914,434 $ 0 $ 0 $ 2,598,884 $ 2,315,550
Retirement $ 0 $ 0 $ 0 $ 0 $ 0
Death $ 4,914,434 $ 0 $ 0 $ 2,598,884 $ 2,315,550
Not for Cause $ 4,413,889 $ 2,335,895 $ 0 $ 1,051,927 $ 1,026,067
Change in Control $ 7,250,329 $ 2,335,895 $ 0 $ 2,598,884 $ 2,315,550


							Long Term Incentive Programs(4)
Name(1)	Termination Scenario	Total(2)		Severance(3)			Stock Options			Restricted Stock			PARSU
Enrique J. Lores	Voluntary	$	17,132,817		$	—		$	1,674,398		$	10,048,849		$	5,409,570
	Disability	$	21,335,145		$	—		$	1,674,398		$	10,048,849		$	9,611,898
	Retirement	$	17,132,817		$	—		$	1,674,398		$	10,048,849		$	5,409,570
	Death	$	21,335,145		$	—		$	1,674,398		$	10,048,849		$	9,611,898
	Not for Cause	$	25,761,992		$	8,629,175		$	1,674,398		$	10,048,849		$	5,409,570
	Change in Control	$	29,964,320		$	8,629,175		$	1,674,398		$	10,048,849		$	9,611,898
Marie Myers	Voluntary/For Cause	$	—		$	—		$	—		$	—		$	—
	Disability	$	8,198,756		$	—		$	496,117		$	4,766,550		$	2,936,089
	Retirement	$	—		$	—		$	—		$	—		$	—
	Death	$	8,198,756		$	—		$	496,117		$	4,766,550		$	2,936,089
	Not for Cause	$	6,717,123		$	2,779,259		$	227,389		$	2,078,243		$	1,632,232
	Change in Control	$	10,978,015		$	2,779,259		$	496,117		$	4,766,550		$	2,936,089
Julie Jacobs	Voluntary/For Cause	$	—		$	—		$	—		$	—		$	—
	Disability	$	9,601,403		$	—		$	—		$	9,601,403		$	—
	Retirement	$	—		$	—		$	—		$	—		$	—
	Death	$	9,601,403		$	—		$	—		$	9,601,403		$	—
	Not for Cause	$	2,398,135		$	2,131,409		$	—		$	266,726		$	—
	Change in Control	$	11,732,812		$	2,131,409		$	—		$	9,601,403		$	—
Alex Cho	Voluntary/For Cause	$	—		$	—		$	—		$	—		$	—
	Disability	$	8,875,139		$	—		$	682,164		$	4,513,135		$	3,679,840
	Retirement	$	—		$	—		$	—		$	—		$	—
	Death	$	8,875,139		$	—		$	682,164		$	4,513,135		$	3,679,840
	Not for Cause	$	7,840,063		$	3,156,283		$	312,663		$	2,245,896		$	2,125,221
	Change in Control	$	12,031,422		$	3,156,283		$	682,164		$	4,513,135		$	3,679,840
Tuan Tran	Voluntary	$	7,261,348		$	—		$	682,164		$	4,453,963		$	2,125,221
	Disability	$	8,815,967		$	—		$	682,164		$	4,453,963		$	3,679,840
	Retirement	$	7,261,348		$	—		$	682,164		$	4,453,963		$	2,125,221
	Death	$	8,815,967		$	—		$	682,164		$	4,453,963		$	3,679,840
	Not for Cause	$	10,158,018		$	2,896,670		$	682,164		$	4,453,963		$	2,125,221
	Change in Control	$	11,712,637		$	2,896,670		$	682,164		$	4,453,963		$	3,679,840

(1)Mr. Schell resigned from the company on March 11, 2022 and did not receive any payments or benefits in connection therewith. Accordingly, pursuant to Instruction 4 of Item 402(j), Mr. Schell is not included in this table.

(2)Total does not include amounts earned or benefits accumulated due to continued service by the NEO through October 31, 2022, including vested stock options, PCSOs, RSUs, PARSUs, accrued retirement benefits, and vested balances in the EDCP, as those amounts are detailed in the preceding tables.

(3)The amounts reported are the cash benefits payable in the event of a qualifying termination under the SPEO: for CEO, 2x multiple of base pay plus either the average of the actual annual incentives paid for the preceding three years, or target bonus if less than three full years at the level by the end of the fiscal year; for other NEOs, 1.5x multiple of base pay plus either the average of the actual annual incentives paid for the preceding three years, or target bonus if less than three full years at the level by the end of the fiscal year; and includes 18 months’ COBRA premiums for continued group medical coverage for the NEOs and their eligible dependents. In addition, each NEO would be eligible to receive a pro-rata cash bonus based on actual performance (in the event of a qualifying termination outside of the context of a change in control) or based on target performance (in the event of a qualifying termination within 24 months of a change in control); such amounts have not been included in this column.

(4)Upon an involuntary termination not for cause, covered executives receive pro-rata vesting on unvested equity awards as discussed under the heading “Executive Compensation—Compensation Discussion and Analysis—Termination and Change in Control Protections—Severance and Long-term Incentive Change in Control Plan for Executive Officers.” Full vesting of PARSUs based on performance at target levels (to the extent that the actual performance period has not been completed) applies in the event of a termination due to death or disability for all grant recipients. Pro-rata vesting of PARSUs based on actual performance applies in the event of a termination due to retirement for all grant recipients. To calculate the value of unvested PARSUs for purposes of this table, target performance is used unless the performance period has been completed and the results have been recorded as of October 31, 2022. No TSR modifier was applied to such values. Full vesting of unvested PCSOs applies in the event of a termination due to death or disability for all grant recipients. With respect to the treatment of equity in the event of a change in control of HP, the information reported reflects the SPEO-approved change in control terms. As of the end of the fiscal 2022, only Mr. Lores and Mr. Tran are retirement eligible.

~~(1)~~	Total does not include amounts earned or benefits accumulated due to continued service by the NEO through October 31, 2019, including vested stock options, PCSOs, RSUs, PARSUs, accrued retirement benefits, and vested balances in the EDCP, as those amounts are detailed in the preceding tables. Total also does not include amounts the NEO was eligible to receive under the annual PfR incentive with respect to fiscal 2019 performance.
~~(2)~~72			The amounts reported are the cash benefits payable in the event of a qualifying termination under the SPEO: for CEO, 2x multiple of base pay plus the average of the actual annual incentives paid for the preceding three years; for other NEOs, 1.5x multiple of base pay plus the average of the actual annual incentives paid for the preceding three years, and includes 18 months’ COBRA premiums for continued group medical coverage for the NEOs and their eligible dependents.


~~(3)~~			Upon an involuntary termination not for cause, covered executives receive pro-rata vesting on unvested equity awards as discussed under the heading “Executive Compensation—Compensation Discussion and Analysis—Severance and Long-term Incentive Change in Control Plan for Executive Officers.” Full vesting of PARSUs based on performance at target levels (to the extent that the actual performance period has not been completed) applies in the event of a termination due to death or disability for all grant recipients. Pro-rata vesting of PARSUs based on actual performance applies in the event of a termination due to retirement for all grant recipients. To calculate the value of unvested PARSUs for purposes of this table, target performance is used unless the performance period has been completed and the results have been certified. Full vesting of unvested PCSOs applies in the event of a termination due to death or disability for all grant recipients. PCSOs vest pro-rata in the event of a termination due to retirement. With respect to the treatment of equity in the event of a change in control of HP, the information reported reflects the SPEO approved change in control terms.Compensation

~~www.hpannualmeeting.com~~

~~Table of Contents~~

~~Executive Compensation~~

Narrative to the Potential Payments Upon Termination or Change in Control Table

HP Severance Plan for Executive Officers

An executive will be deemed to have incurred a qualifying termination for purposes of the SPEO if he or she is involuntarily terminated without cause and executes a full release of claims in a form satisfactory to HP promptly following termination. For purposes of the SPEO, “cause” means an executive’s ~~material neglect (other than as~~conviction of, or plea of guilty or nolo contendere to, a ~~result~~felony under federal law or the law of ~~illness or disability) of his or her duties or responsibilities to HP or conduct (including~~the state in which such action oroccurred; executive’s willful and deliberate failure ~~to act) that is not~~ in the ~~best interest~~performance of the executive’s duties in any material respect; executive’s willful misconduct that results in material harm to HP; or ~~is injurious to,~~a material violation of HP’s ethics and compliance program, code of conduct or other material policy of HP. The material terms of the SPEO are described under the heading “Executive Compensation—Compensation Discussion and Analysis—Termination and Change in Control Protections—Severance and Long-term Incentive Change in Control Plan for Executive Officers.”

We have not entered into individual fixed-term employment agreements or any severance or change in control agreements with our current NEOs.

Voluntary or “For Cause” Termination

In general, an NEO who remained employed through October 31, ~~2019~~2022 (the last day of the fiscal year) but voluntarily terminated employment immediately thereafter, or was terminated immediately thereafter in a “for cause” termination, would be eligible (1) to receive his or her annual incentive amount earned for fiscal ~~2019~~2022 under the annual ~~PfR~~ incentive (subject to any discretionary downward adjustment or elimination by the HRC Committee prior to actual payment, and to any applicable clawback policy), (2) to exercise his or her vested stock options up to three months following a voluntary termination, and up to the date of termination in the case of termination “for cause,” (3) to receive a distribution of vested amounts deferred or credited under the EDCP, and (4) to receive a distribution of his or her vested benefits, if any, under the HP 401(k) and pension plans. An NEO who terminated employment before October 31, ~~2019,~~2022, either voluntarily or in a “for cause” termination, would generally not have been eligible to receive any amount under the annual ~~PfR~~ incentive with respect to the fiscal year in which the termination occurred, except that the HRC Committee has the discretion to make payment of prorated bonus amounts to individuals on leave of absence or in non-pay status, as well as in connection with certain voluntary severance incentives, workforce reductions, and similar programs.

“Not for Cause” Termination

A “not for cause” termination of an NEO who remained employed through October 31, ~~2019~~2022 and was terminated immediately thereafter would qualify the NEO for the amounts described above under a “voluntary” termination in addition to benefits under the SPEO if the NEO signs the required release of claims in favor of HP.

In addition to the cash severance benefits and pro-rata equity awards ~~payable~~vesting under the SPEO, the NEO would be eligible to exercise vested stock options up to one year after termination and receive distributions of vested, accrued benefits from HP deferred compensation and pension plans.

Termination Following a Change in Control

In the event of a change in control of HP, RSUs, stock options, and PCSOs will vest in full if the successor does not assume such awards or if an individual is terminated without Cause or terminates with Good Reason within 24 months of a change in control. ~~Outstanding~~Under each scenario, outstanding PARSUs and PCSOs will vest in full ~~upon a termination in connection~~ with or following a change in control, assuming target performance level. Upon failure of the successor to assume outstanding PARSUs in connection with a change in control, the PARSUs will vest in full based on the better of (i) pro-rata vesting at target, and (ii) 100% of units vesting based on actual performance with respect to awards for which the performance period has ended and target performance level with respect to awards for which the performance period has not ended (with vested PCSOs remaining exercisable for one year from the termination date), as determined by the HRC Committee within 30 days of change in control.

Death or Disability Terminations

An NEO who continued in employment through October 31, ~~2019~~2022 whose employment is terminated immediately thereafter due to death or disability would be eligible (1) to receive his or her full annual incentive amount earned for fiscal ~~2019~~2022 under the annual ~~PfR~~ incentive determined by HP in its sole discretion, (2) to receive a distribution of vested amounts deferred or credited under the EDCP, and (3) to receive a distribution of his or her vested benefits under the HP 401(k) and pension plans.

Upon termination due to death or disability, equity awards held by the NEO may vest in full. If termination is due to disability, RSUs, stock options, and PCSOs will vest in full, subject to satisfaction of applicable performance conditions, and, in the case of stock options and PCSOs, must be exercised within three years of termination or by the original expiration date, if earlier; all unvested portions of the PARSUs, including any amounts for dividend equivalent payments, shall vest based on performance at target levels. If termination is due to the NEO’s death, RSUs, stock options, and PCSOs will vest in full and, in the case of stock options and PCSOs, must be exercised within one year of termination or by the original expiration date, if earlier; all unvested portions of the PARSUs, including any amounts for dividend equivalent payments, shall vest based on performance at target levels.

~~Proxy Statement~~

~~Table of Contents~~

~~Executive Compensation~~

HP Severance Policy for Senior Executives

Under the HP Severance Policy for Senior Executives adopted by the Board in July 2003 (the “HP Severance Policy”), HP will seek stockholder approval for future severance agreements, if any, with certain senior executives that provide specified benefits in an amount exceeding 2.99 times the sum of the executive’s current annual base salary plus annual target cash bonus, in each case as in effect immediately prior to the time of such executive’s termination. Individuals subject to this policy consist of the Section 16 officers designated by the Board. In implementing this policy, the Board may elect to seek stockholder approval after the material terms of the relevant severance agreement are agreed upon.


2023 PROXY STATEMENT			73


Executive Compensation

For purposes of determining the amounts subject to the HP Severance Policy, benefits subject to the limit generally include cash separation payments that directly relate to extraordinary benefits that are not available to groups of employees other than the Section 16 officers upon termination of employment. Benefits that have been earned or accrued, as well as prorated bonuses, accelerated stock or option vesting, and other benefits that are consistent with our practices applicable to employees other than the Section 16 officers, are not counted against the limit. Specifically, benefits subject to the HP Severance Policy include: (a) separation payments based on a multiplier of salary plus target bonus, or cash amounts payable for the uncompleted portion of employment agreements; (b) the value of any service period credited to a Section 16 officer in excess of the period of service actually provided by such Section 16 officer for purposes of any employee benefit plan; (c) the value of benefits and perquisites that are inconsistent with our practices applicable to one or more groups of employees in addition to, or other than, the Section 16 officers (“Company Practices”); and (d) the value of any accelerated vesting of any stock options, stock appreciation rights, restricted stock, RSUs, or long-term cash incentives that is inconsistent with Company Practices. The following benefits are not subject to the HP Severance Policy, either because they have been previously earned or accrued by the employee or because they are consistent with Company Practices: (i) compensation and benefits earned, accrued, deferred or otherwise provided for employment services rendered on or prior to the date of termination of employment pursuant to bonus, retirement, deferred compensation, or other benefit plans (e.g., 401(k) Plan distributions, payments pursuant to retirement plans, distributions under deferred compensation plans or payments for accrued benefits such as unused vacation days), and any amounts earned with respect to such compensation and benefits in accordance with the terms of the applicable plan; (ii) payments of prorated portions of bonuses or prorated long-term incentive payments that are consistent with Company Practices; (iii) acceleration of the vesting of stock options, stock appreciation rights, restricted stock, RSUs or long-term cash incentives that is consistent with Company Practices; (iv) payments or benefits required to be provided by law; and (v) benefits and perquisites provided in accordance with the terms of any benefit plan, program, or arrangement sponsored by HP or its affiliates that are consistent with Company Practices.

For purposes of the HP Severance Policy, future severance agreements include any severance agreements or employment agreements containing severance provisions that we may enter into after the adoption of the HP Severance Policy by the Board, as well as agreements renewing, modifying, or extending such agreements. Future severance agreements do not include retirement plans, deferred compensation plans, early retirement plans, workforce restructuring plans, retention plans in connection with extraordinary transactions, or similar plans or agreements entered into in connection with any of the foregoing, provided that such plans or agreements are applicable to one or more groups of employees in addition to the Section 16 officers.

HP Retirement Arrangements

Upon retirement immediately after October 31, ~~2019~~2022 with a minimum age of 55 and years of combined age and service equal to or greater than 70, HP employees in the United States receive full vesting of time-based options (other than options granted under a retention agreement on or after June 25, 2019) granted under our stock plans with a post-termination exercise period of up to three years or the original expiration date, whichever comes first, as well as full vesting of RSUs (other than RSUs granted under a retention agreement on or after June 25, 2019). ~~PCSOs~~Awards under the PCSO program, if any, will ~~receive prorated vesting if~~continue to vest and become exercisable once the ~~stock~~share price ~~appreciation conditions are met~~ and ~~may~~time component have been satisfied.

Such an individual will vest onat the same time as other participants with a ~~prorated basis~~ post-termination exercise period of up to five years or the ~~end of the performance period, subject to stock price appreciation conditions and certain post-employment restrictions.~~original expiration date, whichever comes first. Awards under the PARSU program, if any, are paid on a prorated basis to participants at the end of the performance period based on actual results, and bonuses, if any, under the annual ~~PfR~~ incentive plan may be paid in prorated amounts at the discretion of management based on actual results. In accordance with Section 409A of the Code, certain amounts payable upon retirement (or other termination) of the NEOs and other key employees will not be paid out for at least six months following termination of employment.

As of the end of fiscal 2022, Mr. Lores and Mr. Tran were the only NEOs who were retirement eligible.

We sponsor two retiree medical programs in the United States, one of which provides subsidized coverage for eligible participants based on years of service. Eligibility for this program requires that participants have been continuously employed by HP since January 1, 2003 and have met other age and service requirements. None of the NEOs are eligible for this program.

~~www.hpannualmeeting.com~~

~~Table of Contents~~

~~Executive Compensation~~

The other U.S. retiree medical program we sponsor provides eligible retirees with access to coverage at group rates only, with no direct subsidy provided by HP. All the NEOs could be eligible for this program if they retire from HP on or after age 55 with at least ten years of qualifying service or if they retire at any age with combined age plus service equal to 80 or more years. In addition, beginning at age 45, eligible U.S. employees may participate in the HP Retirement Medical Savings Account Plan (the “RMSA”), under which certain participants are eligible to receive HP matching credits of up to $1,200 per year, up to a lifetime maximum of $12,000, which can be used to cover the cost of such retiree medical coverage (or other qualifying medical expenses) if the employee meets the eligibility requirements for HP retiree medical benefits. None of the NEOs are ~~eligible for~~currently receiving the HP matching credits under the RMSA.


74


			Executive Compensation

Equity Compensation Plan Information

The following table summarizes our equity compensation plan information as of October 31, ~~2019.~~

Plan Category Common shares
to be issued
upon exercise
of outstanding
options, warrants
and rights⁽¹⁾
(a) Weighted-
average
exercise price
of outstanding
options, warrants
and rights⁽²⁾
(b) Common shares
available for future
issuance under equity
compensation plans
(excluding securities
reflected in column (a))
(c)
Equity compensation plans approved by HP stockholders 36,472,053 ⁽³⁾ $15.4187 265,135,483 ⁽⁴⁾
Equity compensation plans not approved by HP stockholders — — —
Total 36,472,053 $15.4187 265,135,483

~~(1)~~	This column does not reflect awards of options and RSUs assumed in acquisitions where the plans governing the awards were not available for future awards as of October 31, 2019. As of October 31, 2019, there were no individual awards of options or RSUs outstanding pursuant to awards assumed in connection with acquisitions and granted under such plans.
~~(2)~~	This column does not reflect the exercise price of shares underlying the assumed options referred to in footnote (1) to this table or the purchase price of shares to be purchased pursuant to the HP Inc. 2011 Employee Stock Purchase Plan (the “2011 ESPP”) or the legacy HP Employee Stock Purchase Plan (the “Legacy ESPP”). In addition, the weighted-average exercise price does not take into account the shares issuable upon vesting of outstanding awards of RSUs and PARSUs, which have no exercise price.
~~(3)~~	Includes awards of options and RSUs outstanding under the 2004 Plan and 2011 ESPP. Also includes awards of PARSUs representing 4,465,608 shares that may be issued under the 2004 Plan. Each PARSU award reflects a target number of shares that may be issued to the award recipient. HP determines the actual number of shares the recipient receives at the end of a three-year performance period based on results achieved compared with Company performance goals and stockholder return relative to the market. The actual number of shares that a grant recipient receives at the end of the period may range from 0% to 200% of the target number of shares.
~~(4)~~	Includes (i) 184,508,645 shares available for future issuance under the 2004 Plan; (ii) 76,534,847 shares available for future issuance under the 2011 ESPP; (iii) 2,725,611 shares available for future issuances under the Legacy ESPP, a plan under which employee stock purchases are no longer made; and (iv) 1,366,380 shares are reserved for issuance under our Service Anniversary Stock Plan, a plan under which awards are no longer granted. Taking into account the enumerated unavailable shares from the Legacy ESPP and the Service Anniversary Stock Plan, a total of 265,135,483 shares were available for future grants as of October 31, 2019.

2022.


Plan Category	Common shares to be issued upon exercise of outstanding options, warrants and rights(1) (a)		Weighted-average exercise price of outstanding options, warrants and rights(2) (b)			Common shares available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by HP stockholders	34,469,722	(3)		$	24.6610	172,921,923	(4)
Equity compensation plans not approved by HP stockholders	1,616,896			—		1,342,234
Total	34,086,618			$	24.6610	74,264,157

(1)This column does not reflect awards of options and RSUs assumed in acquisitions where the plans governing the awards were not available for future awards as of October 31, 2022. As of October 31, 2022, there were no individual awards of options or RSUs outstanding pursuant to awards assumed in connection with acquisitions and granted under such plans.

(2)This column does not reflect the exercise price of shares underlying the assumed options referred to in footnote (1) to this table or the purchase price of shares to be purchased pursuant to the HP Inc. 2021 Employee Stock Purchase Plan (the “2021 ESPP”) or the legacy HP Employee Stock Purchase Plan (the “Legacy ESPP”). In addition, the weighted-average exercise price does not take into account the shares issuable upon vesting of outstanding awards of RSUs and PARSUs, which have no exercise price.

(3)Includes awards of options and RSUs outstanding under the 2004 Plan and the 2021 ESPP. Also includes awards of PARSUs representing 1,698,492 shares that may be issued under the 2004 Plan. Each PARSU award reflects a target number of shares that may be issued to the award recipient. HP determines the actual number of shares the recipient receives at the end of a three-year performance period based on results achieved compared with Company performance goals and stockholder return relative to the market. The actual number of shares that a grant recipient receives at the end of the period may range from 0% to 300% of the target number of shares.

(4)Includes (i) 120,417,249 shares available for future issuance under the 2004 Plan; (ii) 48,412,683 shares available for future issuance under the 2021 ESPP; (iii) 2,725,611 shares available for future issuances under the Legacy ESPP, a plan under which employee stock purchases are no longer made; (iv) 1,366,380 shares reserved for issuance under our Service Anniversary Stock Plan, a plan under which awards are no longer granted; and (v) 1,342,234 shares reserved for issuance under the Plantronics Inc. 2003 Stock Plan. Taking into account the enumerated unavailable shares from the Legacy ESPP and the Service Anniversary Stock Plan, a total of 174,264,157 shares were available for future grants as of October 31, 2022.

CEO Pay Ratio Disclosure

~~In accordance with SEC rules we are reporting our CEO pay ratio.~~

As set forth in the Summary Compensation Table, our CEO’s annual total compensation for fiscal ~~2019~~2022 was ~~$19,317,972.~~$21,079,926. Our median employee’s annual total compensation was ~~$75,013,~~$69,911, resulting in a CEO pay ratio of ~~258:~~302:1.

In calculating the CEO pay ratio, ~~the~~ SEC rules allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions reflecting their unique employee populations. Therefore, our reported CEO pay ratio may not be comparable to CEO pay ratios reported by other companies due to differences in industries and geographical dispersion, as well as the different estimates, assumptions, and methodologies applied by other companies in calculating their CEO pay ratios.

Our CEO pay ratio is based on the following methodology:

—

~~We are using the same median employee for our fiscal 2019 pay ratio calculation as we used in fiscal 2018,~~

•We are using the same median employee for our fiscal 2022 pay ratio calculation as we used in fiscal 2021, as there have been no changes in employee population or compensation arrangements, such as any mergers, spinoffs, or mass layoffs, that we reasonably believe would result in a significant change to our pay ratio disclosure. In accordance with SEC rules, in assessing changes in our employee population over the course of fiscal 2022, we excluded the approximately 7,000 employees that joined HP as a result of the recent Poly acquisition, which was completed during the fourth quarter of fiscal 2022.

•We calculated the median employee’s actual annual total compensation for fiscal 2022 using the same methodology that was used for our named executive officers, as set forth in the Summary Compensation Table.


—2023 PROXY STATEMENT			We calculated the median employee’s annual total compensation for fiscal 2019 using the same methodology that was used for our named executive officers, as set forth in the Summary Compensation Table.75

~~Proxy Statement~~

~~Table of Contents~~

~~Executive Compensation~~

~~MANAGEMENT PROPOSAL NO. 4~~ ~~Vote to Approve the Company’s 2021 Employee Stock Purchase Plan~~
	Executive Compensation

~~Our Board RecommendsFORthe approval of the Company’s 2021 Stock Purchase Plan~~

	Board proposal no. 4


	Advisory vote on the frequency of future “say on pay” votes

		The Board recommends a vote of “One Year” as the preferred frequency for future advisory votes to approve named executive officer compensation.

~~On January 15, 2020,~~

Your Board is asking stockholders to vote, on a non-binding advisory basis, on how frequently stockholders would like to cast an advisory vote to approve named executive officer compensation. By voting on this proposal, you may indicate whether you would prefer an advisory vote on executive compensation once every one, two, or three years. Our prior say-on-frequency vote occurred in 2017. At that year’s meeting, stockholders agreed with the HRBoard’s recommendation that advisory votes on executive compensation should occur every year. Although this vote is non-binding, the Board and ~~Compensation~~the HRC Committee value the views of our stockholders and will review the voting results. However, the Board may decide that it is in the best interests of HP and its stockholders to hold an advisory vote more or less frequently than the alternative that has been selected by stockholders.

After careful consideration of the frequency alternatives, and given the ongoing cadence of dialogue between HP and its stockholders on executive compensation matters, the Board ~~adopted the~~believes that conducting an advisory vote on named executive officer compensation on an annual basis is currently appropriate for HP ~~Inc. Company 2021 Employee Stock Purchase Plan (the “2021 ESPP”)~~ and reserved 50,000,000 shares of HP common stock for issuance thereunder (subject to adjustments permitted under the 2021 ESPP). The 2021 ESPP will be effective May 1, 2021, subject to HP stockholder approval within 12 months of Board approval.

HP stockholders are being asked to approve the 2021 ESPP and the Board’s reservation of shares under the 2021 ESPP for the purpose of qualifying such shares for special tax treatment under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”). The 2021 ESPP is intended to replace HP’s 2011 Employee Stock Purchase Plan (the “2011 ESPP”), which will terminate on May 1, 2021, upon the effectiveness of the 2021 ESPP.

its stockholders.

Vote Required

~~Summary of the 2021 ESPP~~

~~The principal features of the 2021 ESPP are summarized below. The following summary of the 2021 ESPP does not purport to be a complete description of all of the provisions of the 2021 ESPP. It~~ However, because this proposal has four choices, it is qualified in its entirety by reference to the complete text of the 2021 ESPP, which has been filed with the SEC as Annex A to this proxy statement. Any HP stockholder who wishes to obtain a copy of the 2021 ESPP may do so upon written request to the Secretary at HP’s principal executive offices.

~~General~~~~. The purpose of the 2021 ESPP is to provide employees of HP and its designated subsidiaries and affiliates with~~possible that no choice will receive an ~~opportunity to purchase HP common stock and, therefore, to have an additional incentive to contribute to the prosperity of HP.~~

~~Administration~~. The 2021 ESPP is administered by a committee (the “Administrative Committee”) appointed by the Board. The Administrative Committee has full power and authority to promulgate any rules and regulations which it deems necessary for the proper administration of the 2021 ESPP, to interpret the provisions and supervise the administration of the 2021 ESPP, to make factual determinations relevant to 2021 ESPP entitlements and to take all action in connection with administration of the 2021 ESPP as it deems necessary or advisable, consistent with the delegation from the Board. The decisions of the Board and the Administrative Committee are final and binding upon all participants.

~~Eligibility~~. Any employee of HP or any HP subsidiary or affiliate designated by the Administrative Committee who is regularly employed for at least 20 hours per week and more than five months in a calendar year on an Entry Date (as defined below) is eligible to participate in the 2021 ESPP during the Offering Period (as defined below) beginning on that Entry Date, subject to administrative rules established by the Administrative Committee. However, no employee is eligible to participate in the 2021 ESPP to the extent that, immediately after the grant, that employee would have owned 5% of either the voting power or the value of HP’s common stock. No employee may be granted an option to purchase HP’s common stock pursuant to the 2021 ESPP at a rate that exceeds $25,000 of the fair market value of such common stock per calendar year. Eligible employees become participants in the 2021 ESPP by filing with HP an enrollment agreement authorizing payroll deductions on a date set by the Administrative Committee prior to the applicable Entry Date. As of October 31, 2019, approximately 51,445 HP employees, including certain executive officers, were eligible to participate in the 2011 ESPP and such individuals are expected to be eligible to participate in the 2021 ESPP.

~~www.hpannualmeeting.com~~

~~Table of Contents~~

~~Executive Compensation~~

~~Participation in an Offering~~. The 2021 ESPP is implemented by offering periods lasting for six months (an “Offering Period”). If stockholders approve the 2021 ESPP, the first six-month Offering Period will begin on May 1, 2021. Common stock is purchased under the 2021 ESPP every six months on the last trading day of each Offering Period (a “Purchase Date”), unless the participant becomes ineligible, withdraws or terminates employment earlier. The Entry Date is the first trading day of the Offering Period. To participate in the 2021 ESPP, each eligible employee must authorize contributions pursuant to the 2021 ESPP, which will generally be collected through payroll deductions. Such payroll deductions may not exceed 10%affirmative vote of a participant’s eligible compensation and are also subject to the limitations discussed above. A participant may increase or decrease his or her rate of contribution through payroll deductions at any time, but at no time may such rate of contribution exceed 10%. Each participant who has elected to participate is automatically granted an option on his or her Entry Date to purchase shares of common stock. The option is automatically exercised at the end of each Offering Period with the contributions accumulated during such Offering Period. The option expires upon the earlier to occurmajority of the Offering Period, the employee’s termination of employment, or upon the employee becoming ineligible. The number of shares that may be purchased by an employee in any Offering Period, subject to the limitations discussed above, may not exceed 5,000 shares of common stock.

~~Purchase Price; Shares Purchased~~. Shares of common stock may be purchased under the 2021 ESPP at a price not less than 95% of the fair market value of the common stock on the last trading day of the Offering Period; however, the Administrative Committee has the discretion to adjust the purchase price in the future so long as it is not less than 85% of the fair market value of the common stock on the last trading day of the Offering Period. The number of whole shares of HP common stock ~~a participant purchases~~present in ~~each Offering Period is determined by dividing the total amount of the participant’s contributions during that Offering Period by the purchase price, subject to the 5,000 share limit.~~

~~Termination of Employment~~. Termination of a participant’s employment for any reason, including death, immediately cancels his or her option and participation in the 2021 ESPP. In such event, the contributions credited to the participant’s account will be returned without interest to him or her or, in the case of death, to the person or ~~persons~~represented by proxy and entitled to ~~those contributions.~~

~~Adjustments upon Changes in Capitalization, Merger or Sale of Assets~~~~. In~~be voted on this proposal. Therefore, the ~~event~~Board will consider the choice that ~~HP common stock is changed by reason of any stock split, stock dividend, combination or recapitalization, appropriate proportional adjustments may be made in~~receives the highest number of shares of stock subject to the 2021 ESPP, the number of shares of stock to be purchased pursuant to an option and the price per share of common stock covered by an option. Any such adjustment will be made by the Board, whose determination shall be conclusive and binding. In the event of a proposed sale of all or substantially all of the assets of HP or the merger or consolidation of HP with another company, the Board may determine that each option will be assumed by, or an equivalent option substituted by, the successor company or its affiliates, that the Purchase Date will be accelerated and that all outstanding options will be exercised on such date, or that all outstanding options will terminate and accumulated payroll deductions will be refunded.

~~Amendment and Termination of the Plan~~. The Board may terminate or amend the 2021 ESPP at any time, except that it may not increase the number of shares subject to the 2021 ESPP other than as described in the 2021 ESPP. The 2021 ESPP will continue until May 1, 2031, unless otherwise terminated by the Board.

~~Transferability~~. Options granted to employees may not be voluntarily or involuntarily assigned, transferred, pledged, or otherwise disposed of in any way, and any attempted assignment, transfer, pledge, or other disposition will be null and void and without effect.

~~Withdrawal~~. Generally, a participant may withdraw from the 2021 ESPP during an Offering Period prior to the change enrollment deadline established by the Administrative Committee. The Administrative Committee may establish rules limiting the frequency with which participants may withdraw and re-enroll in the plan and may establish a waiting period for participants wishing to re-enroll.

~~New Plan Benefits~~. Because benefits under the 2021 ESPP will depend on employees’ elections to participate and the fair market value of HP common stock at various future dates, it is not possible to determine the benefits that will be received by executive officers and other employees if the 2021 ESPP is approved by the stockholders. Non-employee Directors are not eligible to participate in the 2021 ESPP.

~~Proxy Statement~~

~~Table of Contents~~

~~Executive Compensation~~

~~U.S. Federal Income Tax Consequences~~

If HP stockholders approve this proposal, the 2021 ESPP, and the right of participants to make purchases thereunder, should qualify under the provisions of Sections 421 and 423 of the Code. Under these provisions, no income will be taxable to a participant until the shares purchased under the 2021 ESPP are sold or otherwise disposed of. Upon sale or other disposition of the shares, the participant will generally be subject to tax and the amount of the tax will depend upon the holding period. If the shares are sold or otherwise disposed of more than two years from the applicable Entry Date and more than one year from the date of transfer of the shares to the participant, then the participant generally will recognize ordinary income measuredvotes as the ~~lesser~~choice supported by our stockholders.


76

Ownership of (i) the excess of the amount received upon such sale or disposition over the purchase price, or (ii) an amount equal to 5% of the fair market value of the shares as of the Entry Date. Any additional gain should be treated as long-term capital gain. If the shares are sold or otherwise disposed of before the expiration of this holding period, the participant will recognize ordinary income generally measured as the excess of the fair market value of the shares on the date the shares are purchased over the purchase price. Any additional gain or loss on such sale or disposition will be long-term or short-term capital gain or loss, depending on the holding period.HP is not entitled to a deduction for amounts taxed as ordinary income or capital gain to a participant except to the extent ordinary income is recognized by participants upon a sale or disposition of shares prior to the expiration of the holding period(s) described above. In all other cases, no deduction is allowed to HP.

The foregoing is only a summary of the effect of U.S. federal income taxation upon participants and HP with respect to the 2021 ESPP based on the U.S. Federal income tax laws in effect as of the date of this proxy statement. It is not intended to be exhaustive and does not discuss the tax consequences arising in the context of the employee’s death or the income tax laws of any municipality, state or foreign country in which the employee’s income or gain may be taxable or the gift, estate, or any tax law other than U.S. federal income tax law. Because individual circumstances may vary, HP advises all recipients to consult their own tax advisor concerning the tax implications of participation in the 2021 ESPP.

~~www.hpannualmeeting.com~~

Our Stock

~~Table of Contents~~

Common Stock Ownership of Certain Beneficial Owners and Management

The following table sets forth information as of December 31, ~~2019~~2022 (or as of the date otherwise indicated below) concerning beneficial ownership by:

—	~~holders of more than 5% of HP’s outstanding shares of common stock;~~
—	~~our Directors and nominees;~~
—	~~each of the named executive officers listed in the Summary Compensation Table on page 61; and~~
—	~~all of our Directors and executive officers as a group.~~

•holders of more than 5% of HP’s outstanding shares of common stock;

•our Directors and nominees;

•each of the named executive officers listed in the Summary Compensation Table on page 64; and

•all of our Directors and executive officers as a group.

The information provided in the table is based on our records, information filed with the SEC and information provided to HP, except where otherwise noted.

The number of shares beneficially owned by each entity or individual is determined under SEC rules, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the entity or individual has sole or shared voting or investment power and also any shares that the entity or individual has the right to acquire as of March 1, ~~2020~~2023 (60 days after December 31, ~~2019)~~2022) through the exercise of any stock options, through the vesting/settlement of RSUs payable in shares, or upon the exercise of other rights. Beneficial ownership excludes options or other rights vesting after March 1, ~~2020~~2023 and any RSUs vesting/ settling, as applicable, on or before March 1, ~~2020~~2023 that may be payable in cash or shares at HP’s election. Unless otherwise indicated, each person has sole voting and investment power (or shares such power with his or her spouse) with respect to the shares set forth in the following table.

Beneficial Ownership Table

Name of Beneficial Owner       Shares of Common Stock
Beneficially Owned       Percent of Common
Stock Outstanding
Dodge & Cox⁽¹⁾ 146,883,601                 10.1 %
BlackRock, Inc.⁽²⁾ 99,903,361 6.9 %
The Vanguard Group⁽³⁾ 129,732,144 8.9 %
Aida M. Alvarez 50,698 *
Shumeet Banerji 31,311 *
Robert R. Bennett 71,091 *
Charles “Chip” V. Bergh⁽⁴⁾ 150,382 *
Stacy Brown-Philpot 51,663 *
Stephanie A. Burns 63,233 *
Mary Anne Citrino⁽⁵⁾ 197,682 *
Richard L. Clemmer 4,000 *
Yoky Matsuoka 17,138 *
Stacey Mobley 51,663 *
Subra Suresh 36,924 *
Dion J. Weisler⁽⁶⁾ 1,767,869 *
Alex Cho⁽⁷⁾ 88,582 *
Steven J. Fieler⁽⁸⁾ 341,859 *
Enrique J. Lores⁽⁹⁾ 540,626 *
Kim M. Rivera 203,223 *
All current Executive Officers and Directors as a Group (20 persons)⁽¹⁰⁾ 4,555,175 *

*	~~Represents holdings of less than 1% based on shares of our common stock outstanding as of December 31, 2019.~~

~~Proxy Statement~~

~~Table of Contents~~

~~Ownership of Our Stock~~

~~(1)~~	Based on the most recently available Schedule 13G/A filed with the SEC on February 10, 2020 by Dodge & Cox. According to its Schedule 13G/A, Dodge & Cox reported having sole voting power over 140,708,785 shares, shared voting power over no shares, sole dispositive power over 146,883,601 shares and shared dispositive power over no shares. The securities reported on the Schedule 13G/A are beneficially owned by clients of Dodge & Cox, which clients may include investment companies registered under the Investment Company Act of 1940 and other managed accounts, and which clients have the right to receive or the power to direct the receipt of dividends from, and the proceeds from the sale of, HP’s stock. Dodge & Cox Stock Fund, an investment company registered under the Investment Company Act of 1940, has an interest of 91,145,478 shares. The Schedule 13G/A contained information as of January 31, 2020 and may not reflect current holdings of HP’s stock. The address of Dodge & Cox is 555 California Street, 40th Floor, San Francisco, CA 94104.
~~(2)~~	Based on the most recently available Schedule 13G/A filed with the SEC on February 5, 2020 by BlackRock, Inc. According to its Schedule 13G/A, BlackRock, Inc. reported having sole voting power over 83,693,896 shares, shared voting power over no shares, sole dispositive power over 99,903,361 shares and shared dispositive power over no shares. The Schedule 13G/A contained information as of December 31, 2019 and may not reflect current holdings of HP’s stock. The address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.
~~(3)~~	Based on the most recently available Schedule 13G/A filed by the Vanguard Group on February 12, 2020. According to its Schedule 13G/A, the Vanguard Group reported having sole voting power over 2,199,101 shares, shared voting power over 460,709 shares, sole dispositive power over 127,188,851 shares, and shared dispositive power over 2,543,293 shares. The Schedule 13G/A contained information as of December 31, 2019 and may not reflect current holdings of HP’s stock. The address for the Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.
~~(4)~~	~~Includes 146,148 shares that Mr. Bergh has the right to acquire by exercise of stock options.~~
~~(5)~~	~~Includes 159,671 shares that Ms. Citrino has the right to acquire by exercise of stock options.~~
~~(6)~~	~~Includes 894,739 shares that Mr. Weisler has the right to acquire by exercise of stock options.~~
~~(7)~~	~~Includes 58,378 shares that Mr. Cho has the right to acquire by exercise of stock options.~~
~~(8)~~	~~Includes 198,332 shares that Mr. Fieler has the right to acquire by settlement of Restricted Stock Units.~~
~~(9)~~	~~Includes 156,976 shares that Mr. Lores has the right to acquire by exercise of stock options.~~
~~(10)~~	Includes 1,790,132 shares that current executive officers and Directors have the right to acquire by exercise of stock options and 198,332 shares that current executive officers and Directors have the right to acquire by settlement of Restricted Stock Units.

~~www.hpannualmeeting.com~~

~~Table of Contents~~

~~STOCKHOLDER PROPOSAL NO. 1~~ ~~Right to Act by~~ ~~Written Consent~~			~~The Board recommends a vote~~ ~~AGAINSTthis proposal~~

Name of Beneficial Owner Shares of Common Stock
Beneficially Owned Percent of Common
Stock Outstanding
Berkshire Hathaway Inc.(1)
120,952,818 12.3 %
The Vanguard Group(2)
93,653,441 9.5 %
BlackRock, Inc.(3)
90,266,985 9.2 %
Dodge & Cox(4)
52,451,225 5.3 %
Aida M. Alvarez(5)
79,669 *
Shumeet Banerji 46,708 *
Robert R. Bennett(6)
167,461 *
Charles “Chip” V. Bergh(7)
156,244 *
Bruce Broussard 17,710 *
Stacy Brown-Philpot(8)
84,735 *
Stephanie A. Burns(9)
93,686 *
Mary Anne Citrino(10)
209,741 *
Richard L. Clemmer(11)
39,666 *
Judith (“Jami”) Miscik 12,941 *
Kim K.W. Rucker(12)
7,876 *
Subra Suresh 57,666 *
Alex Cho(13)
217,629 *
Julie Jacobs — *
Enrique J. Lores(14)
1,420,217 *
Marie Myers(15)
173,936 *
Christoph Schell 99,637 *
Tuan Tran(16)
235,487 *
All current Executive Officers and Directors as a Group (20 persons)(17)
3,183,052 *

* Represents holdings of less than 1% based on shares of our common stock outstanding as of December 31, 2022.


2023 PROXY STATEMENT			77


Ownership of Our Stock

(1)Based on the Schedule 13G filed by Berkshire Hathaway Inc. on May 25, 2022. According to the Schedule 13G, (i) Warren E. Buffett and Berkshire Hathaway Inc. have sole voting power over no shares, shared voting power over 120,952,818 shares, sole dispositive power over no shares, and shared dispositive power over 120,952,818 shares; and (ii) National Indemnity Company has sole voting power over no shares, shared voting power over 67,845,585 shares, sole dispositive power over no shares, and shared dispositive power over 67,845,585 shares. The Schedule 13G may not reflect current holdings of HP’s stock. The address for Berkshire Hathaway and Mr. Buffett is 3555 Farnam Street, Omaha, NE 68131. The address for National Indemnity Company is 3024 Harney Street, Omaha, Nebraska 68131.

(2)Based on the most recently available Schedule 13G/A filed by the Vanguard Group on February 9, 2023. According to its Schedule 13G/A, the Vanguard Group reported having sole voting power over no shares, shared voting power over 1,424,248 shares, sole dispositive power over 89,507,819 shares, and shared dispositive power over 4,145,622 shares. The Schedule 13G/A contained information as of December 31, 2022 and may not reflect current holdings of HP’s stock. The address for the Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.

(3)Based on the most recently available Schedule 13G/A filed with the SEC on January 25, 2023 by BlackRock, Inc. According to its Schedule 13G/A, BlackRock, Inc. reported having sole voting power over 80,285,956 shares, shared voting power over no shares, sole dispositive power over 90,266,985 shares and shared dispositive power over no shares. The Schedule 13G/A contained information as of December 31, 2022 and may not reflect current holdings of HP’s stock. The address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.

(4)Based on the most recently available Schedule 13G/A filed with the SEC on February 14, 2023 by Dodge & Cox. According to its Schedule 13G/A, Dodge & Cox reported having sole voting power over 49,994,452 shares, shared voting power over no shares, sole dispositive power over 52,451,225 shares and shared dispositive power over no shares. The securities reported on the Schedule 13G/A are beneficially owned by clients of Dodge & Cox, which clients may include investment companies registered under the Investment Company Act of 1940 and other managed accounts, and which clients have the right to receive or the power to direct the receipt of dividends from, and the proceeds from the sale of, HP’s stock. The Schedule 13G/A contained information as of December 31, 2022 and may not reflect current holdings of HP’s stock. The address of Dodge & Cox is 555 California Street, 40th Floor, San Francisco, CA 94104.

(5)Includes 28,027 shares that Ms. Alvarez has elected to defer receipt of until the termination of her service as a member of the Board.

(6)Includes 40,245 shares that Mr. Bennett has elected to defer receipt of until the termination of his service as a member of the Board.

(7)Includes 146,148 shares that Mr. Bergh has the right to acquire by exercise of stock options.

(8)Includes 84,735 shares that Ms. Brown-Philpot has elected to defer receipt of until the termination of her service as a member of the Board.

(9)Includes 51,284 shares that Ms. Burns has elected to defer receipt of until the termination of her service as a member of the Board.

(10)Includes 159,671 shares that Ms. Citrino has the right to acquire by exercise of stock options and 45,117 shares that Ms. Citrino has elected to defer receipt of until the termination of her service as a member of the Board.

(11)Includes 34,401 shares that Mr. Clemmer has elected to defer receipt of until the termination of his service as a member of the Board.

(12)Includes 7,876 shares that Ms. Rucker has elected to defer receipt of until the termination of her service as a member of the Board.

(13)Includes 173,137 shares that Mr. Cho has the right to acquire by exercise of stock options.

(14)Includes 581,949 shares that Mr. Lores has the right to acquire by exercise of stock options.

(15)Includes 125,918 shares that Ms. Myers has the right to acquire by exercise of stock options and 13,322 shares that Ms. Myers has the right to acquire upon the vesting of restricted stock units.

(16)Includes 173,137 shares that Mr. Tran has the right to acquire by exercise of stock options.

(17)Includes 1,446,324 shares that current executive officers and Directors have the right to acquire by exercise of stock options, 26,217 shares that current executive officers have the right to acquire upon the vesting of restricted stock units, and 291,685 shares for which Directors have elected to defer receipt until the termination of their service as a member of the Board.


78

Stockholder Proposal



			Stockholder Proposal


			Right to Act by Written Consent

						The Board Recommends a Vote Against this Proposal

This stockholder proposal has been submitted by John Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach, CA 90278 (the beneficial owner of 200 shares of HP Common Stock). The proponent has requested we include the proposal and supporting statement in this proxy statement, and, if properly presented, the proposal will be voted on at the annual meeting.

This proposal and supporting statement are quoted verbatim below and HP is not responsible for any inaccuracies contained in them.

The HP Board recommends a voteAGAINSTthis proposal and its opposition statement can be found below the proposal.

Proposal 5 – Shareholder Right to Act by Written Consent

Shareholders request that our board of directors ~~undertake such~~take the steps ~~as may be~~ necessary to permit written consent by the shareholders entitled to cast the minimum number of votes that would be necessary to authorize ~~the~~an action at a meeting at which all shareholders entitled to vote thereon were present and voting. This ~~written consent is to give shareholders the fullest power to act by written consent consistent with applicable law. This~~ includes shareholder ability to initiate any appropriate topic for written consent.

~~Hundreds of major companies enable~~

We gave 51%-support to this proposal topic in 2018. Plus we gave 49%-support to this proposal topic in 2020. The 2020 vote was in effect a 51%-vote because management put its hand on the scale in regard to the 2020 proposal. Management spent shareholder ~~action by written consent.~~ money to do extra advertisements specifically against the 2020 proposal and it still got 49%-support.

This proposal ~~topic won majority shareholder support~~is all the more important at 13 major companies in a single year. This included 67%-support at both Allstate and Sprint. Hundreds of major companies enable shareholder action by written consent. This proposal topic also won 63%-support at Cigna Corp. (CI) in 2019. This proposal topic would have received higher votes than 63%HP Inc. due to ~~67% at these companies if more shareholders had access to independent proxy voting advice.~~

~~This proposal topic also won 51%-support at~~ our ~~2018 annual meeting. Written consent is gaining acceptance as a more valuable right for shareholders than the~~restricted right to call for a special shareholder meeting.

~~Taking action~~ The only shares that can formally participate in calling for special shareholder meeting are the shares that are not held in street name.

Thus if 50% of HP shares are non street name shares then it would take 30% of those shares to call for a special shareholder meeting. But since only 60% of HP shares have the time to vote annually it could take 50% of the non street name shares that vote to call a special shareholder meeting.

Thus what seems to be a favorable 15% right to call special shareholder meeting turns into an unfavorable 50% right to call for a special shareholder meeting plus we have no right to act by written consent. Many companies allow for both a right to call a shareholder meeting and a shareholder right to act by written consent. A 50% stock ownership threshold to call for a special shareholder meeting means that any fleeting shareholder thought of calling for a special shareholder meeting is killed in the crib.

Action by written consent ~~in place of a meeting~~ is ~~a means~~hardly ever used by shareholders ~~can use to raise important matters outside~~but the normal annual meeting cycle like the election of a new director. This is particularly important since our stock has fallen from $25 in October 2019. Poor stock performance also follows a June 2018 announcement of additional share repurchase authorization of up to $4 Billion which was supposed to increase the price of HP stock even if HP does not perform better.

~~Dion Weisler is no longer our CEO after his $27 million in total realized pay in 2018. And there is the October 2019 headline that HP stock tumbled after HP announced plans to cut up to 9,000 jobs.~~

Hopefully Mr. Enrique Lores will break with the recent practice of a remote communication annual meeting. A live annual meeting will allow shareholders to be impressed with the plans that Mr. Lores has for HP. A live annual meeting will almost guarantee that there will be a news article on the annual meeting (as opposed to a remote communication meeting) for the benefitmain point of the ~~vast majority~~right act by written consent is that it gives shareholders at least significant standing to engage effectively with management.

Management will have an incentive to genuinely engage with shareholders instead of ~~shareholders.~~stonewalling if shareholders have a realistic Plan B option of acting by written consent. Management likes to claim that shareholders have multiple means to communicate with management but in most cases these means are as effective as mailing a post card to the CEO. A ~~photograph of Mr. Lores that accompanied~~right to act by written consent is an ~~article on his new HP job appears to show him enjoying a presentation to a live audience.~~

important step for effective shareholder engagement with management.

Please vote yes:

Shareholder Right to Act by Written Consent - Proposal 5

~~Proxy Statement~~		77
2023 PROXY STATEMENT			79

~~Table of Contents~~

~~Stockholder Proposals~~

~~Statement in Opposition~~

~~The~~


Stockholder Proposal

Board Response and Recommendation

Your Board has carefully reviewed this proposal and ~~unanimously~~ recommends a voteAGAINSTit for the following ~~key~~ reasons:

•

—	~~the existing right of HP stockholders to call a special meeting of stockholders at a 15% threshold;~~
—	HP’s strong stockholder engagement practices year-round, including recently and specifically with respect to a proposal to permit stockholders to act by written consent without a meeting of stockholders; and
—	~~the Board’s belief that the proposal would circumvent the protections, procedural safeguards and advantages provided to all stockholders by stockholder meetings.~~

we believe that when stockholders are asked to act on any matter, ALL stockholders – not just a select few- should have their votes solicited and an opportunity to consider the matter in an open forum at a regular or special meeting;

•consistent with this principle, we support the right of stockholders to submit proposals for action at meetings of stockholders, to call for special meetings (at a 15% threshold), and to nominate candidates for election as director via proxy access;

•as reflected in the proposal, we believe stockholder action by written consent of a bare majority circumvents the protections, procedural safeguards and advantages provided to ALL stockholders by stockholder meetings; and

•this same proposal was voted on by HP’s stockholders at its 2020 and 2021 annual meetings, and was not approved, in our view indicating support for the Board’s position on this proposal, and more generally, that action by written consent denies all stockholders the right to consider a matter.

HP continually evaluates stockholder feedback and developments in corporate governance and implements appropriate changes to its corporate governance policies and practices that it believes are in the best interests of HP and its stockholders.

~~Our~~ Following engagement with our stockholders ~~were given an opportunity~~in response to consider a nearly identical proposal at our 2018 Annual Meeting. At that meeting, holders of 37.5% of our outstanding shares expressed support for an advisory proposal to provide stockholders with the ability to act by written consent without a meeting of stockholders. Of the votes cast, 50.4% supported the proposal, while 49.2% voted against it, with 0.3% abstaining. The Board took note of the closeness of the vote on the written consent proposal at our 2018 annual meeting, the ~~2018 Annual Meeting and~~Board amended our Bylaws in 2019 to lower the ~~significant lack of consensus reflected in the vote, as well as the importance of respecting the perspectives expressed by all stockholders.~~threshold share ownership required to call a special meeting to 15% (from 25%). The Board also remained concerned about the disruptive effect a stockholder written consent solicitation could have on the Board’s and our stockholders’ ability to thoroughly consider significant corporate actions and possible alternatives. As such, the Board determined that this approach to further facilitate the ~~appropriate approach was to conduct further engagement with our~~ability of stockholders to ~~better understand the vote results and incorporate stockholder feedback into the Board’s ultimate response to that vote.~~

As part of this engagement, we reached out to our 75 largest stockholders at that time (representing approximately 68% of our outstanding shares at the time). We ultimately received feedback from stockholders that represented approximately 50% of our outstanding shares at the time. Of those that provided feedback, approximately 60% (representing almost 30% of our outstanding shares at the time) voted against the written consent proposal at our 2018 Annual Meeting and approximately 40% (representing approximately 20% of our outstanding shares at the time) voted for the written consent proposal at our 2018 Annual Meeting. We believe these stockholders consulted as part of this engagement were representative of our stockholder base, as these stockholders represented a broad-based group, and included stockholders that voted for and stockholders that voted against the written consent proposal at our 2018 Annual Meeting.

~~As previously disclosed, as part of that engagement, we heard the following key perspectives from our stockholders.~~

—	A large majority of the stockholders we consulted preferred the right to call a special meeting over the right to act by written consent, expressing views that the former is more protective of stockholders, accessible and inclusive.
—	Nearly 76% of the stockholders we conversed with during our engagement (representing over 38% of our outstanding shares at the time) preferred that we consider lowering our special meeting threshold instead of implementing written consent.
—	Many of those with whom we spoke volunteered that they had voted against the written consent proposal specifically because HP already afforded stockholders the right to call a special meeting (at the time, with a 25% threshold).

Moreover, of the stockholders consulted, approximately 40% (representing approximately 20% of our outstanding shares at the time) had supported the written consent proposal at our 2018 Annual Meeting. However, when presented with the option of lowering our special meeting threshold instead of implementing the right to act ~~by written consent, approximately 40% of these stockholders preferred lowering our special meeting threshold.~~

~~www.hpannualmeeting.com~~

~~Table of Contents~~

~~Stockholder Proposals~~

~~Accordingly, the Board determined it~~in between annual meetings would be most consistent with the wishes of the broadest group of our stockholders and responsive to the ~~vote on~~2018 written consent vote. We believe that stockholder support of this approach is evidenced by nearly identical written consent proposals at our 2020 and 2021 Annual Meetings failing to receive the requisite support from stockholders.

Following the receipt of the written consent proposal ~~at the 2018 Annual Meeting to further facilitate the ability of stockholders to act in between~~for this annual ~~meetings. Specifically, in lieu of adopting a written consent right, effective as of February 7, 2019, the Board amended our Bylaws to lower the threshold share ownership required to call a special~~ meeting, ~~from 25% to 15% of our outstanding shares.~~

HP also regularly engages with its stockholders regarding a variety of topics, including corporate governance, in order to stay informed of issues important to its stockholders. These practices provide stockholders with meaningful, year-round opportunities to bring important matters to the attention of HP and the Board.

~~Following the receipt of this proposal,~~ the Board revisited its review and ~~analysis from last year.~~analysis. Specifically, the Board considered whether there have been any material changes to the factors that the Board had considered ~~last year~~ with respect to the potential adoption of a written consent right. After thorough consideration, the Board determined that adopting a written consent right is not in the best interests of HP or our stockholders at this time for the following reasons:

—	HP’s most recent stockholder engagement conducted in January 2020 confirmed once again that many of our stockholders (representing approximately 34% of our outstanding shares at the time) continue to be satisfied with our current corporate governance profile, robust record of engagement with and responsiveness to stockholders, and commitment to transparency;
—	~~the slim margin by which the 2018 proposal passed, and the significant number of stockholders that opposed that proposal;~~
—	~~a nearly identical written consent stockholder proposal having failed at our 2015 Annual Meeting, with support of only 43.3% of votes cast;~~
—	~~other governance rights we already provide our stockholders, including a meaningful proxy access right;~~
—	the fact that the written consent process is less transparent and less democratic than action at a stockholder meeting, because stockholder action by written consent may not result in all stockholders receiving advance notice of a proposed action prior to its approval by written consent and does not permit a variety of views on a proposal to be exchanged;
—	the fact that action by written consent can create substantial confusion and disruption, as different stockholder groups may solicit multiple written consents simultaneously, some of which may be duplicative or contradictory; and
—	our current stockholder base and the relatively consistent presence of at least one stockholder that has owned or controlled the vote of more than 10% of our outstanding shares over the past few years, which makes the 15% threshold to call a special meeting realistic to achieve.

•HP believes that every stockholder’s vote is important and deserves consideration;

•action by written consent is less transparent and less democratic than action at a stockholder meeting, because stockholder action by written consent may not result in all stockholders receiving advance notice of a proposed action prior to its approval by written consent, does not permit a variety of views on a proposal to be exchanged or inquiries about proposed actions to be made, and does not require that a proxy statement containing accurate and complete information be distributed before the proposed action;

•this concern is particularly acute in that it would provide a small subset of stockholders, who may have short-term or special interests and have no fiduciary duties to other stockholders, an ability to unilaterally approve their own proposed actions that are not in the best interests of all stockholders, without giving the remaining stockholders notice of the proposed action or the opportunity to participate in it;

•action by written consent can create substantial confusion and disruption, as different stockholder groups may solicit multiple written consents simultaneously, some of which may be duplicative or contradictory, which could create administrative and financial burdens for HP without a corresponding benefit to stockholders; and

•our stockholders’ existing right to call a special meeting at a 15% threshold is realistic to achieve given our current stockholder base; moreover contrary to the assertions made in the proposal, beneficial owners who hold their shares in “street name” through a broker, trustee or other nominee can still exercise this right by instructing the record holder through which they hold shares to act on their behalf.

For all of the above reasons, the Board continues to believe that the risk of abuse associated with stockholder action by written consent, including bypassing procedural protections that offer transparency and advance notice, both of which are afforded with a stockholder meeting, as well as HP’s commitment to good corporate governance, HP’s strong stockholder engagement program and HP stockholders’ existing right to call a special meeting with a 15% threshold, make this proposal is not in the best interest of all of our stockholders.

~~Board Recommendation~~

The Board believes that adoption of this proposal is unnecessary and not in HP’s or our stockholders’ best interests for the reasons described above. Accordingly, the Board recommends that you vote AGAINST this proposal.

Vote Required

~~Proxy Statement~~		79
80

~~Table of Contents~~

~~Stockholder Proposals~~

~~STOCKHOLDER PROPOSAL NO. 2~~ ~~To Repeal Certain Provisions of, or Amendments to, the Company’s Bylaws Adopted After February 7, 2019~~			~~The Board recommends a vote~~ ~~AGAINSTthis proposal.~~

Other matters

Questions and Answers

Proxy Materials

The Company has received notice from Xerox Holdings Corporation, 201 Merritt 7, Norwalk, Connecticut 06851-1056 of its intention to present the following resolution for action at the annual meeting, which would repeal each provision of, or amendment to, the Company’s Bylaws adopted by the Board without the approval of the Company’s stockholders subsequent to February 7, 2019 (the date of the most recent publicly disclosed Bylaws) and up to and including the date of the annual meeting.

~~Proposal 6 – To Repeal Certain Provisions of, or Amendments to, the Company’s Bylaws Adopted After February 7, 2019~~1.

~~The following is the text of the proposed resolution:~~

RESOLVED, that each provision of, or amendment to, the Bylaws adopted by the Board without the approval of the Company’s stockholders subsequent to February 7, 2019 (the date of the most recent publicly disclosed Bylaws) and prior to the approval of this resolution be, and they hereby are, repealed, effective as of the time this resolution is approved by the Company’s stockholders.

~~If Xerox Holdings Corporation does not properly present this proposal at the annual meeting, this proposal will not be submitted to a vote.~~

~~Statement in Opposition~~Why am I receiving these materials?

~~The Board recommends that stockholders vote~~~~AGAINST~~~~this proposal for the following key reasons:~~

This proposal seeks to repeal any provisions of, or amendments to, the Company’s Bylaws adopted without stockholder approval after February 7, 2019 and up to and including the date of the annual meeting, without regard to the subject matter of any Bylaw provisions or amendments in question. No provisions or amendments to the Company’s Bylaws have been adopted subsequent to February 7, 2019. While the Board does not currently expect to adopt any amendments to the Bylaws prior to the annual meeting, the Board could determine prior to the annual meeting that an amendment is necessary and in the best interest of the stockholders. The Board believes that the automatic repeal of any Bylaw amendment, irrespective of its content, duly adopted by the Board (whether with or without stockholder approval) could have the effect of repealing one or more properly adopted Bylaw amendments that the Board determined to be in the best interests of the Company and its stockholders and adopted in furtherance of its fiduciary duties, including in response to future events not yet known to the Company.

As the Board is fully empowered by its governing documents and applicable law to alter, amend, repeal or add provisions to the Company’s Bylaws in accordance with its fiduciary duties and no provision of the Company’s Bylaws is expected to be impacted by this proposal, we believe this proposal represents no purpose other than to limit Board actions otherwise permitted by the Company’s governing documents and Delaware law.

~~www.hpannualmeeting.com~~

~~Table of Contents~~

~~Stockholder Proposals~~

~~Board Recommendation~~

~~Vote Required~~

Approval of this stockholder proposal requires the affirmative vote of a majority of the shares of HP common stock present in person or represented by proxy and entitled to vote on the proposal at the annual meeting, except with respect to all or any portion of Article II, Section 3.2, Section 3.3, Section 3.4, Section 6.1, Section 6.4 and Article IX of the Bylaws, with respect to which approval of this proposal requires a majority of the outstanding shares entitled to vote thereon.

~~Proxy Statement~~

~~Table of Contents~~

~~Questions and Answers~~

~~Proxy Materials~~

1.	~~Why am I receiving these materials?~~

We have ~~provided~~made these materials available to you or delivered paper copies to you by mail in connection with our annual meeting of stockholders, which will take place online on ~~[ ], [ ], 2020, at [ ].~~Monday, April 24, 2023. As a stockholder, you are invited to participate in the annual meeting via live audio webcast and vote on the business items described in this proxy statement. This proxy statement includes information that we are required to provide to you under the SEC rules and that is designed to assist you in voting your shares. The information in this proxy statement relates to the proposals to be voted on at the annual meeting, the voting process, the Board and Board committees, the compensation of our Directors and certain executive officers for fiscal ~~2019~~2022 and other required information. See Questions 1216 and 1317 below for information regarding how you can vote your shares at the annual meeting or by proxy (without attending the annual meeting).

2.	~~What is included in the proxy materials?~~

2.What is included in the proxy materials?

The proxy materials include:

—	•our proxy statement for the 2023 annual meeting of stockholders; and •our Annual Report on Form 10-K for the fiscal year ended October 31, 2022. If you received a paper copy of these materials by mail, the proxy ~~statement for the 2020 annual meeting of stockholders; and~~
—	~~our 2019 Annual Report, which includes our Annual Report on Form 10-K for the fiscal year ended October 31, 2019.~~

~~These~~ materials also include ~~the WHITE~~a proxy card or a voting instruction card for the ~~2020~~annual meeting. If you received a notice of the Internet availability of the proxy materials instead of a paper copy of the proxy materials, see Questions 16 and 17 below for information regarding how you can vote your shares.

3.Why did I receive a notice in the mail regarding the Internet availability of the proxy materials instead of a paper copy of the full set of proxy materials?

This year, we are using the SEC rule that allows companies to furnish their proxy materials over the Internet. As a result, we are mailing to many of our stockholders a notice of the Internet availability of the proxy materials instead of a paper copy of the proxy materials. All stockholders receiving the notice will have the ability to access the proxy materials over the Internet and request to receive a paper copy of the proxy materials by mail, should they so desire. Instructions on how to access the proxy materials over the Internet or to request a paper copy may be found in the notice of the Internet availability of the proxy materials. In addition, the notice contains instructions on how you may request access to proxy materials in printed form by mail or electronically on an ongoing basis.

4.Why didn’t I receive a notice in the mail about the Internet availability of the proxy materials?

We are providing some of our stockholders, including stockholders who have previously requested to receive paper copies of the proxy materials and some of our stockholders who are living outside of the United States, with paper copies of the proxy materials instead of a notice of the Internet availability of the proxy materials.

In addition, we are providing proxy materials or notice of the Internet availability of the proxy materials by e-mail to those stockholders who have previously elected delivery of the proxy materials or notice electronically. Those stockholders should receive an e-mail containing a link to the website where those materials are available and a link to the proxy voting website.

5.How can I access the proxy materials over the Internet?

Your notice of the Internet availability of the proxy materials, proxy card, or voting instruction card will contain instructions on how to:

•view our proxy materials for the annual meeting ~~of stockholders. WHITE~~on the Internet; and

•instruct us to send our future proxy cards are being solicited on behalf of our Board. If you sign your WHITE proxy card but do not give instructions with respect to voting for Directors and other proposals, your shares will be voted by Enrique Lores, Steven J. Fieler and Kim M. Rivera, as proxy holders, FOR the election of all 12 Board nominees, FOR ratification of the appointment of our independent registered public accounting firm, FOR the approval of the compensation of our named executive officers (“say on pay” vote), FOR the approval of the Company’s 2021 Employee Stock Purchase Plan, AGAINST the stockholder proposal regarding written consent and AGAINST the Stockholder Bylaws Proposal. Our Board strongly urges you not to vote any blue proxy card sentmaterials to you electronically by Xerox, and to vote FOR our Board of Directors’ nominees, AGAINST the Stockholder Bylaws Proposal and on the other matters to be voted on at the meeting in accordance with the Board’s recommendations by voting via Internet or by telephone by following the easy instructions provided on the enclosed WHITE proxy card. You may also sign, date and return the enclosed WHITE proxy card to the address indicated on the card, but we strongly encourage you to use this option only if you do not have access to a touch-tone telephone or to the Internet.

e-mail.

Our proxy materials are ~~also publicly~~ available ~~on our dedicated annual meeting website~~ at ~~[ ].~~

www.proxyvote.com/HP. Please have your 16-digit control number available to access them.

3.	~~What should I do if I receive a blue proxy card from Xerox?~~
2023 PROXY STATEMENT			81

~~The Board strongly urges you NOT to vote using any blue~~


Other Matters

Your notice of the Internet availability of the proxy materials, proxy card, or voting instruction card will contain instructions on how you may request access to proxy materials electronically on an ongoing basis. Choosing to access your future proxy materials electronically will help us conserve natural resources and reduce the costs of distributing our proxy materials. If you choose to access future proxy materials electronically, you will receive an e-mail with instructions containing a link to the website where those materials are available and a link to the proxy voting website. Your election to access proxy materials by e-mail will remain in effect until you terminate it.

6.How may I obtain a paper copy of the proxy materials?

Stockholders receiving a notice of the Internet availability of the proxy materials will find instructions about how to obtain a paper copy of the proxy materials on their notice. Stockholders receiving notice of the Internet availability of the proxy materials by e-mail will find instructions about how to obtain a paper copy of the proxy materials as part of that e-mail. All stockholders who do not receive a notice or an e-mail will receive a paper copy of the proxy materials by mail.

7.I share an address with another stockholder, and we received only one paper copy of the proxy materials or notice of the Internet availability of the proxy materials. How may I obtain an additional copy?

If you share an address with another stockholder, you may receive only one paper copy of the proxy materials or notice of the Internet availability of the proxy materials, as applicable, unless you have provided contrary instructions. If you wish to receive a separate set of the proxy materials or notice of the Internet availability of the proxy materials now, please request the additional copy by contacting Broadridge Financial Solutions, Inc. (“Broadridge”) at:

By Internet: www.proxyvote.com/HP
By telephone: 1-800-579-1639
By e-mail: sendmaterial@proxyvote.com

If you request a separate set of the proxy materials or notice of Internet availability of the proxy materials by e-mail, please be sure to include your control number in the subject line. A separate set of proxy materials or notice of the Internet availability of the proxy materials, as applicable, will be sent promptly following receipt of your request. If you are a beneficial owner and wish to receive a separate set of proxy materials or notice of the Internet availability of the proxy materials now, please request the additional copy by contacting your individual broker.

If you ~~by Xerox. The Board does NOT endorse any Xerox~~are a stockholder of record and wish to receive a separate set of proxy materials or notice of the Internet availability of the proxy materials, as applicable, in the future, please contact our transfer agent. See Question 21 below.

If you are the beneficial owner of shares held through a broker, trustee, or other nominee and ~~unanimously recommends that~~ you ~~vote FOR the election~~wish to receive a separate set of ~~all~~proxy materials or notice of the ~~nominees proposed by~~Internet availability of the ~~Board and named~~proxy materials, as applicable, in ~~this~~the future, please call Broadridge at:

1-866-540-7095

All stockholders also may write to HP at the address below to request a separate set of proxy statement and AGAINST the Stockholder Bylaws Proposal. If you previously voted using a blue proxy card sent to you by Xerox, you can revoke it and vote FOR the Director nominees recommended by the Board by voting viamaterials or notice of the Internet ~~or by telephone by following~~availability of the ~~easy instructions provided on the enclosed WHITE~~ proxy ~~card. You may also sign, date~~materials, as applicable, and return the enclosed WHITE proxy card to the address indicated on the card, but we strongly encourage you to use this option only if you do not have access to a touch-tone telephone or to the Internet. Only the latest-dated validly executed proxy that you submitmaterials will be ~~counted~~delivered promptly upon receiving your request:

HP Inc.
Investor Relations
1501 Page Mill Road
Palo Alto, CA 94304

8.I share an address with another stockholder, and ~~any~~we received more than one paper copy of the proxy materials or notice of the Internet availability of the proxy materials. How do we obtain a single copy in the future?

Stockholders of record sharing an address who are receiving multiple copies of the proxy materials or notice of the Internet availability of the proxy materials, as applicable, and who wish to receive a single copy of such materials in the future may ~~be revoked at any time prior~~contact our transfer agent. See Question 21 below.

Beneficial owners of shares held through a broker, trustee, or other nominee sharing an address who are receiving multiple copies of the proxy materials or notice of the Internet availability of the proxy materials, as applicable, and who wish to ~~its exercise at~~receive a single copy of such materials in the ~~2020 annual meeting~~future may contact Broadridge at:

1-866-540-7095

9.What should I do if I receive more than one notice or e-mail about the Internet availability of ~~stockholders. If you attend~~ the ~~meeting and desire to vote in person, your~~ proxy ~~will not be used.~~

4.	~~What should I do if I receive more than one copy of HP’s proxy materials?~~

materials or more than one paper copy of the proxy materials?

You may receive more than one notice, more than one e-mail, or more than one paper copy of ~~HP’s~~the proxy materials, including multiple paper copies of this proxy statement and multiple ~~WHITE~~ proxy cards or voting instruction ~~forms.~~cards. For example, if you hold your shares in more than one brokerage account, you may receive a separate notice, a separate e-mail, or a separate voting instruction ~~form~~card for each brokerage account in which you hold shares. If you are a stockholder of record and your shares are registered in more than one name, you may receive


82


			Other Matters

more than one ~~WHITE~~notice, more than one e-mail or more than one proxy card. ~~In order to~~To vote all of the shares held by you in multiple accounts, you will need to vote the shares held in each account separately. Please follow the voting instructions provided on each WHITE proxy card to ensure that all of your shares ~~are voted.~~

~~You will likely receive multiple mailings from Xerox,~~by proxy, you must either vote by Internet or by telephone, or complete, sign, date, and ~~HP will likely conduct multiple mailings prior to the annual meeting date to ensure stockholders have HP’s latest proxy information and materials to vote. HP will send you a WHITE~~return each proxy card ~~with~~and voting instruction card that you receive and/or vote over the Internet the shares represented by each ~~mailing, regardless of whether~~notice and e-mail that you receive (unless you have ~~previously voted. The latest dated~~requested and received a proxy ~~you submit will be counted, and, if you wish to vote as recommended~~card or voting instruction card for the shares represented by ~~our Board, then you should only vote by using the WHITE proxy card.~~

~~www.hpannualmeeting.com~~

~~Table~~one or more of ~~Contents~~those notices or e-mails).

10.

~~Other Matters~~

5.	~~Does the Board recommend that I take any action with respect to the Xerox exchange offer?~~

~~Xerox has commenced an unsolicited exchange offer to acquire all outstanding shares~~How may I obtain a copy of HP common stock. After consultation with its independent financial and legal advisors, the Board concluded that the unsolicited exchange offer is not in the best interests of HP stockholders and unanimously recommended that HP stockholders reject the offer and NOT tender their HP shares pursuant to the offer. On March 5, 2020, HP filed a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC relating to the unsolicited exchange offer. We encourage you to read the Solicitation/Recommendation Statement for more information about the Board's reasonsHP’s 2022 Form 10-K and other ~~important information.~~

6.	~~How can I access the proxy materials over the Internet?~~

~~Our proxy materials are also publicly available on~~financial information?

Stockholders may request a free copy of our ~~dedicated annual meeting website at:~~

~~[ ].~~

combined 2022 Annual Report and 2023 Proxy Statement, which includes our 2022 Form 10-K and the financial statements and the financial statement schedules for the last completed fiscal year, from:

HP Inc.
Investor Relations
1501 Page Mill Road
Palo Alto, CA 94304
https://investor.hp.com/resources/information-request/default.aspx

All of HP’s filings, including the ~~2019~~2022 Form 10-K are also available on HP’s Investor Relations site:

https://investor.hp.com

We also will furnish any exhibit to the ~~2019~~2022 Form 10-K if specifically requested.

Voting Information

~~Please note however,~~11.What proposals will be voted on at the meeting? How does the Board recommend that ~~if your shares are held by a broker, trustee, or other nominee (that~~I vote and what is ~~in “street name”), or if you hold shares in the HP 401(k) Plan, you must use~~ the voting ~~instruction form provided by that~~requirement for each of the proposals? What effect will abstentions and broker ~~trustee or other nominee to instruct such broker, trustee or other nominee how to vote your shares on your behalf.~~non-votes have?

~~Voting Information~~

~~What proposals will be voted on at the meeting? How does the Board recommend that I vote and what is the voting requirement for each of the proposals?~~

Proposals

Board
Recommendation

Votes Required

Effect of
Abstentions

Effect of Broker
Non-Votes if any*

Election of Directors

FOR EACH
NOMINEE

~~FOR ALL OF THE NOMINEES~~
~~RECOMMENDED BY~~
~~THE BOARD~~

~~Plurality – 12 nominees who receive the greatest number~~Majority of votes cast

None

~~None~~No effect

Ratification of Independent Registered
~~Registered~~ Public
Accounting Firm

FOR

Majority of the shares present, in person or represented by proxy, and entitled to vote on the proposal

Same as ~~“AGAINST”~~
“AGAINST”

~~None~~

N/A (No Broker

Non-Votes

(Expected to be Routine Matter))

Advisory Vote to Approve Executive
~~Executive~~ Compensation
(“ (“Say on Pay” Vote)

FOR

Majority of the shares present, in person or represented by proxy, and entitled to vote on the proposal

Same as
“AGAINST”

No effect

Advisory Vote on the Frequency of Future “Say on Pay” Votes

ONE YEAR

Majority of the shares present, in person or represented by proxy, and entitled to vote on the proposal*

Same as ~~“AGAINST”~~
“AGAINST”

~~None~~No effect

~~Vote~~Stockholder Proposal: Right to ~~Approve the~~Act by
~~Company’s 2021 Employee~~
~~Stock Purchase Plan~~Written Consent

~~FOR~~

AGAINST

Majority of the shares present, in person or represented by proxy, and entitled to vote on the proposal

Same as ~~“AGAINST”~~
“AGAINST”

~~None~~

~~Stockholder Proposal No. 1: Right to Act by Written Consent~~

~~AGAINST~~

~~Majority of the shares present, in person or represented by proxy, and entitled to vote on the proposal~~

~~Same as “AGAINST”~~

~~None~~

~~Stockholder Proposal No. 2: To Repeal Certain Provisions of, or Amendments to, the Company’s Bylaws Adopted After February 7, 2019~~

~~AGAINST~~

Majority of the shares present, in person or represented by proxy, and entitled to vote on the proposal, except with respect to all or any portion of Article II, Section 3.2, Section 3.3, Section 3.4, Section 6.1, Section 6.4 and Article IX of the Bylaws, with respect to which approval of this proposal requires majority of the outstanding shares entitled to vote thereon.

~~Same as “AGAINST”~~

~~None, except with respect to all or any portion of Article II, Section 3.2, Section 3.3, Section 3.4, Section 6.1, Section 6.4 and Article IX of the Bylaws, same as AGAINST~~No effect

In light of Xerox’s intention to nominate a slate of 12 Directors, we expect the annual meeting to have a contested Director election. Under the NYSE rules, this means that for shares held in accounts to which Xerox’s proxy materials have been sent, brokers, trustees and other nominees will not have discretionary authority to vote for any matters listed above (including the ratification of the appointment of the independent registered public accounting firm) unless they receive your instructions.

~~Proxy Statement~~

~~Table~~* If none of ~~Contents~~

~~Other Matters~~

the four choices for this proposal receive an affirmative vote of a majority of the shares of HP common stock present in person or represented by proxy and entitled to be voted on this proposal, the Board will consider the choice that receives the highest number of votes as the choice supported by our stockholders.

We also will consider any other business that properly comes before the annual meeting. See Question 2228 below.

8.	~~What are broker non-votes?~~

12.What are broker non-votes?

A broker non-vote occurs with respect to a proposal when a broker, trustee, or other nominee has discretionary authority to vote on one or more proposals to be voted on at a meeting of stockholders but is not permitted to vote on other proposals without instructions from the beneficial ~~owner and the beneficial owner fails to provide the nominee with such instructions.~~owner. Under the rules of the NYSE, brokers, trustees, or other nominees may ~~normally~~generally vote on routine matters without instructions from a beneficial owner but cannot vote on non-routine matters. ~~However, because of~~In tabulating the ~~contested nature of~~voting results for any particular proposal, broker non-votes are not counted.


2023 PROXY STATEMENT			83


Other Matters

Note that whether a proposal is considered routine or non-routine is subject to stock exchange rules and final determination by the ~~election of Directors, under the rules of the NYSE, if~~stock exchange. Even with respect to routine matters, some brokers are choosing not to exercise discretionary voting authority. As a result, we urge you ~~are the beneficial owner of shares rather than the stockholder of record and receive proxy materials from Xerox,~~to direct your broker, ~~will not be able~~trustee or other nominee how to vote your shares ~~with respect to any of the~~on all proposals to ~~be voted at the annual meeting, whether routine or not, unless they receive~~ensure that your ~~instructions.~~

vote is counted.

If you provide specific instructions with regard to certain items, your shares will be voted as you instruct on such items. If you vote by proxy card and sign the ~~WHITE~~ proxy card without giving specific instructions, your shares will be voted in accordance with the recommendations of the Board (FOR all of our nominees to the Board, FOR ratification of the appointment of our independent registered public accounting firm, FOR the approval of the compensation of our named executive officers (“say on pay” vote), ~~FOR~~ONE YEAR for the ~~approval~~frequency of ~~the Company’s 2021 Employee Stock Purchase Plan,~~future “say on pay” votes, and AGAINST the stockholder proposal regarding written ~~consent and AGAINST the Stockholder Bylaws Proposal)~~consent).

For any shares you hold in the HP 401(k) Plan, if your voting instructions are not received by ~~[ ], 2020,~~11:59 p.m., Eastern Time, on April 19, 2023, your shares will be voted in proportion to the way the shares held by the other HP 401(k) Plan participants are voted, except as may be otherwise required by law.

9.	~~Is cumulative voting permitted for the election of Directors?~~

Broker non-votes differ from abstentions. For the effect of abstentions on the matters to be voted on at the annual meeting, please refer to Question 11 above.

13.Is cumulative voting permitted for the election of Directors?

No, you may not cumulate your votes in the election of Directors. At the 2016 Annual Meeting, our stockholders approved an amendment to the Certificate of Incorporation eliminating cumulative voting. Therefore, cumulative voting is no longer available to our stockholders.

~~10.~~

~~What is the difference between holding shares as a stockholder of record and as a beneficial owner?~~

14.What is the difference between holding shares as a stockholder of record and as a beneficial owner?

•Stockholder of Record—If your shares are registered directly in your name with our transfer agent, you are considered, with respect to those shares, the “stockholder of record.” As the stockholder of record, you have the right to grant your voting proxy directly to HP or to a third party, or to vote your shares during the annual meeting.

•Beneficial Owner—If your shares are held in a brokerage account, by a trustee, or by another nominee (that is, in “street name”), you are considered the “beneficial owner” of those shares. As the beneficial owner of those shares, you have the right to direct your broker, trustee, or nominee how to vote, or to vote your shares during the annual meeting (other than shares held in the HP 401(k) Plan, which must be voted prior to the annual meeting).

Most of our stockholders hold their shares through a broker, trustee, or other nominee rather than directly in their own name. ~~As summarized below, there are some distinctions between~~

15.Who is entitled to vote and how many shares ~~held of record and those owned beneficially.~~

—

~~Stockholder of Record~~—If your shares are registered directly in your name with our transfer agent, you are considered, with respect to those shares, the “stockholder of record.” As the stockholder of record, you have the right to grant your voting proxy directly to HP or to a third party, or to vote your shares during the annual meeting.

—

~~Beneficial Owner~~—If your shares are held in a brokerage account, by a trustee, or by another nominee (that is, in “street name”), you are considered the “beneficial owner” of those shares. As the beneficial owner of those shares, you have the right to direct your broker, trustee, or nominee how to vote, or to vote your shares in person by ballot at the annual meeting (other than shares held in the HP 401(k) Plan, which must be voted prior to the annual meeting).

~~11.~~

~~Who is entitled to vote and how many shares can I vote?~~

can I vote?

Each holder of shares of HP common stock issued and outstanding as of the close of business on ~~[ ], 2020,~~February 23, 2023, the record date for the annual meeting, is entitled to cast one vote per share on all items being voted upon at the annual meeting. You may vote all shares owned by you as of this time, including (1) shares held directly in your name as the stockholder of record, including shares purchased through our dividend reinvestment program and employee stock purchase plans, and shares held through our Direct Registration Service; and (2) shares held for you as the beneficial owner through a broker, trustee, or other nominee.

On the record date, HP had approximately ~~[ ]~~985,328,082 shares of common stock issued and outstanding.

~~12.~~

~~How can I vote my shares in person at the annual meeting?~~

16.How can I vote my shares during the annual meeting?

This year’s annual meeting will be held entirely online to allow greater participation. Stockholders may participate in the annual meeting by visiting the following website:

www.virtualshareholdermeeting.com/HPQ2023

To participate in the annual meeting, you will need the 16-digit control number included on your notice of Internet availability of the proxy materials, on your proxy card or on the instructions that accompanied your proxy materials. If you have any questions about your control number, please contact the bank, broker or other nominee that holds your shares. Shares held in your name as the stockholder of record may be voted ~~in person at~~electronically during the annual meeting. Shares for which you are the beneficial owner but not the stockholder of record may also be voted ~~in person at~~electronically during the annual ~~meeting only if you obtain a legal proxy from the broker, trustee or nominee that holds your shares giving you the right to vote the shares, except~~meeting.

Please note that shares held in the HP 401(k) Plan cannot be voted ~~in person at~~electronically during the annual meeting. If you hold shares in the HP 401(k) Plan, your voting instructions must be received by ~~[ ],~~11:59 p.m., Eastern Time, on ~~[ ], 2020~~April 19, 2023 for

~~www.hpannualmeeting.com~~

~~Table of Contents~~

~~Other Matters~~

the trustee to vote your shares. However, holders of shares in the HP 401(k) Plan will still be able to ~~attend~~view the annual meeting webcast and ask questions during the annual meeting.

Even if you plan to ~~attend~~participate in the annual meeting online, we recommend that you also vote by proxy ~~by using the WHITE proxy card~~ as described below so that your vote will be counted if you later decide not to ~~attend~~participate in the annual meeting.

~~13.~~	~~How can I vote my shares without attending the annual meeting?~~
84


			Other Matters

17.How can I vote my shares without participating in the annual meeting?

Whether you ~~are a~~hold shares directly as the stockholder of record or through a broker, trustee, or other nominee as the beneficial owner, ~~but not~~you may direct how your shares are voted without participating in the ~~stockholder~~annual meeting. There are three ways to vote by proxy:

•VIA THE INTERNET: Stockholders who have received a notice of the Internet availability of the proxy materials by mail may submit proxies over the Internet by following the instructions on the notice. Stockholders who have received notice of the Internet availability of the proxy materials by e-mail may submit proxies over the Internet by following the instructions included in the e-mail. Stockholders who have received a paper copy of a proxy card or voting instruction card by mail may submit proxies over the Internet by following the instructions on the proxy card or voting instruction card.

•VIA TELEPHONE: Stockholders of record ~~you can vote~~who live in the United States or Canada may submit proxies by telephone by calling 1-800-690-6903 and following ~~ways:~~

—	~~VIA THE INTERNET:~~ ~~You can vote via the Internet by following the easy instructions on the enclosed WHITE proxy card or voting instruction form.~~
—	~~VIA TELEPHONE:You can vote by telephone by following the easy instructions on the WHITE proxy card or voting instruction form.~~
—	~~VIA MAIL:~~ We are encouraging all stockholders to submit their proxies by Internet or by telephone, given the circumstances relating to the novel coronavirus (COVID-19). You may also sign, date and return the enclosed WHITE proxy card or voting instruction form to the address indicated on the card or form, but we strongly encourage you to use this option only if you do not have access to a touch-tone telephone or to the Internet.

~~14.~~

~~What is the deadline for voting my shares?~~

the instructions. Stockholders of record who have received a notice of the Internet availability of the proxy materials by mail must have the control number that appears on their notice available when voting. Stockholders of record who received notice of the Internet availability of the proxy materials by e-mail must have the control number included in the e-mail available when voting. Stockholders of record who have received a proxy card by mail must have the control number that appears on their proxy card available when voting. Most stockholders who are beneficial owners of their shares living in the United States or Canada and who have received a voting instruction card by mail may vote by phone by calling the number specified on the voting instruction card provided by their broker, trustee, or nominee. Those stockholders should check the voting instruction card for telephone voting availability.

•VIA MAIL: Stockholders who have received a paper copy of a proxy card or voting instruction card by mail may submit proxies by completing, signing and dating their proxy card or voting instruction card and mailing it in the accompanying pre-addressed envelope.

18.What is the deadline for voting my shares?

If you hold shares as the stockholder of record or as a beneficial owner, your vote by proxy must be received before the polls close during the annual meeting.

If you hold shares in the HP 401(k) Plan, your voting instructions must be received by ~~[ ],~~11:59 p.m., Eastern Time, on ~~[ ], 2020~~April 19, 2023 for the trustee to vote your shares. If you are the beneficial owner of shares held through a broker, trustee, or other nominee (including any shares held as a result of your participation in HP’s 2011 Employee Stock Purchase Plan (the “ESPP”)), please follow the voting instructions provided by your broker, trustee or nominee. The deadline to provide voting instructions for shares you hold as a beneficial owner may be earlier than the deadline provided above.

~~15.~~

~~May I change my vote or revoke my proxy?~~

19.May I change my vote or revoke my proxy?

You may change your vote or revoke your proxy at any time prior to the vote during the annual meeting, except that any change to your voting instructions for shares held in the HP 401(k) Plan must be provided by ~~[ ],~~11:59 p.m., Eastern Time, on ~~[ ], 2020~~April 19, 2023 as described above.

If you are the stockholder of record, you may change your vote by: (1) granting a new proxy bearing a later date (which automatically revokes the earlier proxy); (2) providing a written notice of revocation to the Corporate Secretary at the address below in Question 2632 prior to your shares being voted; or (3) ~~attending~~participating in the meeting and voting your shares electronically during the annual meeting. Participation in ~~person. Attendance at~~ the annual meeting will not ~~by itself revoke~~cause your previously granted proxy to be revoked unless you specifically make that request. If you are a ~~proxy. For shares you hold beneficially in the name of a broker, trustee, or other nominee,~~beneficial owner you may change your vote by submitting new voting instructions to your broker, trustee, or nominee, or by ~~attending~~participating in the meeting and ~~if you have obtained a legal proxy from your broker or nominee giving you the right to vote~~electronically voting your shares ~~voting~~during the meeting (except that shares held in ~~person.~~

~~If you have previously signed a proxy card sent to you by Xerox or otherwise~~the HP 401(k) Plan cannot be voted according to instructions provided by Xerox, you may change your vote by voting via the Internet or by telephone by following the easy instructions provided on the enclosed WHITE proxy card. You may also sign, date and return the enclosed WHITE proxy card to the address indicated on the card, but we strongly encourage you to use this option only if you do not have access to a touch-tone telephone or to the Internet. Submitting a later-dated vote using Xerox’s blue proxy card will revoke any votes you previously made using the Company’s WHITE proxy card.

~~16.~~

~~Are stockholders entitled to exercise appraisal rights in connection with any matter identified in this proxy statement to be acted upon at the annual meeting?~~

~~Stockholders will not have rights of appraisal or similar dissenters' rights with respect to any of the matters identified in this proxy statement to be acted upon~~electronically at the annual ~~meeting.~~

~~17.~~

~~Is my vote confidential?~~

meeting).

20.Is my vote confidential?

Proxy instructions, ballots and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed, either within HP or to third parties, except: (1) as necessary to meet applicable legal requirements; (2) to allow for the tabulation of votes and certification of the votes; and (3) to facilitate a successful proxy solicitation. Occasionally, stockholders provide on their proxy card written comments, which are then forwarded to management.

21.What if I have questions for our transfer agent?

Please contact our transfer agent, at the phone number or address listed below, with questions concerning stock certificates, dividend checks, transfer of ownership, or other matters pertaining to your stock account.

EQ Shareowner Services
1110 Centre Pointe Curve, Suite 101
Mendota Heights, MN 55120-4100
1-800-286-5977 (U.S. and Canada)
1-651-450-4064 (International)

~~18.~~	~~Who can answer my questions about how to vote?~~
2023 PROXY STATEMENT			85

~~If you need assistance in voting your shares, you may call~~


Other Matters

A dividend reinvestment and stock purchase program is also available through our ~~proxy solicitor, Innisfree M&A Incorporated (“Innisfree”), TOLL-FREE at (877) 750-5838 (from~~transfer agent. For information about this program, please contact our EQ Shareowner Services transfer agent as follows:

EQ Shareowner Services

1110 Centre Pointe Curve, Suite 101

Mendota Heights, MN 55120-4100

1-800-286-5977 (U.S. and Canada)

1-651-450-4064 (International)

22.How can I attend the ~~U.S. and Canada). From other countries, you may call Innisfree at +1 (412) 232-3651.~~

~~Proxy Statement~~

annual meeting?

~~Table of Contents~~

~~Other Matters~~

~~19.~~

~~How can I attend the annual meeting?~~

~~The~~This year’s annual meeting will be ~~held at [_______________] on [_______________], 2020. Directions to [_______________] can~~a completely virtual meeting of stockholders, which will be ~~found at [_______________].~~

conducted through an audio webcast. You are entitled to ~~attend~~participate in the annual meeting only if you were an HP stockholder ~~of record~~or joint holder as of the close of business on ~~[ ], 2020~~February 23, 2023 or if you hold a valid proxy for the annual meeting.

~~All stockholders~~

You will be ~~required~~able to ~~present a valid form~~attend the annual meeting of ~~photo identification, such as a driver’s license~~stockholders online and submit your questions before and during the meeting by visiting www.virtualshareholdermeeting.com/HPQ2023. You also will be able to vote your shares electronically at the annual meeting (other than shares held through the HP 401(k) Plan, which must be voted prior to the meeting).

To participate in the annual meeting, you will need the 16-digit control number included on your notice of Internet availability of the proxy materials, on your proxy card or ~~passport, and a printed admission ticket, which you can obtain and print by [ ].~~on the instructions that accompanied your proxy materials. If you ~~are a stockholder of record,~~have any questions about your ~~name~~control number, please contact the bank, broker, or other nominee that holds your shares.

The meeting webcast will ~~be verified against~~begin promptly at 2:00 p.m., Pacific Time. We encourage you to access the meeting prior to the start time. Online access to the meeting will open at 1:30 p.m., Pacific Time, and you should allow ample time to log in to the meeting webcast and test your computer audio system.

Information as to how to obtain the list of stockholders ~~of record on the record date prior~~entitled to your admission to the annual meeting. If you are not a stockholder of record but hold shares through a broker, trustee or nominee, you must provide proof of beneficial ownership on the record date, such as your most recent account statement prior to [ ], 2020 or other similar evidence of ownership.

No cameras, laptops, recording equipment, other similar electronic devices, signs, placards, briefcases, backpacks, large bags, or packages will be permitted in the annual meeting. We reserve the right to deny admittance to any stockholder who attempts to bring any such item into the annual meeting. Small purses are permissible, but they and any bags or packages permitted in the meeting room will be subject to inspection.

We are actively monitoring the public health concerns relating to the novel coronavirus (COVID-19) and the protocols and recommendations that federal, state, and local governments may impose. Our headquarters are located in the County of Santa Clara, California, which on March 16, 2020 announced the implementation of “shelter in place” orders prohibiting virtually all group gatherings through April 7, 2020. We do not know if these restrictions or similar restrictions will remain in place on the date of the annual meeting. In order to comply with applicable legal restrictions and in order to promote the health and safety of the attendeesvote at the annual meeting ~~we may take actions including changing~~will be available during the ~~time, date or location~~ten days preceding the annual meeting at the website for the annual meeting: www.virtualshareholdermeeting.com/HPQ2023.

23.What is the pre-meeting forum and how can I access it?

The online format for the annual meeting allows us to communicate more effectively with you. Our pre-meeting forum, where you can submit questions in advance of the ~~meeting; conducting~~annual meeting, can be entered by visiting www.proxyvote.com/HP. We respond to all stockholder submissions received through the forum in writing on our investor relations website.

24.Why a virtual meeting?

Hosting a virtual meeting enables increased stockholder attendance and participation since stockholders can participate from any location around the world. You will be able to attend the annual meeting of stockholders online and submit your questions during the meeting ~~in whole or in part~~ by ~~means of remote communication (including holding a virtual meeting); or imposing additional procedures or limitations on meeting attendees. If we take any of these steps, we~~visiting www.virtualshareholdermeeting.com/HPQ2023. You also will ~~publicly announce them prior to the annual meeting. As always, we strongly encourage you~~be able to vote your shares ~~by proxy~~electronically at the annual meeting (other than shares held through the HP 401(k) Plan, which must be voted prior to the meeting).

25.What if during the check-in time or during the meeting ~~and, further, we strongly encourage~~I have technical difficulties or trouble accessing the virtual meeting website?

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call:

1-855-449-0991 (Toll-free)

1-720-378-5962 (Toll line)

26.How many shares must be present or represented to ~~submit your proxies electronically—by telephone or by Internet—by following~~conduct business at the easy instructions on the enclosed WHITE proxy card. Your vote is important, and voting electronically should facilitate the timely receipt of your proxy despite any potential disruptions in mail service due to COVID-19.

~~20.~~

~~How many shares must be present or represented to conduct business at the annual meeting?~~

annual meeting?

The quorum requirement for holding the annual meeting and transacting business is that holders of a majority of shares of HP common stock entitled to vote must be present in person or represented by proxy. Both abstentions and broker non-votes ~~if any,~~ described previously in Question 812 above are counted for the purpose of determining the presence of a quorum.


86


			Other Matters

27.What constitutes a quorum for the annual meeting, and what happens if a quorum is not present at the annual meeting?

A ~~broker non-vote occurs with respect to~~quorum for the annual meeting is established if the holders of a ~~proposal when a broker, trustee, or other nominee has discretionary authority~~majority in voting power of our stock issued and outstanding and entitled to vote on one or more proposals to be voted on at a meeting of stockholders but is not permitted to vote on other proposals without instructions from the beneficial owner and the beneficial owner fails to provide the nominee with such instructions. Because of the contested nature of the election of Directors, under the rules of the NYSE, if you are the beneficial owner of shares rather than the stockholder of record and receive proxy materials from Xerox, your broker will not be able to vote your shares with respect to any of the proposals to be voted at the annual meeting whether routine or not, unless they receive your instructions. Accordingly, while abstentions will continue to count for purposes of determining the presence of a quorum, if you receive proxy materials from Xerox, failure to provide instructions to your broker, trustee, or other nominee on how to vote your shares will result in your shares not being counted asare present in ~~determining the presence of a quorum at this annual meeting.~~

~~21.~~

~~What if a quorum is not present at the annual meeting?~~

person or by proxy. If a quorum is not present at the scheduled time of the annual meeting, then either the chairman of the annual meeting or the stockholders by vote of the holders of a majority of the stock present in person or represented by proxy at the annual meeting are authorized by our Bylaws to adjourn the annual meeting until a quorum is present or represented.

~~22.~~

~~What happens if additional matters are presented at the annual meeting?~~

28.What happens if additional matters are presented at the annual meeting?

Other than the ~~six~~five items of business described in this proxy statement, we are not aware of any other business to be acted upon at the annual meeting. If you grant a proxy, ~~pursuant to the WHITE proxy card,~~ the persons named as proxy holders, Enrique Lores, ~~Steven J. Fieler,~~Julie Jacobs and ~~Kim M. Rivera,~~Rick Hansen, will have the discretion to vote your shares on any additional matters properly presented for a vote at the meeting. In the event that any nominee should become unavailable, the proxy holders, Enrique Lores, ~~Steven J. Fieler~~Julie Jacobs and ~~Kim M. Rivera,~~Rick Hansen, will vote for a substitute nominee or

~~www.hpannualmeeting.com~~

~~Table of Contents~~

~~Other Matters~~

nominees designated by the Board, unless the Board decides to decrease the size of the Board. If any substitute nominees are so designated, we will file an amended proxy statement or additional soliciting material that, as applicable, identifies the substitute nominees, discloses that such nominees have consented to being named in the amended proxy statement or additional soliciting material and to serve as directors if elected, and includes certain biographical and other information about such nominees required by the applicable SEC rules.

~~23.~~

~~Who will serve as inspector of elections?~~

29.Who will serve as inspector of elections?

The inspector of elections will be a representative from an independent firm, ~~[ ].~~

~~24.~~

~~Where can I find the voting results of the annual meeting?~~

Broadridge.

30.Where can I find the voting results of the annual meeting?

We ~~expect~~intend to announce preliminary voting results ~~based on the advice of our proxy solicitor shortly after~~at the annual meeting and publish ~~preliminary~~final results ~~based on the preliminary tabulation by the independent Inspector of election~~ in a Current Report on Form 8-K to be filed with the SEC within four business days of the annual meeting. ~~Final results will be reported in a Current Report on Form 8-K to be filed with the SEC as soon as the final certified tabulation is available from the independent inspector of elections.~~

~~25.~~

31.

Who ~~will bear the cost for the solicitation of proxies by HP?~~

~~This solicitation of proxies is authorized by, and made on behalf of, our Board, and we~~ will bear the cost for the solicitation of proxies by HP?

HP is making this solicitation and will pay the entire cost of preparing, assembling, printing, mailing, and distributing the notices and these proxy materials and soliciting ~~proxies on the WHITE proxy card.~~votes. In addition to the mailing of the notices and these proxy materials, the solicitation of proxies or votes may be made in person, by telephone, or by electronic communication by certain of our Directors, officers, and employees, ~~named in Annex B,~~ who will not receive any additional compensation for such solicitation activities. ~~Additional information about persons who are participants in this proxy solicitation is set forth in Annex B.~~

~~As a result of the potential proxy solicitation by Xerox, we will incur additional costs in connection with our solicitation of proxies.~~

We have hired Innisfree M&A Incorporated (“Innisfree”) and Alliance Advisors LLC (“Alliance”) to assist us in the solicitation of votes described above. We will pay Innisfree a base fee of ~~approximately $[ ]~~$20,000 and Alliance a base fee of $35,000 plus ~~out-of-pocket expenses.~~customary costs and expenses for these services. We have agreed to indemnify Innisfree against certain liabilities arising out of or in connection with these services. ~~Innisfree expects that approximately [ ] of its employees will assist in the solicitation.~~ We also will reimburse brokerage houses and other custodians, nominees and fiduciaries for forwarding proxy and solicitation materials to stockholders.

~~We estimate that our additional out-of-pocket expenses beyond those normally associated with soliciting proxies~~

32.What is the deadline to propose actions (other than Director nominations) for ~~the~~consideration at next year’s annual meeting ~~and incurred in connection with preparing for a potential contested solicitation~~ of ~~proxies will be $[ ] in the aggregate, of which approximately $[ ] has been incurred to date.~~

~~26.~~

~~What is the deadline to propose actions (other than Director nominations) for consideration at next year’s annual meeting of stockholders?~~

stockholders?

You may submit proposals for consideration at future stockholder meetings. For a stockholder proposal to be considered for inclusion in our proxy statement for the annual meeting next year, the Corporate Secretary must receive the written proposal at our principal executive offices no later than ~~[ ].~~October 27, 2023. Such proposals also must comply with SEC regulations under Rule 14a-8 regarding the inclusion of stockholder proposals in Company-sponsored proxy materials. Proposals should be addressed to our Corporate Secretary at HP Inc., 1501 Page Mill Road, Palo Alto, California 94304.

For a stockholder proposal that is not intended to be included in our proxy statement for next year’s annual meeting under Rule 14a-8, the stockholder must provide the information required by our Bylaws and give timely notice to the Corporate Secretary in accordance with our Bylaws, which, in general, require that the notice be received by the Corporate Secretary:

—	~~not earlier than the close of business on [ ]; and~~
—	~~not later than the close of business on [ ].~~

•not earlier than the close of business on December 26, 2023; and

•not later than the close of business on January 25, 2024.

If the date of the stockholder meeting is moved more than 30 days before or 60 days after the anniversary of our annual meeting for the prior year, then notice of a stockholder proposal that is not intended to be included in our proxy statement under Rule 14a-8 must be received no earlier than the close of business 120 days prior to the meeting and not later than the close of business on the later of the following two dates:

—

•90 days prior to the meeting; and

•10 days after public announcement of the meeting date.


—2023 PROXY STATEMENT			~~10 days after public announcement of the meeting date.~~87

~~Proxy Statement~~		87
Other Matters

~~Table of Contents~~

~~Other Matters~~

Deadlines for the nomination of Director candidates are discussed in Question 2834 below.

~~27.~~

~~How may I recommend individuals to serve as Directors and what is the deadline for a Director recommendation?~~

33.How may I recommend individuals to serve as Directors and what is the deadline for a Director recommendation?

You may recommend Director candidates for consideration by the NGSR Committee. Any such recommendations should include verification of the stockholder status of the person submitting the recommendation and the nominee’s name and qualifications for Board membership and should be directed to the Corporate Secretary at ~~the address of our principal executive offices set forth in Question 26 above.~~HP Inc., 1501 Page Mill Road, Palo Alto, California 94304. See ~~“—Identifying~~“Identifying and Evaluating Candidates for Directors” above for more information regarding our Board membership criteria.

A stockholder may send a recommended Director candidate’s name and information to the Board at any time. Generally, such proposed candidates are considered at the first or second Board meeting prior to the issuance of the proxy statement for our annual meeting.

~~28.~~

~~How may I nominate individuals to serve as Directors and what are the deadlines for a Director nomination?~~

34.How may I nominate individuals to serve as Directors and what are the deadlines for a Director nomination?

Our Bylaws permit stockholders to nominate Directors for consideration at an annual meeting. To nominate a Director for consideration at an annual meeting, a nominating stockholder must provide the information required by our Bylaws and give timely notice of the nomination to the Corporate Secretary in accordance with our Bylaws, and each nominee must meet the qualifications required by our Bylaws. To nominate a Director for consideration at next year’s annual meeting (but not for inclusion in our annual proxy statement), ~~in general~~ the notice must be received by the Corporate Secretary at HP Inc., 1501 Page Mill Road, Palo Alto, California 94304, between the close of business on ~~[ ], 2020~~December 26, 2023 and the close of business on ~~[ ],~~January 25, 2024, unless the annual meeting is moved by more than 30 days before or 60 days after the anniversary of the prior year’s annual meeting, in which case the deadline will be as described in Question 2632 above.

In addition, our Bylaws provide that under certain circumstances, a stockholder or group of stockholders may seek to include Director candidates that they have nominated in our annual meeting proxy statement. These proxy access provisions of our Bylaws provide, among other things, that a stockholder or group of up to 20 stockholders seeking to include Director candidates in our annual meeting proxy statement must own 3% or more of HP’s outstanding common stock continuously for at least the previous three years. The number of stockholder-nominated candidates appearing in any annual meeting proxy statement cannot exceed 20% of the number of Directors in office as of the last day on which a request to include a stockholder-nominated candidate may be delivered in accordance with our Bylaws. If 20% is not a whole number, the maximum number of stockholder-nominated candidates would be the closest whole number below 20%. Nominees submitted under the proxy access procedures that are later withdrawn or are included in the proxy materials as Board-nominated candidates will be counted in determining whether the 20% maximum has been reached. If the number of stockholder-nominated candidates exceeds 20%, each nominating stockholder or group of stockholders may select one nominee for inclusion in our proxy materials until the maximum number is reached. The order of selection would be determined by the amount (largest to smallest) of shares of HP common stock held by each nominating stockholder or group of stockholders. The nominating stockholder or group of stockholders also must deliver the information required by our Bylaws, and each nominee must meet the qualifications required by our Bylaws. Requests to include stockholder-nominated candidates in our proxy materials for next year’s annual meeting must be received by the Corporate ~~Secretary:~~

—	~~not earlier than the close of business on [ ]; and~~
—	~~not later than the close of business on [ ].~~

~~29.~~

~~How may I obtain a copy of the provisions of our Bylaws regarding stockholder proposals and Director nominations?~~

Secretary at HP Inc., 1501 Page Mill Road, Palo Alto, California 94304:

•not earlier than the close of business on November 26, 2023; and

•not later than the close of business on December 26, 2023.

In addition, to comply with Rule 14a-19 under the Exchange Act, the SEC’s universal proxy rule, if a stockholder intends to solicit proxies in support of director nominees submitted under the advance notice provisions of our Bylaws for next year’s annual meeting, then such stockholder must provide proper written notice that sets forth all the information required by Rule 14a-19 under the Exchange Act to the Corporate Secretary at the address above by February 24, 2024 (or, if next year’s annual meeting is called for a date that is more than 30 days before or more than 30 days after the first anniversary of this year’s annual meeting, then notice must be provided not later than the close of business on the later of the 60th day prior to the date of the 2024 annual meeting of stockholders or the 10th day following the day on which public announcement of the date of such meeting is first made by HP). The notice requirements under Rule 14a-19 are in addition to the applicable advance notice requirements under our Bylaws as described above.

35.How may I obtain a copy of the provisions of our Bylaws regarding stockholder proposals and Director nominations?

You may contact the Corporate Secretary at our principal executive offices, HP Inc., 1501 Page Mill Road, Palo Alto, California 94304, for a copy of the relevant Bylaws provisions regarding the requirements for making stockholder proposals and nominating Director candidates. Our Bylaws are also available on our investor relations website athttps://~~investor.hp.com~~investor.hp.com.

36..Who can help answer my questions?

~~30.~~

~~Will HP “household” its proxy materials?~~

SEC rules allow a single copy of the proxy materials to be delivered to multiple stockholders sharing the same address and last name, or who we reasonably believe are members of the same family and who consent to receive a single copy of these materials in a manner provided by these rules. This practice is referred to as “householding”.

~~www.hpannualmeeting.com~~

~~Other Matters~~

Due to the contested nature of the solicitation, we do not intend to enable householding of our proxy materials this year to stockholders sharing an address. This means that stockholders who share an address will each be mailed a separate copy of the proxy materials.

If you are a stockholder of record who (i) has not already consented to receive a single copy of annual meeting proxy materials and would like to do so for uncontested annual meetings in the future or (ii) has previously consented to receive a single copy of annual meeting proxy materials (in the event “householding” is applicable) and would like to receive separate copies of these materials for uncontested annual meetings in the future, please contact our transfer agent, EQ Shareowner Services, at 1110 Centre Pointe Curve, Suite 101, Mendota Heights, MN 55120-4100 or by calling 1-800-286-5977 from the U.S. or Canada or 1-651-450-4064 from other countries.

If you are the beneficial owner of shares held through a broker, trustee, or other nominee and you wish to receive a separate set of proxy materials for future uncontested meetings or if you wish to receive one copy of these materials per household in the future, please contact your broker, trustee or other nominee.

Additional copies of our proxy materials are available upon request to our proxy solicitor, Innisfree M&A Incorporated, whose contact information is shown below. Please note however, that if you hold shares in “street name,” you must use the voting instruction form provided by your broker, trustee or other nominee to instruct your broker, trustee or other nominee how to vote your shares on your behalf.

~~31.~~

~~Who can help answer my questions about the annual meeting?~~

If you have any questions about the annual meeting or how to vote or revoke your proxy, ~~please~~you should contact our proxy ~~solicitor:~~

~~Innisfree M&A Incorporated~~
~~501 Madison Avenue, 20~~^th~~Floor~~
~~New York, New York 10022~~
~~Stockholders: (877) 750-5838 (Toll-free from the U.S. and Canada)~~
~~or +1 (412) 232-3651 (from other countries)~~
~~Banks and brokers (call collect):~~
~~(212) 750-5833~~

solicitors:

~~Proxy Statement~~

~~Table of Contents~~

~~HP Inc. 2021 Employee Stock Purchase Plan~~

1.	~~PURPOSE.~~
Alliance Advisors LLC 200 Broadacres Drive, 3rd Floor Bloomfield, NJ 07003 (855) 796-2123 HPQ@allianceadvisors.com			~~The purpose of this Plan is to provide an opportunity for Employees of HP Inc. (the “Corporation”)~~ Innisfree M&A Incorporated Stockholders: (877) 750-5838 (Toll-free from the U.S. and ~~its Designated Affiliates to purchase Common Stock of the Corporation~~Canada) (412) 232-3651 (International) Banks and thereby to have an additional incentive to contribute to the prosperity of the Corporation. It is the intention of the Corporation that the Plan qualify as an “Employee Stock Purchase Plan” under Section 423 of the Internal Revenue Code of 1986, as amended, although the Corporation makes no undertaking nor representation to maintain such qualification. In addition, this Plan document authorizes the grant of options under a non-423 Plan which do not qualify under Section 423 of the Code pursuant to rules, procedures or sub-plans adopted by the Board (or its designate) designed to achieve desired tax or other objectives.brokers (call collect): (212) 750-5833


88

Forward-Looking Statements

This proxy statement contains forward-looking statements based on current expectations and assumptions that involve risks and uncertainties. If the risks or uncertainties ever materialize or the assumptions prove incorrect, they could affect the business and results of operations of HP and its consolidated subsidiaries which 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, but not limited to, any statements regarding the impact of the COVID-19 pandemic; projections of net revenue, margins, expenses, effective tax rates, net earnings, net earnings per share, cash flows, benefit plan funding, deferred taxes, share repurchases, foreign currency exchange rates or other financial items; any projections of the amount, timing or impact of cost savings or restructuring and other charges, planned structural cost reductions and productivity initiatives; any statements of the plans, strategies and objectives of management for future operations, including, but not limited to, our business model and transformation, our sustainability goals, our go-to-market strategy, the execution of restructuring plans and any resulting cost savings (including the fiscal 2023 plan), net revenue or profitability improvements or other financial impacts; any statements concerning the expected development, demand, performance, market share or competitive performance relating to products or services; any statements concerning potential supply constraints, component shortages, manufacturing disruptions or logistics challenges; any statements regarding current or future macroeconomic trends or events and the impact of those trends and events on HP and its financial performance; any statements regarding pending investigations, claims, disputes or other litigation matters; any statements of expectation or belief as to the timing and expected benefits of acquisitions and other business combination and investment transactions (including the recent acquisition of Poly); and any statements of assumptions underlying any of the foregoing. Forward-looking statements can also generally be identified by words such as “future,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,” “will,” “would,” “could,” “can,” “may,” and similar terms. Risks, uncertainties and assumptions include the factors discussed in “Risk Factors” in Item 1A of Part I of HP’s Annual Report on Form 10-K for the fiscal year ended October 31, 2022 and that are otherwise described or updated from time to time in HP’s other filings with the SEC. The forward-looking statements in this report are made as of the date of this filing and HP assumes no obligation and does not intend to update these forward-looking statements.

Forward-looking and other statements in this report may also address our corporate sustainability or responsibility progress, plans, and goals (including environmental matters), and the inclusion of such statements is not an indication that these contents are necessarily material to investors or required to be disclosed in HP’s filings with the SEC. In addition, historical, current, and forward-looking sustainability-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future.


2.2023 PROXY STATEMENT			~~DEFINITIONS.~~89


			~~(a)~~			~~“Affiliate”~~shall mean any (i) Subsidiary and (ii) any other entity other than the Corporation in an unbroken chain of entities beginning with the Corporation if, at the time of the granting of the option, each of the entities, other than the last entity in the unbroken chain, owns or controls 50 percent or more of the total ownership interest in one of the other entities in such chain.
			~~(b)~~

Reconciliation of GAAP Measures to
Non-GAAP Measures

In this proxy statement, HP discloses the following non-GAAP financial measures:

•Non-GAAP operating profit: Non-GAAP operating profit is a non-GAAP measure that is defined as GAAP operating profit, exclusive of costs related to restructuring and other charges, acquisition and divestiture charges, amortization of intangible assets and Russia exit charges. Management uses non-GAAP operating profit to evaluate and forecast our performance before gains, losses, or other charges that are considered by management to be outside of our core business segment operating results. We believe that presenting non-GAAP operating profit provides investors with greater visibility with respect to the information used by management in its financial and operational decision making. We further believe that providing this additional non-GAAP information helps investors understand our operating performance and evaluate the efficacy of the methodology and information used by management to evaluate and measure such performance. This additional non-GAAP information is not intended to be considered in isolation or as a substitute for GAAP operating profit.

•Non-GAAP free cash flow: Non-GAAP free cash flow is a non-GAAP measure that is defined as net cash provided by operating activities adjusted for net investments in leases and net investments in property, plant and equipment. HP’s management uses non-GAAP free cash flow for the purpose of determining the amount of cash available for investment in HP’s businesses, repurchasing stock and other purposes. HP’s management also uses non-GAAP free cash flow to evaluate HP’s historical and prospective liquidity. This additional non-GAAP information is not intended to be considered in isolation or as a substitute for net cash provided by operating activities.

	~~“Board”~~~~shall mean the Board of Directors of the Corporation.~~
		~~(c)~~Twelve months ended
(in millions)		~~“Code”~~~~shall mean the Internal Revenue Code~~October 31, 2022
GAAP operating profit			$	4,676
Non-GAAP adjustments:
Restructuring and other charges			233
Acquisition and divestiture charges			318
Amortization of ~~1986, of the USA, as amended. Any reference to a section of the Code herein shall be a reference to any successor or amended section of the Code.~~intangible assets			228
Russia exit charges			23
Non-GAAP operating profit			$	5,478


			~~(d)~~		~~“Code Section 423 Plan”~~~~shall mean an employee stock purchase plan which is designed to meet the requirements set forth in Code Section 423.~~Twelve months ended
(in millions)			~~(e)~~		~~“Committee”~~~~shall mean the committee appointed by the Board in accordance with Section 14 of the Plan.~~October 31, 2022
			~~(f)~~	~~“Common Stock”~~~~shall mean the Common Stock of the Corporation, or any stock into which such Common Stock may be converted.~~
	~~(g)~~	~~“Compensation”~~~~shall mean an Employee’s base~~GAAP net cash compensation, commissions and shift premiums paid on account of personal services rendered by the Employee to the Corporation or a Designated Affiliate, but shall exclude payments for overtime, incentive compensation, incentive payments and bonuses, with any modifications determined by the Committee. The Committee shall have the authority to determine and approve all forms of pay to be included in the definition of Compensation and may change the definition on a prospective basis.
	~~(h)~~	~~“Contributions”~~shall mean the payroll deductions (to the extent permitted under applicable local law) and other additional payments that the Corporation may allow to be made by a Participant to fund the exercise of options granted pursuant to the Plan if payroll deductions are not permitted under applicable local law.
	~~(i)~~	~~“Corporation”~~~~shall mean HP Inc., a Delaware corporation.~~
	~~(j)~~	~~“Designated Affiliate”~~shall mean an Affiliate that has been designated by the Committee as eligible to participate in the Plan with respect to its Employees. In the event the Designated Affiliate is not a Subsidiary, it shall be designated for participation in the Non-423 Plan.
	~~(k)~~	~~“Employee”~~shall mean an individual classified as an employee (within the meaning of Code Section 3401(c) and the regulations thereunder or as otherwise determined under applicable local law) by the Corporation or a Designated Affiliate on the Corporation’s or such Designated Affiliate’s payroll records during the relevant participation period. Employees shall not include individuals whose customary employment is for not more than five (5) months in any calendar year (except those Employees in such category the exclusion of whom is not permitted under applicable local law) or individuals classified as independent contractors.
	~~(l)~~	~~“Entry Date”~~~~shall mean the first Trading Day of the Offering Period.~~

~~www.hpannualmeeting.com~~

~~Table of Contents~~

~~Annex A: HP Inc. 2021 Employee Stock Purchase Plan~~

	~~(m)~~	~~“Fair Market Value”~~shall be the closing sales price for the Common Stock (or the closing bid, if no sales were reported) as quoted on the New York Stock Exchange on the date of determination if that date is a Trading Day, or if the date of determination is not a Trading Day, the last market Trading Day prior to the date of determination, as reported in The Wall Street Journal or such other source as the Committee deems reliable.
	~~(n)~~	~~“Non-423 Plan”~~~~shall mean an employee stock purchase plan which does not meet the requirements set forth in Code Section 423.~~
	~~(o)~~	~~“Offering Period”~~shall mean the period of six (6) months during which an option granted pursuant to the Plan may be exercised, commencing on the first Trading Day on or after May 1 and November 1, respectively. The duration and timing of Offering Periods may be changed or modified by the Committee.
	~~(p)~~	~~“Participant”~~~~shall mean a participant in the Plan as described in Section 5 of the Plan.~~
	~~(q)~~	~~“Plan”~~~~shall mean this Employee Stock Purchase Plan which includes: (i) a Code Section 423 Plan and (ii) a Non-423 Plan.~~
	~~(r)~~	~~“Purchase Date”~~~~shall mean the last Trading Day of each Offering Period.~~
	~~(s)~~	~~“Purchase Price”~~~~shall mean 95% of the Fair Market Value of a share of Common Stock on the Purchase Date; provided however, that the Purchase Price may be adjusted by the Committee pursuant to Section 7.4.~~
	~~(t)~~	~~“Shareowner”~~~~shall mean a record holder of shares entitled to vote shares of Common Stock under the Corporation’s by-laws.~~
	~~(u)~~	~~“Subsidiary”~~~~shall mean any corporation (other than the Corporation) in an unbroken chain of corporations beginning with the Corporation, as described in Code Section 424(f).~~
	~~(v)~~	~~“Trading Day”~~~~shall mean a day on which U.S. national stock exchanges and the national market system are open for trading.~~

3.	~~ELIGIBILITY.~~
	Any Employee regularly employed on a full-time or part-time (20 hours or more per week on a regular schedule) basis, or on any other basis as determined by the Corporation (if required under applicable local law) for purposes of the Non-423 Plan or any separate offering under the Code Section 423 Plan, by the Corporation or by any Designated Affiliate on an Entry Date shall be eligible to participate in the Plan with respect to the Offering Period commencing on such Entry Date, provided that the Committee may establish administrative rules requiring that employment commence some minimum period (e.g., one pay period) prior to an Entry Date to be eligible to participate with respect to the Offering Period beginning on that Entry Date. The Committee may also determine that a designated group of highly compensated Employees are ineligible to participate in the Plan so long as the excluded category fits within the definition of “highly compensated employee” in Code Section 414(q). No Employee may participate in the Plan if immediately after an option is granted the Employee owns or is considered to own (within the meaning of Code Section 424(d)) shares of stock, including stock which the Employee may purchase by conversion of convertible securities or under outstanding options granted by the Corporation, possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of the Corporation or of any of its Subsidiaries. All Employees who participate in the same offering under the Plan shall have the same rights and privileges under such offering, except for differences that may be needed to facilitate compliance with applicable local law, as determined by the Corporation and that are consistent with Code Section 423(b)(5); provided, however, that Employees participating in the Non-423 Plan by means of rules, procedures or sub-plans adopted pursuant to Section 15 need not have the same rights and privileges as Employees participating in the Code Section 423 Plan. The Board may impose restrictions on eligibility and participation of Employees who are officers and directors to facilitate compliance with federal or state securities laws or foreign laws.

4.	~~OFFERING PERIODS.~~
	The Plan shall be implemented by consecutive Offering Periods with a new Offering Period commencing on the first Trading Day on or after May 1 and November 1 of each year, or on such other date as the Committee shall determine, and continuing thereafter for six (6) months or until terminated pursuant to Section 13 hereof. The Committee shall have the authority to change the duration of Offering Periods (including the commencement dates thereof) with respect to future offerings without Shareowner approval if such change is announced at least five (5) days prior to the scheduled beginning of the first Offering Period to be affected thereafter; provided, however, that the Committee shall not change the duration of an Offering Period to be in excess of twenty-seven (27) months without prior Shareowner approval.

5.	~~PARTICIPATION.~~
	~~5.1~~	An Employee who is eligible to participate in the Plan in accordance with Section 3 may become a Participant by completing and submitting, on a date prescribed by the Committee prior to an applicable Entry Date, a completed payroll deduction authorization or, if applicable local law prohibits payroll deductions for the purpose of the Plan, other authorization stating the amount of Contributions to the Plan expressed as any whole percentage up to ten percent (10%) of the eligible Employee’s Compensation and Plan enrollment

~~Proxy Statement~~

~~Table of Contents~~

~~Annex A: HP Inc. 2021 Employee Stock Purchase Plan~~

		~~form~~ provided by the Corporation or by following an electronic or other enrollment process as prescribed by the Committee. Where applicable local law prohibits payroll deductions for the purpose of the Plan, the Corporation may permit a Participant to contribute amounts to the Plan through payment by cash, check or other means set forth in the Plan enrollment form prior to each Purchase Date of each Offering Period. An eligible Employee may authorize Contributions at the rate of any whole percentage of the Employee’s Compensation, not to exceed ten percent (10%) of the Employee’s Compensation. All payroll deductions may be held by the Corporation and commingled with its other corporate funds where administratively appropriate, except where applicable local law requires that Contributions to the Plan from Participants be segregated from the general corporate funds and/or deposited with an independent third party. No interest shall be paid or credited to the Participant with respect to such Contributions, unless required by local law. The Corporation shall maintain a separate bookkeeping account for each Participant under the Plan and the amount of each Participant’s Contributions shall be credited to such account. A Participant may not make any additional payments into such account.operating activities
			~~5.2~~$	Under procedures established by the Committee, a Participant may withdraw from the Plan during an Offering Period, by completing and filing a new payroll deduction authorization or, if applicable local law prohibits payroll deductions for the purpose of the Plan, other Contribution authorization and Plan enrollment form with the Corporation or by following electronic or other procedures prescribed by the Committee, prior to the change enrollment deadline established by the Corporation. If a Participant withdraws from the Plan during an Offering Period, his or her accumulated Contributions will be refunded to the Participant without interest. The Committee may establish rules limiting the frequency with which Participants may withdraw and re-enroll in the Plan and may impose a waiting period on Participants wishing to re-enroll following withdrawal.
	~~5.3~~	A Participant may change his or her rate of Contributions at any time by filing a new payroll deduction authorization or, if applicable local law prohibits payroll deductions for the purpose of the Plan, other authorization stating the amount of Contributions to the Plan expressed as any whole percentage up to ten percent (10%) of the eligible Employee’s Compensation and Plan enrollment form or by following electronic or other procedures prescribed by the Committee. If a Participant has not followed such procedures to change the rate of Contributions, the rate of Contributions shall continue at the originally elected rate throughout the Offering Period and future Offering Periods. In accordance with Section 423(b)(8) of the Code, the Committee may reduce a Participant’s Contributions to zero percent (0%) at any time during an Offering Period.
6.	~~TERMINATION OF EMPLOYMENT.~~
	In the event any Participant terminates employment with the Corporation or any of its Designated Affiliates for any reason (including death) prior to the expiration of an Offering Period, the Participant’s participation in the Plan shall terminate and all amounts credited to the Participant’s account shall be paid to the Participant or, in the case of death, to the Participant’s heirs or estate, without interest. Whether a termination of employment has occurred shall be determined by the Committee. The Committee may also establish rules regarding when leaves of absence or changes of employment status will be considered to be a termination of employment, including rules regarding transfer of employment among Designated Affiliates, Affiliates and the Corporation, and the Committee may establish termination-of-employment procedures for this Plan that are independent of similar rules established under other benefit plans of the Corporation and its Affiliates.
7.	~~OFFERING.~~
	~~7.1~~	Subject to adjustment as set forth in Section 10, the maximum number of shares of Common Stock that may be issued pursuant to the Plan shall be fifty million (50,000,000). If, on a given Purchase Date, the number of shares with respect to which options are to be exercised exceeds the number of shares then available under the Plan, the Corporation shall make a pro rata allocation of the shares remaining available for purchase in as uniform a manner as shall be practicable and as it shall determine to be equitable.
	~~7.2~~	Each Offering Period shall be determined by the Committee. Unless otherwise determined by the Committee, the Plan will operate with successive six (6) month Offering Periods commencing at the beginning of each fiscal year half. The Committee shall have the power to change the duration of future Offering Periods, without Shareowner approval, and without regard to the expectations of any Participants.
	~~7.3~~	Each eligible Employee who has elected to participate as provided in Section 5.1 shall be granted an option to purchase that number of shares of Common Stock (not to exceed 5,000 shares, subject to adjustment under Section 10 of the Plan) which may be purchased with the Contributions accumulated on behalf of such Employee during each Offering Period at the Purchase Price specified in Section 7.4 below, subject to the additional limitation that no Employee shall be granted an option to purchase Common Stock under the Plan at a rate which exceeds U.S. twenty-five thousand dollars (U.S. $25,000) of the Fair Market Value of such Common Stock (determined at the time such option is granted) for each calendar year in which such option is outstanding at any time. For purposes of the Plan, an option is “granted” on a Participant’s Entry Date. An option will expire upon the earlier to occur of (i) the termination of a Participant’s participation in the Plan; or (ii) the termination of an Offering Period. This section shall be interpreted so as to comply with Code Section 423(b)(8).

~~www.hpannualmeeting.com~~

~~Table of Contents~~

~~Annex A: HP Inc. 2021 Employee Stock Purchase Plan~~

	~~7.4~~	The Purchase Price under each option shall be a percentage (not less than eighty-five percent (85%)) established by the Committee (“Designated Percentage”) of the Fair Market Value of the Common Stock on the Purchase Date on which the Common Stock is purchased. The Committee may change the Designated Percentage with respect to any future Offering Period, but not below eighty-five percent (85%), and the Committee may determine with respect to any prospective Offering Period that the option price shall be the Designated Percentage of the Fair Market Value of the Common Stock on the Purchase Date.
	~~7.5~~	For purposes of the Code Section 423 Plan only, and unless the Committee otherwise determines, each Designated Affiliate shall be deemed to participate in a separate offering from the Corporation or any other Designated Affiliate, provided that the terms of participation within any such offering are the same for all Participants in such offering, as determined under Code Section 423.
	4,463
8.Non-GAAP adjustments:			~~PURCHASE OF STOCK.~~
Net investments in property, plant and equipment			Upon the expiration of each Offering Period, a Participant’s option shall be exercised automatically for the purchase of that number of whole shares of Common Stock which the accumulated Contributions credited to the Participant’s account at that time shall purchase at the applicable Purchase Price. Notwithstanding the foregoing, the Corporation or its designee may make such provisions and take such action as it deems necessary or appropriate for the withholding of taxes and/or social insurance contributions which the Corporation or its Designated Affiliate is required or permitted by applicable law or regulation of any governmental authority to withhold. Each Participant, however, shall be responsible for payment of all individual tax and social insurance contribution liabilities arising under the Plan.	(765)
9.Net investments in leases			~~PAYMENT AND DELIVERY.~~	155
Non-GAAP free cash flow			As soon as practicable after the exercise of an option, the Corporation shall deliver to the Participant a record of the Common Stock purchased and the balance of any amount of Contributions credited to the Participant’s account not used for the purchase, except as specified below. The Committee may permit or require that shares be deposited directly with a broker designated by the Committee or to a designated agent of the Corporation, and the Committee may utilize electronic or automated methods of share transfer. The Committee may require that shares be retained with such broker or agent for a designated period of time and/or may establish other procedures to permit tracking of disqualifying dispositions of such shares. The Corporation shall retain the amount of payroll deductions used to purchase Common Stock as full payment for the Common Stock and the Common Stock shall then be fully paid and non-assessable. No Participant shall have any voting, dividend, or other Shareowner rights with respect to shares subject to any option granted under the Plan until the shares subject to the option have been purchased and delivered to the Participant as provided in this Section 9.	$	3,853


~~10.~~90		~~RECAPITALIZATION.~~
	If after the grant of an option, but prior to the purchase of Common Stock under the option, there is any increase or decrease in the number of outstanding shares of Common Stock because of a stock split, stock dividend, combination or recapitalization of shares subject to options, the number of shares to be purchased pursuant to an option, the price per share of Common Stock covered by an option and the maximum number of shares specified in Section 7.1 may be appropriately adjusted by the Board, and the Board shall take any further actions which, in the exercise of its discretion, may be necessary or appropriate under the circumstances.
	~~The Board’s determinations under this Section 10 shall be conclusive and binding on all parties.~~
~~11.~~	~~MERGER, LIQUIDATION, OTHER CORPORATION TRANSACTIONS.~~
	In the event of the proposed liquidation or dissolution of the Corporation, the Offering Period will terminate immediately prior to the consummation of such proposed transaction, unless otherwise provided by the Board in its sole discretion, and all outstanding options shall automatically terminate and the amounts of all payroll deductions will be refunded without interest (except as may be required by applicable local law, as determined by the Corporation) to the Participants.
	In the event of a proposed sale of all or substantially all of the assets of the Corporation, or the merger or consolidation of the Corporation with or into another corporation, then in the sole discretion of the Board, (1) each option shall be assumed or an equivalent option shall be substituted by the successor corporation or parent or subsidiary of such successor corporation, (2) a date established by the Board on or before the date of consummation of such merger, consolidation or sale shall be treated as a Purchase Date, and all outstanding options shall be exercised on such date, or (3) all outstanding options shall terminate and the accumulated Contributions will be refunded without interest to the Participants.

~~Proxy Statement~~

~~Table~~Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLYTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. ! !! 3 Years1 Year 2 Years Abstain D97021-P85623 Stockholder Proposal 4. To approve, on an advisory basis, the frequency of ~~Contents~~

~~Annex A:~~future votes to approve, on an advisory basis, HP Inc. ~~2021 Employee Stock Purchase Plan~~

~~12.~~	~~TRANSFERABILITY.~~
	~~Options granted to Participants may not be voluntarily or involuntarily assigned, transferred, pledged, or otherwise disposed of in any way,~~and any attempted assignment, transfer, pledge, or other disposition shall be null and void and without effect. If a Participant in any mannerattempts to transfer, assign or otherwise encumber his or her rights or interests under the Plan, other than as set forth in Section 22 andas permitted by the Code, such act shall be treated as an election by the Participant to discontinue participation in the Plan pursuant toSection 5.2.
~~13.~~	~~AMENDMENT OR TERMINATION OF THE PLAN.~~
	~~13.1~~	~~The Plan shall continue until May 1, 2031 unless otherwise terminated in accordance with Section 13.2.~~
	~~13.2~~	's named executive officer compensation 3. To approve, on an advisory basis, HP Inc.'s named executive officer compensation The Board may, in its sole discretion, insofar as permitted by law, terminate or suspend the Plan, or revise or amend it in any respect Whatsoever, except that, without approval of the Shareowners, no such revision or amendment shall increase the number of shares subject to the Plan, other than an adjustment under Section 10 of the Plan.

~~14.~~	~~ADMINISTRATION.~~
	The Board shall appoint a Committee consisting of at least two members who will serve for such period of time as the Board may specify and whom the Board may remove at any time. The Committee will have the authority and responsibility for the day-to-day administration of the Plan, the authority and responsibility specifically provided in this Plan and any additional duty, responsibility and authority delegated to the Committee by the Board, which may include any of the functions assigned to the Board in this Plan. The Committee may delegate to one or more individuals the day-to-day administration of the Plan. The Committee shall have full power and authority to promulgate any rules and regulations which it deems necessary for the proper administration of the Plan, to interpret the provisions and supervise the administration of the Plan, to make factual determinations relevant to Plan entitlements and to take all action in connection with administration of the Plan as it deems necessary or advisable, consistent with the delegation from the Board. Decisions of the Board and the Committee shall be final and binding upon all participants. Any decision reduced to writing and signed by a majority of the members of the Committee shall be fully effective as if it had been made at a meeting of the Committee duly held. The Corporation shall pay all expenses incurred in the administration of the Plan. No Board or Committee member shall be liable for any action or determination made in good faith with respect to the Plan or any option granted hereunder.
~~15.~~	~~COMMITTEE RULES FOR FOREIGN JURISDICTIONS AND THE NON-423 PLAN.~~
	~~15.1~~	The Committee may adopt rules or procedures relating to the operation and administration of the Plan to accommodate the specific requirements of local laws and procedures. Without limiting the generality of the foregoing, the Committee is specifically authorized to adopt rules and procedures regarding handling of Contributions, payment of interest, conversion of local currency, payroll tax, withholding procedures and handling of stock certificates which vary with local legal requirements.
	~~15.2~~	The Committee may also adopt rules, procedures or sub-plans applicable to particular Affiliates or locations, which rules, procedures or sub-plans may be designed to be outside the scope of Code Section 423. The terms of such rules, procedures or sub-plans may take precedence over other provisions of this Plan, with the exception of Section 7.1, but unless otherwise expressly superseded by the terms of such rule, procedure or sub-plan, the provisions of this Plan shall govern the operation of the Plan. To the extent inconsistent with the requirements of Code Section 423, such rules, procedures or sub-plans shall be considered part of the Non-423 Plan, and the options granted thereunder shall not be considered to comply with Section 423.
~~16.~~	~~SECURITIES LAWS REQUIREMENTS.~~
	The Corporation shall not be under any obligation to issue Common Stock upon the exercise of any option unless and until the Corporation has determined that: (i) it and the Participant have taken all actions required to register the Common Stock under the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder or to perfect an exemption from the registration requirements thereof; (ii) any applicable listing requirement of any stock exchange on which the Common Stock is listed has been satisfied; and (iii) all other applicable provisions of state, federal and applicable foreign law have been satisfied.
~~17.~~	~~GOVERNMENTAL REGULATIONS.~~
	This Plan and the Corporation’s obligation to sell and deliver shares of its stock under the Plan shall be subject to the approval of any governmental authority required in connection with the Plan or the authorization, issuance, sale, or delivery of stock hereunder.

~~www.hpannualmeeting.com~~

~~Table~~ of ~~Contents~~

~~Annex A:~~Directors recommends you vote 1 YEAR on the following proposal: 2. To ratify the appointment of Ernst & Young LLP as HP Inc. ~~2021 Employee Stock Purchase Plan~~

~~18.~~	~~NO ENLARGEMENT OF EMPLOYEE RIGHTS.~~
	Nothing contained in this Plan shall be deemed to give any Employee the right to be retained in the employ or service of the Corporation or any Designated Affiliate or to interfere with the right of the Corporation or Designated Affiliate to discharge any Employee at any time.
~~19.~~	~~GOVERNING LAW.~~
	~~This Plan shall be governed by the laws of the State of Delaware, U.S.A., without regard to that State’s choice of law rules.~~
~~20.~~	~~EFFECTIVE DATE.~~
	~~This Plan shall be effective May 1, 2021, subject to approval of the Shareowners of the Corporation within 12 months before or after its adoption by the Board.~~
~~21.~~	~~REPORTS.~~
	~~Individual accounts shall be maintained~~'s independent registered public accounting firm for the fiscal year ending October 31, 2023 The Board of Directors recommends you vote AGAINST the following proposal: The Board of Directors recommends you vote FOR each Participant in the Plan. Statements of account shall be given to Participants at least annually, which statements shall set forth the amounts of Contributions, the Purchase Price, the number of shares purchased and the remaining cash balance, if any.
~~22.~~	~~DESIGNATION OF BENEFICIARY FOR OWNED SHARES.~~
	With respect to shares of Common Stock purchased by the Participant pursuant to the Plan and held in an account maintained by the Corporation or its assignee on the Participant’s behalf, the Participant may be permitted to file a written designation of beneficiary. The Participant may change such designation of beneficiary at any time by written notice. Subject to applicable local legal requirements, in the event of a Participant’s death, the Corporation or its assignee shall deliver such shares of Common Stock to the designated beneficiary.
	Subject to applicable local law, in the event of the death of a Participant and in the absence of a beneficiary validly designated who is living at the time of such Participant’s death, the Corporation shall deliver such shares of Common Stock to the executor or administrator of the estate of the Participant, or if no such executor or administrator has been appointed (to the knowledge of the Corporation), the Corporation in its sole discretion, may deliver (or cause its assignee to deliver) such shares of Common Stock to the spouse, dependent or relative of the Participant, or if no spouse, dependent or relative is known to the Corporation, then to such other person as the Corporation may determine.

~~Proxy Statement~~

~~Table of Contents~~

The following tables (“Directors and Nominees” and “Executive Officers and Other Employees”) set forth the name and business address of our current Directors and Director nominees, and the name, present principal occupation and business address of our executive officers and employees who, under the rules of the ~~Securities and Exchange Commission, are considered~~following proposals: 5. Stockholder proposal requesting stockholders' right to ~~be participants in our solicitation of proxies from our stockholders in connection with our annual meeting (collectively, the “Participants”).~~

~~Directors and Nominees~~

~~The principal occupations of our current Directors and Director nominees, other than Mr. Weisler, who is not standing for re-election~~act by written consent, if properly presented at the annual meeting ~~are set forth under “Board of Directors – Who We Are”, which begins on page 15 of this proxy statement. The names of our current Directors and Director nominees are set forth below, and~~NOTE: Such other business as may properly come before the ~~business address for all of our current Directors and Director nominees is c/o~~meeting or any adjournment or postponement thereof. ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! ! ! ! !! For Against Abstain ! !! HP ~~Inc., 1501 Page Mill Road, Palo Alto, California 94304.~~

~~Name~~

~~Aida M. Alvarez~~

~~Shumeet Banerji~~

~~Robert R. Bennett~~

~~Charles “Chip” V. Bergh~~

~~Stacy Brown-Philpot~~

~~Stephanie A. Burns~~

~~Mary Anne Citrino~~

~~Richard L. Clemmer~~

~~Yoky Matsuoka~~

~~Stacey Mobley~~

~~Subra Suresh~~

~~Dion Weisler~~¹

~~(1)~~

Mr. Weisler served as President and CEO of HP until November 1, 2019, and continues to be employed by HP as Senior Executive Advisor, a non-executive officer role. Mr. Weisler is not standing for re-election at this annual meeting.

~~www.hpannualmeeting.com~~

~~Table of Contents~~

~~Annex B Supplemental Information Regarding Participants~~

~~Executive Officers and Other Employees~~

~~The principal occupations of our executive officers and other employees who are considered Participants are set forth below. The principal occupation refers to~~INC. 1. To elect each ~~such person’s current position with the Company, and the business address for each person is c/o HP Inc., 1501 Page Mill Road, Palo Alto, California 94304.~~

~~Name~~		~~Position~~
~~Daniel Amir~~		~~Director, Investor Relations~~
~~Elaine Beddome~~		~~Global Head of HP Compensation, Benefits & Employee Mobility~~
~~Claire Bramley~~		~~Global Controller~~
~~Alex Cho~~		~~President, Personal Systems~~
~~Katie Colendich~~		~~Associate General Counsel, Corporate, Securities & M&A~~
~~Jeff Dahncke~~		~~Head of Corporate Communications~~
~~Pretesh Dahya~~		~~Director, Investor Relations~~
~~Steve Fieler~~		~~Chief Financial Officer~~
~~Beth Howe~~		~~Vice President, Head of Investor Relations~~
~~Karen Kahn~~		~~Chief Communications Officer~~
~~Tracy S. Keogh~~		~~Chief Human Resources Officer~~
~~Enrique Lores~~		~~President and Chief Executive Officer~~
~~Zac Nesper~~		~~Treasurer~~
~~Kim Rivera~~		~~President, Strategy and Business Management and Chief Legal Officer~~
~~Ruairidh Ross~~		~~Global Head of Strategic Legal Matters and Assistant Corporate Secretary~~
~~Christoph Schell~~		~~Chief Commercial Officer~~
~~Tuan Tran~~		~~President of Imaging, Printing and Solutions~~

~~Information Regarding Ownership of Company Securities by Participants~~

The amount of shares beneficially owned by our Directors, our Director nominees and our named executive officers as of December 31, 2019 is set forth under “Ownership of Our Stock” on page 75 of this proxy statement. The following table sets forth the number of shares beneficially owned as of December 31, 2019 by our other executive officers and employees who are deemed “Participants” in our solicitation of proxies. Beneficial ownership includes any shares as to which the entity or individual has sole or shared voting or investment power and also any shares that the entity or individual has the right to acquire as of March 1, 2020 (60 days after December 31, 2019) through the exercise of any stock options, through the vesting/settlement of RSUs payable in shares, or upon the exercise of other rights. Beneficial ownership excludes options or other rights vesting after March 1, 2020 and any RSUs vesting/settling, as applicable, on or before March 1, 2020 that may be payable in cash or shares at HP’s election.

~~Name of Participant~~		~~Shares of Common Stock~~ ~~Beneficially Owned~~
~~Daniel Amir~~		0
~~Elaine Beddome~~		~~111,359~~
~~Claire Bramley~~		~~16,611~~
~~Katie Colendich~~		0
~~Jeff Dahncke~~		~~18,961~~
~~Pretesh Dahya~~		~~422~~
~~Beth Howe~~		~~7,116~~
~~Karen Kahn~~		~~31,378~~
~~Tracy S. Keogh~~		~~708,097~~
~~Zac Nesper~~		1
~~Ruairidh Ross~~		~~32,793~~
~~Christoph Schell~~		~~59,785~~
~~Tuan Tran~~		~~102,738~~

~~Proxy Statement~~

~~Table of Contents~~

~~Annex B Supplemental Information Regarding Participants~~

~~Information Regarding Transactions in Company Securities by Participants~~

~~The following table sets forth information regarding transactions in HP securities by each Participant during the past two years. None~~ of the ~~purchase price or market value of these securities is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such securities.~~

~~Transactions in Company Securities (February 1, 2018, 2020 to February 15, 2020)~~

Name Transaction Date # of Shares Transaction
Description
Directors and Nominees
Aida M. Alvarez April 23, 2019 10,702 3
April 24, 2018 9,670 3
Shumeet Banerji June 10, 2019 28,000 1
April 23, 2019 10,702 3
May 18, 2018 10,939 5
April 24, 2018 9,670 3
Robert R. Bennett April 23, 2019 10,702 6
May 18, 2018 10,939 5
April 24, 2018 9,670 3
Charles “Chip” V. Bergh April 23, 2019 7,965 6
April 23, 2019 38,930 4
April 24, 2018 7,312 6
April 24, 2018 32,564 4
Stacy Brown-Philpot April 23, 2019 10,702 6
April 24, 2018 9,670 6
Stephanie A. Burns April 23, 2019 10,702 6
May 18, 2018 10,939 5
April 24, 2018 9,670 6
Mary Anne Citrino April 23, 2019 5,351 6
April 23, 2019 26,156 4
April 24, 2018 4,835 6
April 24, 2018 21,534 4
Richard L. Clemmer N/A N/A N/A
Yoky Matsuoka April 23, 2019 15,929 3
March 20, 2019 1,209 3
Stacey Mobley April 23, 2019 10,702 6
April 24, 2018 9,670 6
Subra Suresh April 23, 2019 10,702 3
May 18, 2018 10,939 5
April 24, 2018 9,670 3

~~www.hpannualmeeting.com~~

~~Table of Contents~~

~~Annex B Supplemental Information Regarding Participants~~

Name Transaction Date # of Shares Transaction
Description
Dion Weisler December 7, 2019 285,388 9
December 7, 2019 141,497 11
November 13, 2019 434,432 10
November 13, 2019 207,842 11
August 26, 2019 437,171 1
June 27, 2019 132,964 1
March 18, 2019 36,799 1
December 11, 2018 116,134 1
December 9, 2018 144,499 9
December 9, 2018 71,644 11
December 7, 2018 192,440 9
December 7, 2018 95,414 11
December 7, 2018 252,944 7
December 7, 2018 348,760 8
November 26, 2018 646,883 10
November 26, 2018 320,725 11
November 7, 2018 78,990 1
November 6, 2018 7,399 1
November 2, 2018 171,341 9
November 2, 2018 77,675 11
October 31, 2018 101,666 10
October 31, 2018 44,400 11
Executive Officers and Other Employees
Daniel Amir December 6, 2019 2,634 7
August 24, 2019 7,019 7
Elaine Beddome December 7, 2019 19,882 9
December 7, 2019 4,403 11
December 6, 2019 20,732 7
November 1, 2019 33,749 2
October 31, 2019 1,250 9
October 31, 2019 971 11
October 17, 2019 981 9
October 17, 2019 218 11
December 9, 2018 7,527 9
December 9, 2018 2,801 11
December 7, 2018 13,103 9
December 7, 2018 3,543 11
December 7, 2018 18,535 7
November 2, 2018 3,295 9
November 2, 2018 803 11
October 31, 2018 1,214 9
October 31, 2018 269 11
October 17, 2018 952 9
October 17, 2018 211 11
July 9, 2018 47,653 12
July 9, 2018 47,653 1

~~Proxy Statement~~

~~Table of Contents~~

~~Annex B Supplemental Information Regarding Participants~~

Name Transaction Date # of Shares Transaction
Description
Claire Bramley December 7, 2019 32,953 9
December 7, 2019 16,342 11
December 6, 2019 39,024 7
June 26, 2019 14,463 12
June 26, 2019 16,852 1
June 20, 2019 3,653 9
June 20, 2019 1,264 11
June 10, 2019 15,819 1
December 9, 2018 6,020 9
December 9, 2018 2,573 11
December 7, 2018 13,047 9
December 7, 2018 5,577 11
December 7, 2018 56,694 7
November 2, 2018 5,272 9
November 2, 2018 370 11
September 13, 2018 10,020 1
June 20, 2018 10,730 7
March 9, 2018 16,625 12
March 9, 2018 24,994 1
Alex Cho December 10, 2019 22,018 1
December 7, 2019 61,272 9
December 7, 2019 27,151 11
December 6, 2019 131,199 8
December 6, 2019 93,659 7
November 13, 2019 15,662 10
November 13, 2019 5,416 11
July 1, 2019 12,003 9
July 1, 2019 4,151 11
December 14, 2018 28,774 1
December 9, 2018 13,547 9
December 9, 2018 6,718 11
December 7, 2018 36,154 9
December 7, 2018 14,209 11
December 7, 2018 69,778 7
December 7, 2018 96,210 8
December 3, 2018 3,879 1
November 2, 2018 5,931 9
November 2, 2018 2,052 11
July 1, 2018 35,258 7
July 1, 2018 46,956 8

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~~Table of Contents~~

~~Annex B Supplemental Information Regarding Participants~~

Name Transaction Date # of Shares Transaction
Description
Katie Colendich December 11, 2019 10,151 1
December 7, 2019 15,522 9
December 7, 2019 5,371 11
December 6, 2019 12,586 7
March 19, 2019 1,567 1
March 11, 2019 1,000 1
March 7, 2019 1,000 1
January 14, 2019 4,278 9
January 14, 2019 1,711 11
December 28, 2018 2,385 1
December 27, 2018 3,229 1
December 17, 2018 2,000 1
December 11, 2018 1,875 1
December 9, 2018 5,055 9
December 9, 2018 1,749 11
December 7, 2018 10,982 9
December 7, 2018 3,799 11
December 7, 2018 12,211 7
February 26, 2018 2,508 1
Jeff Dahncke December 7, 2019 2,701 9
December 7, 2019 935 11
December 6, 2019 12,195 7
October 31, 2019 17,273 2
October 17, 2019 13,074 9
October 17, 2019 4,522 11
December 7, 2018 7,850 7
October 17, 2018 12,678 9
October 17, 2018 4,385 11
Pretesh Dahya January 31, 2020 241 9
January 31, 2020 97 11
December 12, 2019 1,000 1
December 7, 2019 1,959 9
December 7, 2019 681 11
December 6, 2019 3,068 7
December 5, 2019 393 1
September 21, 2019 595 9
September 21, 2019 202 11
June 13, 2019 139 1
January 31, 2019 234 9
January 31, 2019 95 11
December 26, 2018 707 1
December 18, 2018 600 1
December 9, 2018 828 9
December 9, 2018 287 11
December 7, 2018 1,173 9
December 7, 2018 407 11

~~Proxy Statement~~

~~101~~

~~Table of Contents~~

~~Annex B Supplemental Information Regarding Participants~~

Name Transaction Date # of Shares Transaction
Description
December 7, 2018 2,181 7
September 21, 2018 1,742 7
June 26, 2018 1,225 1
Steve Fieler January 11, 2020 16,969 9
January 11, 2020 8,414 11
January 3, 2020 182,924 9
January 3, 2020 83,722 11
December 7, 2019 36,602 9
December 7, 2019 18,149 11
December 6, 2019 157,165 8
December 6, 2019 112,195 7
November 13, 2019 15,662 10
November 13, 2019 7,766 11
July 1, 2019 12,003 9
July 1, 2019 5,952 11
January 11, 2019 16,459 9
January 11, 2019 8,161 11
January 3, 2019 177,406 9
January 3, 2019 80,760 11
December 7, 2018 12,214 9
December 7, 2018 6,057 11
December 7, 2018 69,778 7
December 7, 2018 96,210 8
July 1, 2018 35,258 7
July 1, 2018 46,956 8
March 9, 2018 18,700 1
March 6, 2018 20,000 1
March 5, 2018 20,000 1
February 28, 2018 20,000 1
February 26, 2018 20,000 1
Beth Howe February 10, 2020 733 1
January 23, 2020 9,050 7
December 7, 2019 10,885 9
December 7, 2019 3,769 11
December 6, 2019 10,976 7
October 29, 2019 1,122 9
October 29, 2019 389 11
June 19, 2019 9,975 1
April 21, 2019 159 9
April 21, 2019 64 11
December 9, 2018 4,968 9
December 9, 2018 1,719 11
December 7, 2018 7,504 9
December 7, 2018 2,597 11
December 7, 2018 9,158 7
November 2, 2018 2,636 9

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~~Table of Contents~~

~~Annex B Supplemental Information Regarding Participants~~

Name Transaction Date # of Shares Transaction
Description
November 2, 2018 912 11
October 29, 2018 3,258 7
April 21, 2018 464 7
Karen Kahn December 7, 2019 34,054 9
December 7, 2019 11,777 11
December 6, 2019 53,659 7
December 6, 2019 75,803 8
September 27, 2019 53,972 7
September 1, 2019 13,913 9
September 1, 2019 4,812 11
March 28, 2019 602 1
March 20, 2019 993 9
March 20, 2019 391 11
December 9, 2018 15,052 9
December 9, 2018 7,464 11
December 8, 2018 53,832 9
December 8, 2018 23,069 11
December 7, 2018 18,480 9
December 7, 2018 6,391 11
December 7, 2018 43,611 7
December 7, 2018 64,934 8
September 1, 2018 40,568 7
March 20, 2018 970 9
March 20, 2018 389 11
Tracy S. Keogh December 7, 2019 69,096 9
December 7, 2019 34,261 11
December 6, 2019 109,332 8
December 6, 2019 78,049 7
November 13, 2019 105,195 10
November 13, 2019 44,616 11
December 10, 2018 32,259 9
December 10, 2018 15,995 11
December 9, 2018 34,921 9
December 9, 2018 17,314 11
December 7, 2018 61,055 7
December 7, 2018 84,183 8
December 7, 2018 46,654 9
December 7, 2018 23,132 11
November 26, 2018 156,331 10
November 26, 2018 77,510 11
November 2, 2018 38,222 9
November 2, 2018 18,951 11
October 31, 2018 24,569 10
October 31, 2018 12,182 11
June 11, 2018 117,275 12
June 11, 2018 117,275 1

~~Proxy Statement~~

~~103~~

~~Table of Contents~~

~~Annex B Supplemental Information Regarding Participants~~

Name Transaction Date # of Shares Transaction
Description
June 6, 2018 96,926 1
June 5, 2018 117,276 12
June 5, 2018 117,276 1
Enrique Lores December 7, 2019 101,146 9
December 7, 2019 50,150 11
December 6, 2019 300,664 8
December 6, 2019 214,634 7
November 13, 2019 142,884 10
November 13, 2019 63,302 11
December 9, 2018 42,146 9
December 9, 2018 20,897 11
December 7, 2018 65,228 9
December 7, 2018 32,341 11
December 7, 2018 98,561 7
December 7, 2018 135,896 8
November 26, 2018 192,957 10
November 26, 2018 95,669 11
October 31, 2018 31,770 10
October 31, 2018 15,752 11
October 30, 2018 51,161 9
October 30, 2018 25,367 11
March 18, 2018 118,671 9
March 18, 2018 58,838 11
March 9, 2018 265,076 12
March 9, 2018 302,895 1
January 18, 2018 211,589 12
January 18, 2018 249,409 1
January 17, 2018 53,484 12
January 17, 2018 53,484 1
January 12, 2018 37,820 1
Zac Nesper December 16, 2019 11,621 1
December 7, 2019 17,771 9
December 7, 2019 6,150 11
December 6, 2019 22,683 7
November 15, 2019 1,550 1
November 8, 2019 2,371 9
November 8, 2019 821 11
September 20, 2019 1,394 12
September 20, 2019 1,394 1
September 3, 2019 1,844 1
August 27, 2019 2,820 9
August 27, 2019 976 11
July 31, 2019 7,129 7
June 3, 2019 1,200 12
June 3, 2019 1,200 1
December 18, 2018 3,196 1
December 11, 2018 7,029 1

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~~www.hpannualmeeting.com~~

~~Table of Contents~~

~~Annex B Supplemental Information Regarding Participants~~

Name Transaction Date # of Shares Transaction
Description
December 9, 2018 4,215 9
December 9, 2018 1,458 11
December 7, 2018 11,418 9
December 7, 2018 3,950 11
December 7, 2018 17,444 7
November 12, 2018 1,505 1
November 8, 2018 2,302 9
November 8, 2018 797 11
August 27, 2018 8,220 7
Kim Rivera December 7, 2019 76,853 9
December 7, 2019 38,106 11
December 6, 2019 143,499 8
December 6, 2019 102,439 7
November 13, 2019 101,439 10
November 13, 2019 42,862 11
June 19, 2019 20,000 1
December 9, 2018 31,309 9
December 9, 2018 15,524 11
December 7, 2018 45,445 9
December 7, 2018 22,533 11
December 7, 2018 87,222 7
December 7, 2018 120,262 8
November 26, 2018 142,726 10
November 26, 2018 70,765 11
November 14, 2018 46,072 1
November 9, 2018 86,738 9
November 9, 2018 40,666 11
October 31, 2018 23,298 10
October 31, 2018 8,057 11
Ruairidh Ross December 7, 2019 25,879 9
December 7, 2019 8,974 11
December 6, 2019 24,390 7
October 31, 2019 28,785 7
June 27, 2019 17,229 1
January 14, 2019 25,671 9
January 14, 2019 8,442 11
December 9, 2018 7,225 9
December 9, 2018 3,428 11
December 7, 2018 14,190 9
December 7, 2018 7,835 11
December 7, 2018 32,708 7
September 7, 2018 21,651 1
September 6, 2018 9,272 1
June 16, 2018 12,393 9
June 16, 2018 4,019 11
March 8, 2018 7,000 1
February 27, 2018 8,734 1

~~Proxy Statement~~

~~105~~

~~Table of Contents~~

~~Annex B Supplemental Information Regarding Participants~~

Name Transaction Date # of Shares Transaction
Description
Christoph Schell December 10, 2019 42,804 1
December 7, 2019 84,899 9
December 7, 2019 42,095 11
December 6, 2019 157,165 8
December 6, 2019 112,195 7
November 15, 2019 60,121 1
November 13, 2019 119,244 10
November 13, 2019 59,123 11
July 25, 2019 468,823 7
May 4, 2019 78,978 9
May 4, 2018 47,179 11
December 11, 2018 45,062 1
December 9, 2018 36,125 9
December 9, 2018 17,912 11
December 7, 2018 53,253 9
December 7, 2018 26,404 11
December 7, 2018 87,222 7
December 7, 2018 129,868 8
December 3, 2018 101,709 1
November 26, 2018 166,002 10
November 26, 2018 82,305 11
November 7, 2018 126,725 12
November 7, 2018 148,591 1
November 2, 2018 39,541 9
November 2, 2018 17,675 11
October 31, 2018 27,534 10
October 31, 2018 9,522 11
May 4, 2018 230,627 7
Tuan Tran December 7, 2019 48,245 9
December 7, 2019 12,767 11
December 6, 2019 122,999 8
December 6, 2019 87,805 7
October 31, 2019 3,750 9
October 31, 2019 914 11
April 30, 2019 1,021 13
December 11, 2018 33,219 1
December 9, 2018 21,073 9
December 9, 2018 8,293 11
December 7, 2018 33,703 9
December 7, 2018 13,264 11
December 7, 2018 39,250 7
November 6, 2018 5,245 1
November 2, 2018 2,208 1
November 2, 2018 7,908 9
November 2, 2018 3,113 11
October 31, 2018 61 13
October 31, 2018 3,641 9

~~106~~

~~www.hpannualmeeting.com~~

~~Table of Contents~~

~~Annex B Supplemental Information Regarding Participants~~

Name Transaction Date # of Shares Transaction
Description
October 31, 2018 1,433 11
August 30, 2018 43,388 12
August 30, 2018 138,075 1
April 30, 2018 1,102 13
March 12, 2018 61,614 12
March 12, 2018 61,614 1

~~Transaction Description~~

1.	~~Open market sale~~
2.	~~Grant of stock options~~
3.	~~Grant of fully vested shares as part of non-employee Director annual equity retainer~~
4.	~~Grant of stock options as part of non-employee Director annual equity retainer~~
5.	~~Shares issued upon settlement of restricted stock units previously granted as part of non-employee Director annual equity retainer~~
6.	~~Grant of fully vested shares as part of annual equity retainer, receipt of which the Director has elected to defer until a later date~~
7.	~~Grant of time-based restricted stock units (“RSUs”)~~
8.	~~Grant of performance-adjusted restricted stock units (“PARSUs”)~~
9.	~~Shares issued upon settlement of RSUs~~
~~10.~~	~~Shares issued upon settlement of PARSUs~~
~~11.~~	~~Shares withheld for taxes upon settlement of RSUs and/or PARSUs and/or exercise of options~~
~~12.~~	~~Exercise of stock option~~
~~13.~~	~~Purchase pursuant to ESPP~~

~~Miscellaneous Information Regarding Participants~~

~~Except as described in this Annex B or otherwise disclosed~~13 director nominees named in the proxy statement Nominees: Company Proposals The Board of Directors recommends you vote FOR each of the nominees listed in Proposal 1 below: 1k. Judith Miscik 1l. Kim K.W. Rucker 1m. Subra Suresh 1b. Shumeet Banerji 1a. Aida M. Alvarez 1e. Bruce Broussard 1f. Stacy Brown-Philpot 1c. Robert R. Bennett 1d. Charles V. Bergh 1i. Richard Clemmer 1g. Stephanie A. Burns 1h. Mary Anne Citrino 1j. Enrique Lores For Against Abstain For Against Abstain For Against Abstain Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. HP INC. 1501 PAGE MILL ROAD PALO ALTO, CA 94304 ! !!! ! !! VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com/HP or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/HPQ2023 You may attend the Meeting via the Internet and vote during the Meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. SCAN TO VIEW MATERIALS & VOTEw

D97022-P85623 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The 2023 Notice and Proxy Statement and 2022 Annual Report on Form 10-K are available at www.proxyvote.com/HP HP INC. Annual Meeting of Stockholders April 24, 2023 2:00 p.m., Pacific Time This proxy is solicited by the Board of Directors The undersigned hereby appoints Enrique Lores, Julie Jacobs and Rick Hansen, and each of them, as proxies for the undersigned, with full power of substitution, to act and to vote all shares of common stock of HP Inc. held of record or in an applicable plan by the undersigned at the close of business on February 23, 2023, at the Annual Meeting of Stockholders to be held at 2:00 p.m., Pacific Time, on Monday, April 24, 2023, or any adjournment or postponement thereof. This proxy, when properly executed and returned, will be voted in the manner directed herein by the undersigned stockholder. If this proxy is properly executed and returned but no direction is made, this proxy will be voted FOR all of the nominees for director in Proposal 1, FOR Proposals 2 and 3, 1 YEAR for Proposal 4, and AGAINST Proposal 5. Whether or not direction is made, this proxy, when properly executed, will be voted in the discretion of the proxy holders upon such other business as may properly come before the Annual Meeting of Stockholders or any adjournment or postponement thereof (including, if applicable, on any matter which the Board of Directors did not know would be presented at the Annual Meeting of Stockholders by a reasonable time before the proxy solicitation was made and for the election of a person to the ~~Company’s knowledge:~~

—	~~No Participant owns any securities of the Company of record that such Participant does not own beneficially.~~
—	No Participant is, or was within the past year, a party to any contract, arrangements or understandings with any person with respect to any securities of the Company, including, but not limited to joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies.
—	No associate of any Participant owns beneficially, directly or indirectly, any securities of the Company. No Participant owns beneficially, directly or indirectly, any securities of any subsidiary of the Company.
—	No Participant nor any associate of a Participant is a party to any transaction, since the beginning of the Company’s last fiscal year, or any currently proposed transaction, in which (i) the Company was or is to be a participant, (ii) the amount involved exceeds $120,000 and (iii) any Participant or any related person thereof had or will have a direct or indirect material interest.
—	No Participant, nor any associate of a Participant, has any arrangement or understanding with any person (i) with respect to any future employment by the Company or its affiliates or (ii) with respect to any future transactions to which the Company or any of its affiliates will or may be a party.
—	~~No Participant has any substantial interest, direct or indirect, by security holdings or otherwise, in any matter to be acted upon at the annual meeting.~~

~~Proxy Statement~~

~~107~~

~~Table of Contents~~

~~PRELIMINARY PROXY MATERIALS DATED [●], 2020 — SUBJECT TO COMPLETION~~

~~PLEASE VOTE BY TELEPHONE OR INTERNET TODAY!~~
~~SEE REVERSE SIDE~~
~~FOR SIMPLE VOTING INSTRUCTIONS.~~

~~▼ TO VOTE BY MAIL, PLEASE DETACH PROXY CARD HERE AND SIGN, DATE AND MAIL AS DESCRIBED ON REVERSE SIDE ▼~~

~~ANNUAL MEETING OF STOCKHOLDERS - [date], 2020, [time]~~
~~THIS PROXY IS SOLICITED ON BEHALF OF~~
~~THE HP INC. BOARD OF DIRECTORS~~

W
H
I
T
E
P
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O
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Y

The undersigned hereby appoints Enrique Lores, Steven J. Fieler and Kim M. Rivera, and each of them, as proxies for the undersigned, with full power of substitution, to act and to vote all shares of common stock of HP Inc. held of record by the undersigned at the close of business on [record date], at the Annual Meeting of Stockholders to be held at [location], on [date], at [time], or any adjournment or postponement thereof.

This proxy, when properly executed and returned, will be voted in the manner directed herein by the undersigned stockholder. If this proxy is properly executed and returned but no direction is made, this proxy will be voted FOR all of the nominees for director in Proposal 1, FOR Proposals 2, 3 and 4, and AGAINST Proposals 5 and 6. Whether or not direction is made, this proxy, when properly executed, will be voted in the discretion of the proxy holders upon such other business as may properly come before the Annual Meeting of Stockholders or any adjournment or postponement thereof (including, if applicable, on any matter which the Board of Directors did not know would be presented at the Annual Meeting of Stockholders by a reasonable time before the proxy solicitation was made and for the election of a person to the Board of Directors if any nominee named in Proposal 1 becomes unable to serve or for good cause will not serve). The undersigned hereby revokes all proxies previously given by the undersigned to vote at the Annual Meeting of Stockholders or any adjournment or postponement thereof.

~~Continued on the reverse side~~

~~Table of Contents~~

~~YOUR VOTE IS IMPORTANT.~~

~~TO FACILITATE TIMELY RECEIPT OF YOUR PROXY DESPITE ANY POTENTIAL SYSTEMS DISRUPTION~~
~~DUE TO COVID-19, WE ENCOURAGE YOU TOVOTE BY TELEPHONE OR INTERNET~~ ~~TODAY~~

1.	~~Vote by Telephone —Call toll-free from the U.S. or Canada at~~~~1 (866) 860-0384~~~~, on a touch-tone telephone. If outside the U.S.or Canada, call~~~~+1 (646) 880-9093~~~~. Please follow the simple instructions provided. You will be required to provide the unique Control Number printed below.~~
OR
2.	~~Vote by Internet—Please access~~~~https://www.proxyvotenow.com/hpq~~,~~and follow the simple instructions provided. Please note you must type an “s” after http. You will be required to provide the unique Control Number printed below.~~

~~CONTROL NUMBER:~~

~~You may vote by telephone or Internet 24 hours a day, 7 days a week.~~
~~Your telephone or Internet vote authorizes the named proxies to vote your shares in the same manner~~
~~as if you had marked, signed and returned a proxy card.~~

	Alternatively, you may sign, date and return the proxy card to: HP Inc. c/o Innisfree M&A Incorporated, FDR Station, P.O. Box 5156, New York, NY 10150-5156. However, we strongly encourage you to use this option only if you do not have access to a touch-tone telephone or to the Internet.

~~▼ TO VOTE BY MAIL, PLEASE DETACH PROXY CARD HERE AND SIGN, DATE AND RETURN BY MAIL AS DESCRIBED ABOVE ▼~~

	~~Please mark your~~ ~~vote as indicated in~~ ~~this example~~
~~The Board of Directors recommends you vote FOR ALL nominees listed in Proposal 1 and FOR Proposals 2, 3 and 4.~~

~~1. Election~~ of Directors if any nominee named in Proposal 1 becomes unable to serve or for ~~one-year term.~~~~Nominees:~~01-Aida M. Alvarez; 02-Shumeet Banerji; 03-Robert R. Bennett; 04-Charles “Chip” V. Bergh; 05-Stacy Brown-Philpot; 06-Stephanie A. Burns; 07-Mary Anne Citrino; 08-Richard L. Clemmer; 09-Yoky Matsuoka; 10-Stacey Mobley; 11-Subra Suresh; 12-Enrique Lores

~~FOR ALL~~	~~WITHHOLD~~ ~~ALL~~	~~FOR ALL~~ ~~EXCEPT~~

~~To withhold authority~~good cause will not serve). If the undersigned has a beneficial interest in shares held in a 401(k) plan sponsored by HP Inc., voting instructions with respect to such plan shares must be provided by 11:59 p.m., Eastern Time, on April 19, 2023, in the manner described in the proxy statement. If voting instructions are not received by that time, the trustee shall vote shares of securities credited to a participants' account for which it has not received instructions in the same proportion on each issue as it votes those shares credited to participants accounts for which it has received voting directions, unless contrary to ERISA/applicable law. The undersigned hereby revokes all proxies previously given by the undersigned to vote ~~for~~at the Annual Meeting of Stockholders or any ~~individual nominee(s), mark “For All Except”~~adjournment or postponement thereof. Continued and ~~write the number(s) of the nominee(s)~~to be signed on ~~the line below:~~reverse side

~~2. Ratification of Ernst & Young LLP as HP Inc.’s Independent Registered Public Accounting Firm for the Fiscal Year Ending October 31, 2020~~

~~FOR~~

~~AGAINST~~

~~ABSTAIN~~

	~~FOR~~	~~AGAINST~~	~~ABSTAIN~~
~~3. Advisory Vote to Approve HP Inc.’s Executive Compensation (“Say on Pay”)~~
~~4. Vote to Approve HP Inc.’s 2021 Employee Stock Purchase Plan~~
~~The Board of Directors recommends you vote AGAINST Proposals 5 and 6.~~
	~~FOR~~	~~AGAINST~~	~~ABSTAIN~~
~~5. Stockholder Proposal No. 1: Right to Act by Written Consent if Properly Presented at the Annual Meeting~~
~~6. Stockholder Proposal No. 2: To Repeal Certain Bylaw Provisions or Amendments if Properly Presented at the Annual Meeting~~

		~~Date: _________________________, 2020~~

		~~Signature~~

		~~Signature (if jointly held)~~

		~~Title(s)~~
		~~NOTE:~~Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer.


CHECK THE APPROPRIATE BOX:
☐						Preliminary Proxy Statement
☐						Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐☑						Definitive Proxy Statement
☐						~~Definitive Additional Materials~~Soliciting Material Under Rule 14a-12
☐						Soliciting Material Under Rule 14a-12

~~Payment of Filing Fee (Check the appropriate box)~~PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
☒☑		No fee required.
☐		Fee paid previously with preliminary materials
☐		Fee computed on table ~~below~~in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and ~~0-11.~~
	0-11
		~~(1)~~

	~~Aggregate number~~
When I took over as CEO three years ago, I outlined a strategic plan to accelerate value creation and position our business for long-term sustainable growth. Soon after, we transformed our global operating model to better serve our customers. We invested in innovation to further strengthen our core business while beginning to expand our portfolio into attractive adjacencies. We made significant investments in our IT infrastructure to become a more digital company. And we announced a three-year value creation plan, including a commitment to return $16 billion of ~~securities~~capital to ~~which transaction applies:~~our stockholders. Our team executed well against these priorities—and HP is a much stronger company today as a result. We exceeded each of the key targets set in our value creation plan, while significantly reducing our structural costs and strengthening our position in key growth areas. Of course, we also navigated a volatile and complex macro environment. And as we have faced challenges, we have embraced them as opportunities to improve our performance. This is exactly what we did in 2022, and it’s what you can expect from us moving forward. Because as far as we have come as a company, we see significant opportunities ahead to build on our progress and create value for our customers, shareholders and other stakeholders. Fiscal Year 2022 Highlights We delivered solid results in 2022 – with revenue of $63 billion – even in the face of tough market conditions that worsened in the second half of the year. Importantly, our key growth businesses each delivered double-digit organic growth. And we continued to build a more growth-oriented portfolio through M&A with the completion of our acquisition of Poly. We generated non-GAAP free cash flow1 of $3.9 billion, while returning $5.3 billion to shareholders in the form of share repurchases and dividends. And we continued to differentiate HP as one of the world’s most trusted brands. This is a key competitive advantage in the market, as more customers make purchasing decisions based on our commitment to climate action, human rights, diversity, equity and inclusion, and digital equity. Our efforts garnered widespread recognition, including the “100 Most Sustainable Companies” by Barron’s, “Best Workplaces for Women” by Fortune, “America’s Most Just Companies” by JUST Capital and CNBC and, for the fourth consecutive year, “America’s Most Responsible Company” by Newsweek. Our Next Phase of Growth As we look toward the future, our sights are set on unlocking our next phase of value creation and growth. That’s why, last November, we announced our Future Ready plan. It’s designed to develop the portfolio and operational capabilities needed to win in our markets and further reduce our structural costs. We expect to generate at least $1.4 billion in gross annualized run rate savings by the end of our 2025 fiscal year, helping us to mitigate near-term headwinds while maintaining investments in long-term growth. Future Ready Portfolio A key area of investment is focused on building a more growth-oriented portfolio. We see significant opportunity to drive long-term growth across our Gaming, Hybrid Systems, Workforce Services & Solutions, Consumer Subscriptions, and Industrial Graphics and 3D businesses. And we are focused on segments of the market where we can drive significant competitive advantage and meet a wider range of customer needs.
		The progress we have made over the past three years gives me confidence in the direction we are heading.”

1Non-GAAP free cash flow is a non-GAAP financial measure. Please refer to “Reconciliation of GAAP Measures to Non-GAAP Measures” on page 90 for a description and reconciliation of this non-GAAP financial measure relative to the reported GAAP financial measure.

	~~(5)~~	~~Total fee paid:~~

☐	~~Fee paid previously with preliminary materials.~~
☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

	~~(1)~~	~~Amount previously paid:~~
		~~(2)~~		~~Form, Schedule~~ During fiscal 2022, HP delivered solid results in spite of what evolved into a challenging macroeconomic backdrop in the second half of the year. While we foresee potentially challenging times ahead due to the uncertain macroeconomic outlook, the Board remains confident that our CEO, Enrique Lores, and his team will guide HP through this environment, building on their track record of consistently delivering on their commitments. We believe that under their management HP remains well positioned to weather the obstacles ahead, while leveraging our world class talent, IP, and scale to continue capitalizing on key growth opportunities. Importantly, we have stayed true to HP’s values, with sustainable impact remaining a priority. In 2022, we were the only technology company globally to receive “A” ratings across CDP’s Climate, Forests and Water lists. We continue to make strides in our diversity, equity, and inclusion initiatives, with women representing 33.3% of HP’s full-time executive positions globally and 46.4% of our U.S. hires in fiscal 2022 being ethnically diverse. For additional information about HP’s sustainability and social initiatives, please refer to “Sustainable Impact” and “Our Approach to ESG” in the accompanying Proxy Statement. HP also has one of the most diverse boards in the tech industry, with 69% of our members identifying as gender and/or ~~Registration~~ethnically diverse individuals. In addition, three out of four committee chairs are female. We know that having the right mix of backgrounds, skills, and experience is key to the success and effectiveness of the Board. We believe the skills and experience represented on the Board are matched to HP’s needs as it operates in a dynamic environment in a broad array of markets around the globe. Further details about our directors and HP’s corporate governance policies and practices are included in the accompanying Proxy Statement ~~No.:~~
			~~(3)~~		~~Filing Party:~~
			~~(4)~~		~~Date Filed:~~


Voting			Virtual Meeting Admission Stockholders of record as of February 23, 2023, will be able to ~~the novel coronavirus (COVID-19) and the protocols and recommendations that federal, state, and local governments may impose. Our headquarters are located~~participate in the ~~County~~annual meeting by visiting our annual meeting website at www.virtualshareholdermeeting.com/HPQ2023. To participate in the annual meeting, you will need the 16-digit control number included on your notice of ~~Santa Clara, California, which on March 16, 2020 announced~~Internet availability of the ~~implementation of “shelter in place” orders prohibiting virtually all group gatherings through April 7, 2020. We do not know if these restrictions~~proxy materials, proxy card or ~~similar restrictions will remain in place~~ on the ~~date~~instructions that accompanied your proxy materials. If you have any questions about your control number, please contact the bank, broker, or other nominee that holds your shares. The annual meeting will begin promptly at 2:00 p.m., Pacific Time. Online check-in will begin at 1:30 p.m., Pacific Time, and you should allow ample time for the online check-in procedures. Annual Meeting Website The online format used by HP Inc. for the annual meeting also allows us to communicate more effectively with you. Stockholders can submit questions in advance of the annual ~~meeting. In order to comply with applicable legal restrictions~~meeting, by visiting our annual meeting website at www.proxyvote.com/HP. Stockholders can also access copies of our proxy statement and ~~in order to promote the health and safety of the attendees~~annual report at the annual meeting we may take actions including changing the time, date or location of the meeting; conducting the meeting in whole or in part by means of remote communication (including holding a virtual meeting); or imposing additional procedures or limitations on meeting attendees. If we take any of these steps, we will publicly announce them prior to the annual meeting. As always, we strongly encourage you to vote your shares by proxy prior to the meeting, and, further, we strongly encourage you to submit your proxies electronically—by telephone or by Internet— by following the easy instructions on the enclosed WHITE proxy card. Your vote is important, and voting electronically should facilitate the timely receipt of your proxy despite any potential disruptions in mail service due to COVID-19. website. Adjournments and Postponements Any action on the items of business described above may be considered at the annual meeting at the time and on the date specified above or at any time and date to which the annual meeting may be properly adjourned or postponed. By order of the Board of Directors, ~~Kim M. Rivera~~Rick Hansen ~~President, Strategy~~Deputy General Counsel, Corporate, and ~~Business Management,~~Corporate Secretary
Internet ~~Chief Legal Officer and Secretary~~www.proxyvote.com/HP prior to the meeting Telephone 1-800-690-6903 During the meeting please visit www.virtualshareholdermeeting.com/ HPQ2023 Mail You can vote by mail by requesting a paper copy of the materials, which will include a proxy card. Return the card to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.


Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on ~~[ ], 2020.~~April 24, 2023. The definitive proxy statement and HP Inc.’s ~~2019~~2022 Annual Report are available electronically at ~~[ ].~~ www.proxyvote.com/HP.

~~HP INC.~~
~~(Name of Registrant as Specified In Its Charter)~~

	~~Title of each class of securities to which transaction applies:~~

~~(2)~~


Hybrid work is a great example. We believe our HP and Poly portfolio, combined with our expansion in software and services, will help create entirely new customer experiences and expand our addressable market. We have an equally attractive opportunity to scale our services and subscriptions offerings. There is growing demand for new consumption models, and last year we created a dedicated business unit focused on building lifetime customer relationships and driving recurring revenue. To help fund investments in our growth areas, we are simplifying our portfolio and zeroing in on businesses where we can drive significant competitive advantage and market leadership. Future Ready Operations As we strengthen our portfolio, we’re supporting it with Future Ready operations. A big part of this is continuing the process of digitizing the company. Our infrastructure investments have driven greater productivity, speed and efficiency. And this new digital backbone is already improving our execution—from creating a more flexible and resilient supply chain, to further enhancing our customer support and go-to-market capabilities. It is also enabling new customer value propositions, such as personalized services and solutions that are key to our growth strategy. At the same time, we are driving operational excellence across every facet of our business. In a company of our size, we believe we have opportunities to further improve execution and reduce costs. And we plan to continue optimizing our performance by unlocking efficiencies, simplifying organizational structures, and removing unnecessary spend. Future Ready HP The road ahead won’t be easy. At times like these, companies must find ways to navigate through choppy waters while steering their ship toward brighter days. This is exactly the approach we’re taking at HP—controlling what we can control through disciplined execution and cost management, while reinvesting in our growth priorities and digital transformation. All of this will be underpinned by our unwavering commitment to the HP Way. Our people, culture and values have long been core to our success—and I continue to believe that how we do things is just as important as what we do. That’s why we’re creating a culture where diverse talent can come to do the best work of their careers while making a positive impact around the world through our Sustainable Impact strategy. The progress we have made over the past three years gives me confidence in the direction we are heading. And I believe the actions we’re taking to create a Future Ready HP will drive profitable long-term growth and value creation for our stakeholders. Thank you for the trust you have placed in HP with your investment.
Saludos, Enrique Lores President and CEO


						~~(3)~~		~~Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):~~
						~~(4)~~		~~Proposed maximum aggregate value of transaction:~~


Board Proposals		Board Recommendation		Page
1	To elect the 13 Directors named in this proxy statement		FOR each director nominee	13
2	To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2023		FOR	44
3	To approve, on an advisory basis, the Company’s named executive officer compensation (“say on pay” vote)		FOR	46
4	To approve, on an advisory basis, the frequency of future “say on pay” votes		ONE YEAR	76
Stockholder Proposal
5	To consider and vote on a stockholder proposal described in this proxy statement, if properly presented at the meeting		AGAINST	79

Such other business as may properly come before the meeting

~~BOARD OF DIRECTORS~~	8
~~Background to the Solicitation~~				8
~~Who We Are~~ Item 1				15
				~~How We Are Selected~~	23
~~How We Are Organized~~	25
~~How We Govern and Are Governed~~	30
~~How We Communicate With You~~	34
~~How We Are Compensated~~	36
~~CORPORATE GOVERNANCE~~	39
~~Management Proposal No. 1~~ Election of Directors •12 of our 13 Director nominees are independent, including six women and six director nominees who identify as racially/ethnically diverse. •Our Board is led by an independent Chairman. •Key information regarding all 13 of our Board nominees is summarized in the table below.			The Board recommends a vote FOR each Director nominee
		Further information beginning on page 13.
				39


~~Vote Required~~				39
~~Governance Highlights~~ Item 2				39
				~~Related-Person Transactions Policies and Procedures~~	41
~~AUDIT MATTERS~~	42
~~Management Proposal No. 2~~ Ratification of Independent Registered Public Accounting Firm	42
~~Vote Required~~	42
~~Report of the~~ •The Audit Committee of the Board has selected Ernst & Young LLP to act as HP’s independent registered public accounting firm for the fiscal year ending October 31, 2023 and seeks ratification of ~~Directors~~the selection.			The Board recommends a vote FOR this Proposal
		Further information beginning on page 44.
				42


~~Principal Accountant Fees and Services~~			43
~~Pre-Approval of Audit and Non-Audit Services Policy~~ Item 3			43
			~~EXECUTIVE COMPENSATION~~	44
~~Management Proposal No. 3~~ Advisory Vote to Approve Named Executive Officer Compensation (“Say on Pay” Vote) •Our Board and the HRC Committee are committed to an executive compensation program that aligns the interests of our executives with those of our stockholders. To fulfill this mission, we have a pay-for-performance philosophy that drives decisions regarding executive compensation. •Our compensation programs have been structured to balance near-term results with long-term success, mitigate risks, and enable us to attract, retain, focus, and reward our executive team for delivering stockholder value.		The Board recommends a vote FOR this Proposal
	Further information, including an overview of the compensation of our Named Executive Officers (“NEOs”), beginning on page 46.
			44


~~Vote Required~~		44
~~Overview~~ Item 4	Advisory Vote on the Frequency of Future “Say on Pay” votes •Our stockholders currently have the opportunity to participate annually in an advisory vote on our named executive officer compensation. •The Board believes that annual voting on HP’s executive compensation sets the correct ongoing cadence for dialogue between HP and its stockholders on executive compensation matters.		The Board recommends a vote of ONE YEAR for this Proposal
			Further information beginning on page 76.
		45


~~Compensation Discussion and Analysis~~				47
~~Termination and Change in Control Protections~~ Item 5				58
				~~Management Proposal No. 4 Vote to Approve the Company’s 2021 Employee Stock Purchase Plan~~	72
~~Vote Required~~	72
~~OWNERSHIP OF OUR STOCK~~	75
~~Common Stock Ownership of Certain Beneficial Owners and Management~~	75
~~STOCKHOLDER PROPOSALS~~	77
Stockholder ~~Proposal No. 1~~Proposal: Right to Act by Written Consent •This stockholder proposal requests that HP’s Board take such steps as may be necessary to permit written consent by stockholders entitled to cast the minimum number of votes that would be necessary to authorize the action at a meeting at which all stockholders entitled to vote thereon were present and voting.			The Board recommends a vote AGAINST this Proposal
		Further information beginning on page 79.
				77


Scale and Reach


~~Proposal~~ 2023 PROXY STATEMENT			5 ~~– Right to Act by Written Consent~~

		77
~~Statement in Opposition~~		78
~~Board Recommendation~~		79
~~Vote Required~~		79
~~Stockholder Proposal No. 2 To Repeal Certain Provisions of, or Amendments to, the Company’s Bylaws Adopted After February 7, 2019~~		80
~~Proposal 6 – To Repeal Certain Provisions of, or Amendments to, the Company’s Bylaws Adopted After February 7, 2019~~		80
~~Statement in Opposition~~		80
~~Board Recommendation~~		81
~~Vote Required~~		81
~~OTHER MATTERS~~		82
~~Questions and Answers~~		82
~~ANNEX A: HP INC. 2021 EMPLOYEE STOCK PURCHASE PLAN~~		90
~~ANNEX B: SUPPLEMENTAL INFORMATION REGARDING PARTICIPANTS~~		96



			FY22 performance highlights


			Net revenue						$5.5 billion non-GAAP operating profit1
			By key segment and business unit


									$3.9 billion non-GAAP free cash flow1




Market leader #1 or #2 In either Print or PC in 48 countries2	Innovation & IP 28k+ Patents	Scale 185/58k Countries/Employees3



Digital Transformation



Portfolio Optimization



Operational Excellence




Climate action Drive toward a net zero carbon, fully regenerative economy while engineering a sustainable portfolio of products and solutions.	Human rights Create a powerful culture of diversity, equity, and inclusion. Advance human rights, social justice, and racial and gender equality across our ecosystem.	Digital equity Lead in activating and innovating holistic solutions that break down the digital divide that prevents many from accessing the education, jobs, and healthcare needed to thrive. Drive digital inclusion to transform lives and communities.



Ranked 1st in America for environmental, social and governance performance for the 4th year in a row	Only tech company globally to receive a Triple A score across Climate, Forests and Water lists	Named one of the 100 Most Sustainable Corporations in the World for the 8th year in a row


Recognized as one of the World’s Most Ethical Companies for the 3rd year in a row	Recognized for the 5th year in a row (3rd year for Sustained Excellence)	Member of the DJSI World and DJSI North America Indices in 2022, ranking 1st in the industry and listed on the world index for the 11th year in a row


Received a score of 100% on the Human Rights Campaign 2021 Corporate Equality Index for LGBTQ Equality	Included in the top 10 companies by revenue for clean energy for the 4th year in a row	Named for the 5th year in a row



Earned a Platinum Recognition level, the 13th consecutive year HP has been recognized			100% score on the Disability Equality Index as a Best Place to Work for Disability Inclusion for the 7th year in a row

~~Proxy Statement~~

Please join us for our Virtual Annual Meeting at www.virtualshareholder meeting.com/HPQ2023.			9To participate in the annual meeting, you will need the 16-digit control number included on your notice of Internet availability of the proxy materials, on your proxy card or on the instructions that accompanied your proxy materials.


Corporate governance and board of directors				13
	Board Proposal No. 1 Election of Directors	13	About Our Corporate Governance	30
	Vote Required	13	Stockholder Engagement	39
	Who We Are	13	Related-Person Transactions Policies and Procedures	40
	How We Are Selected	23	How We Are Compensated	41
	How We Are Organized	25

Audit matters				44
	Board Proposal No. 2 Ratification of Independent Registered Public Accounting Firm	44	Principal Accountant Fees and Services	45
	Vote Required	44	Pre-Approval of Audit and Non-Audit Services Policy	45
	Report of the Audit Committee of the Board of Directors	44

Executive compensation				46
	Board Proposal No. 3 Advisory V ote to A pprove N amed E xecutive O fficer C ompensation	46	Board Proposal No. 4 Advisory Vote on the Frequency of Future “Say on Pay” Votes	76
	Vote Required	46	Vote Required	76
	Compensation Discussion and Analysis	47
	HR and Compensation Committee Report on Executive Compensation	63
	Executive Compensation Tables	64

Ownership of our stock				77
	Common Stock Ownership of Certain Beneficial Owners and Management	77

Stockholder proposal				79
	Stockholder Proposal Right to Act by Written Consent	79	Board Response and Recommendation	80
	Proposal 5 – Shareholder Right to Act by Written Consent	79	Vote Required	80

Other matters				81
	Questions and Answers	81



			Board proposal no. 1


			Election of directors

						The board recommends a vote for each director nominee.

—	~~Xerox has missed consensus revenue estimates in four of the last five quarters;~~
—	~~Xerox’s revenue has fallen from $10.2 billion to $9.2 billion (on a trailing 12-month basis) since June 2018, and this is expected to continue~~–~~Xerox management projects revenue declines of 6% in fiscal 2019;~~
—	Given how much of your business is based on contractual revenue, we are concerned about the decline in customer Total Contract Value (TCV) in excess of revenue declines, which suggests your revenues may decline even faster in future years. We note that the TCV of enterprise signings (including renewals) in 2018 was down 13.9% in constant currency and your churn for 2018 was 18%, both data points which Xerox has stopped providing publicly since the end of 2018;
—	Our review of synergies based on public information and the limited information you have shared does not support achievable synergies of the scale you suggest, and it appears that your assumptions include significant savings that are already included in each company’s independently announced cost reduction plans; and

Name Principal Occupation	Age	HP Director Since	Committees				Other Current Public Company/ Public Registrant Boards
Name Principal Occupation	Age	HP Director Since	A	F	H	N	Other Current Public Company/ Public Registrant Boards
Aida M. Alvarez INDEPENDENT Former Administrator, U.S. Small Business Administration & Cabinet Member	70	2016					K12 Inc. Fastly, Inc. Oportun, Inc.
Shumeet Banerji INDEPENDENT Co-Founder and Partner, Condorcet, LP	60	2011					Reliance Industries Ltd.
Robert R. Bennett INDEPENDENT Managing Director, Hilltop Investments, LLC	61	2013					Discovery Communications, Inc. Liberty Media Corporation
Charles “Chip” V. Bergh INDEPENDENT President and Chief Executive Officer, Levi Strauss & Co.	62	2015					Levi Strauss & Co.
Stacy Brown-Philpot INDEPENDENT Chief Executive Officer, TaskRabbit	44	2015					Nordstrom, Inc.
Stephanie A. Burns INDEPENDENT Former Chief Executive Officer and Chairman, Dow Corning	65	2015					Corning Incorporated Kellogg Company
Mary Anne Citrino INDEPENDENT Senior Advisor and former Senior Managing Director, Blackstone	60	2015					Barclays plc Royal Ahold Delhaize Alcoa Corporation
Richard L. Clemmer INDEPENDENT Chief Executive Officer and Executive Director, NXP Semiconductors N.V.⁽¹⁾	68	2020					NCR Corporation NXP Semiconductors N.V.
Yoky Matsuoka INDEPENDENT Division CEO, Panasonic Corporation	47	2019					None
Stacey Mobley INDEPENDENT Former Senior Vice President, Chief Administrative Officer and General Counsel, E.I. du Pont de Nemours and Company	74	2015					None
Subra Suresh INDEPENDENT President, Nanyang Technological University	63	2015					Singapore Exchange Limited
Enrique Lores President and Chief Executive Officer, HP Inc.	54	2019					None


~~HP benefits from having leading academics in relevant fields sharing their expertise and providing valuable guidance on research trends and emerging areas of innovation.~~			HP operates one of the world’s largest supply chains, spanning a diverse mix of geographies, suppliers, contractors and partners – we benefit from Directors who have successfully led complex operations and can help us to optimize our business model.

It’s essential that we have Directors with experience allocating capital for large and complex enterprises, as these Directors provide valuable insights as HP continues to reduce costs and optimize its cost structure.			As a large global company serving a diverse set of customer segments, HP requires a Board well-versed in navigating complexity and capitalizing on business opportunities to further our innovation and growth.

~~HP’s customers are the foundation of our mission – we continually seek to better serve our customer base with products and solutions that inspire and innovate.~~			Cutting edge R&D, science and engineering have been core to HP’s success for decades – Directors with scientific backgrounds can provide technical advice and bring a deep understanding of the innovative core of our company.

At HP we continually seek to reinvent the Print and PC industries to deliver amazing innovative experiences to our customers – having disruptive innovators on our Board helps inform our strategy and drive us forward.			HP benefits from having Directors with experience leading organizations through significant strategic transactions, including mergers, acquisitions and divestitures, as well as the successful integration of acquired businesses, as these directors provide useful guidance and oversight as HP implements its strategy.

As a Fortune 100 company with a vast financial footprint, it’s essential that we have Directors with strong financial acumen and experience to provide sound oversight and guide our investment strategies.			~~The dynamic and fast-moving markets in which HP operates globally require a Board with strong strategic insights gained through multi-faceted and challenging prior experiences.~~

Substantive government experience on our Board offers us insight into the regulatory environment of the many jurisdictions in which we operate, their legislative and administrative priorities, and the potential implications for our business.			~~With our deep history of innovation, we know that design, technology and user experience add valuable and vital components to our Board dialogue.~~

~~HP operates in 180 countries worldwide, making international business experience a vital perspective on our Board and enabling us to succeed in the many markets in which we operate.~~2023 PROXY STATEMENT			13


Name and principal occupation		Age	HP director since	Committees	Other current public company/public registrant boards

	Aida M. Alvarez Independent Consultant; Former Administrator, U.S. Small Business Administration & Presidential Cabinet Member	73	2016		Stride, Inc. Fastly, Inc. Bill.com Holdings, Inc.


	Shumeet Banerji Independent Co-Founder and Partner, Condorcet, LP	63	2011		Reliance Industries Ltd.


	Robert R. Bennett Independent Managing Director, Hilltop Investments, LLC	64	2013		Warner Bros. Discovery, Inc. Liberty Media Corporation


	Charles “Chip” V. Bergh (CHAIRMAN) Independent President and Chief Executive Officer, Levi Strauss & Co.	65	2015		Levi Strauss & Co.


	Bruce Broussard Independent President and Chief Executive Officer, Humana Inc.	60	2021		Humana Inc.


	Stacy Brown-Philpot Independent Member of Investment Committee, SB Opportunity Fund	47	2015		Nordstrom, Inc.


	Stephanie A. Burns Independent Former Chief Executive Officer and Chairman, Dow Corning	68	2015		Corning Incorporated Kellogg Company


	Mary Anne Citrino Independent Senior Advisor and former Senior Managing Director, Blackstone	63	2015		Alcoa Corporation


	Richard L. Clemmer Independent Chairman, Privafy, Inc.	71	2020		Aptiv PLC Seagate Technology Holdings plc


	Enrique Lores President and Chief Executive Officer, HP Inc.	57	2019		PayPal Holdings, Inc.


	Judith “Jami” Miscik Independent Senior Advisor, Lazard Ltd.	64	2021		General Motors Company Morgan Stanley


	Kim K.W. Rucker Independent Former Executive Vice President, General Counsel and Secretary of Andeavor	56	2021		Celanese Corporation Lennox International Inc. Marathon Petroleum Corporation


	Subra Suresh Independent Former President, Nanyang Technological University	66	2015		Singapore Exchange Limited



Current or former CEO
Business and management HP requires a Board well-versed in navigating complexity and capitalizing on business opportunities to further our innovation and growth.
Customer experience HP’s customers are the foundation of our mission – we continually seek to better serve our customer base with products and solutions that inspire and innovate.
Disruptive innovation We continually seek to reinvent the Print and PC industries to deliver amazing innovative experiences to our customers – having disruptive innovators on our Board helps inform our strategy.
Environmental and social responsibility Experience in environmental and social responsibility related issues and topics strengthens the Board’s oversight of HP’s policies and programs relating to these issues and reinforces HP’s commitment to sustainability and social responsibility.
Finance and capital allocation It is essential that we have Directors with strong financial acumen and experience to provide sound oversight and guide our investment strategies and capital allocation.
Government and government affairs Government and government affairs experience offers us insight into the regulatory environment of the many jurisdictions in which we operate, their legislative and administrative priorities, and the potential implications for our business.
Human capital management Experience in talent development, managing compensation, overseeing inclusion and diversity efforts, and establishing culture strengthens the Board’s oversight of HP’s key human capital management strategies and programs.
International business and affairs HP operates in over 180 countries worldwide, making international business experience a vital perspective on our Board and enabling us to succeed in the many markets in which we operate.
Operations HP operates one of the world’s largest supply chains – we benefit from Directors who have successfully led complex operations and can help us to optimize our business model.
Risk management Experience identifying, assessing and managing a broad spectrum of risks enables directors to effectively oversee the most significant risks facing HP.
Strategic transactions; M&A HP benefits from having Directors with experience leading organizations through significant strategic transactions, including mergers, acquisitions and divestitures.
Strategy The dynamic and fast-moving markets in which HP operates globally require a Board with strong strategic insights gained through multi-faceted and challenging prior experiences.
Technology, cybersecurity and science With our deep history of innovation and our reliance on cutting edge R&D, science and engineering, and the importance of cybersecurity to our business, we know that backgrounds in technology and user experience, cybersecurity policy, governance and risk management, and science and design, add valuable and vital components to our Board dialogue.
Independent
Women
Racially/Ethnically diverse
Tenure (including Hewlett-Packard Company)	7	12	10	7	2	7	7	7	3	3	2	1	7

~~Independent Director~~
Age:70 ~~Director since:~~~~2016~~ 73			HP Board Committees: ~~HRC, NGSR~~ HR and Compensation, Nominating, Governance and Social Responsibility Committee
Director since: 2016


Qualifications: Prior Business and Other Experience —•Founding Chair, Latino Community Foundation (since 2003) —•Administrator, U.S. Small Business Administration (1997–2001) —•Director, Office of Federal Housing Enterprise Oversight (1993–1997) —•Vice President, First Boston Corporation and Bear Stearns & Co. (prior to 1993) Other ~~Key Qualifications~~ key qualifications The Honorable Aida Alvarez brings to the Board a wealth of expertise in media, public affairs, finance, and government. She led important financial and government agencies and served in the Cabinet of U.S. President William J. Clinton ~~where she provided strategic feedback to~~as Administrator of the ~~President.~~U.S. Small Business Administration. She has also been a public finance executive, has chaired a prominent philanthropic organization and was an award-winning journalist. The Board also benefits from Ms. Alvarez’s knowledge of investment banking and finance. Skills Business and Management, Environmental and Social Responsibility, Finance and Capital Allocation, Government and Government Affairs, Strategy
~~GOVERNMENT~~ ~~STRATEGY~~

~~Independent Director~~
Age:60 ~~Director since:~~~~2011~~ 63			HP Board Committees: ~~HRC, NGSR~~ ~~(Chair)~~ HR and Compensation, Nominating, Governance and Social Responsibility Committee
Director since: 2011


Qualifications: Prior Business and Other Experience —•Senior Partner, Booz & Company, a consulting company (May 2012–March 2013) —•Chief Executive Officer, Booz & Company (July 2008–May 2012) —•President of the Worldwide Commercial Business, Booz Allen Hamilton (February 2008–July 2008) —•Managing Director, Europe (2007–2008) and United Kingdom (2003–2007), Booz Allen Hamilton ~~(2007–2008)~~ —~~Managing Director, United Kingdom, Booz Allen Hamilton (2003–2007)~~ —•Faculty, University of Chicago Graduate School of Business Other ~~Key Qualifications~~ key qualifications Mr. Banerji brings to the Board a ~~robust~~strong understanding of the issues facing companies and governments in both ~~mature~~emerging and ~~emerging~~mature markets around the world as the founder of Condorcet, LP, an advisory and investment firm focused on early and development stage technology companies, and through his two decades of work with Booz & Company. In particular, Mr. Banerji has valuable experience in addressing a variety of complex issues ranging from corporate strategy, organizational structure, governance, transformational change, operational performance improvement, and merger integration. ~~As CEO of Booz & Company, Mr. Banerji oversaw the separation of Booz & Company from Booz Allen Hamilton.~~ During his career at Booz Allen Hamilton and Booz & Company, he has advised numerous companies on restructuring and M&A, particularly in mature industries. ~~He is the co-author of Cut Costs, Grow Stronger, published by Harvard~~ Skills Business ~~Press in 2009.~~ and Management, Environmental and Social Responsibility, Finance and Capital Allocation, Human Capital Management, International Business and Affairs, Risk Management, Strategic Transactions; M&A, Strategy
~~CAPITAL~~ ~~ALLOCATION~~ ~~FINANCE~~ ~~ROBUST BUSINESS~~ ~~EXPERIENCE~~

~~Independent Director~~
Age:61 ~~Director since:~~~~2013~~ 64			HP Board Committees: Audit, ~~FIT~~~~(Chair)~~Finance, Investment and Technology Committee
Director since: 2013


Qualifications: Prior Business and Other Experience —•President, Discovery Holding Company (2005–2008) —•President and Chief Executive Officer, Liberty Media Corporation ~~(prior to~~ (1997–2005) •Served in a variety of other executive roles at Liberty Media between 1990 and 1997, including as its principal financial officer from 1991 until 1997 Other ~~Key Qualifications~~ key qualifications Mr. Bennett brings to the Board in-depth knowledge of the media and telecommunications industry and his knowledge of the capital markets and other financial and operational ~~matters from his experience as the president and chief executive officer of another public company.~~matters. Additionally, as a result of his positions at Liberty Media, Mr. Bennett brings experience leading organizations through significant strategic transactions, including acquisitions, divestitures and integration. Mr. Bennett also has an in-depth understanding of finance and has held various financial management positions during his career including serving as CFO of a public company. ~~He also contributes valuable insight to the Board due to his experience serving on the boards of both public~~ Skills Business and ~~private companies.~~ Management, Finance and Capital Allocation, Human Capital Management, International Business and Affairs, Operations, Risk Management, Strategic Transactions; M&A, Strategy, Technology, Cybersecurity and Science
~~CAPITAL~~ ~~ALLOCATION~~ ~~FINANCE~~ ~~ROBUST BUSINESS~~ ~~EXPERIENCE~~ ~~INTERNATIONAL~~ ~~BUSINESS~~

~~Independent Chairman of~~ ~~the Board~~
Age:62 ~~Director since:~~~~2015~~ ~~Chairman since:~~~~2017~~ 65			HP Board Committees: ~~HRC, NGSR~~ HR and Compensation, Nominating, Governance and Social Responsibility Committee
Director since: 2015 Chairman since: 2017


Qualifications: Prior Business and Other Experience —•Group President, Global Male Grooming, Procter & Gamble Co. (2009–September 2011) —•In 28 years at Procter & Gamble, Mr. Bergh served in a variety of executive roles, including managing business in multiple regions worldwide Other ~~Key Qualifications~~ key qualifications Mr. Bergh brings to the Board extensive experience in executive leadership at large global companies and international business management. From his more than 3035 years at Levi Strauss and Procter & Gamble, Mr. Bergh has a strong operational and strategic background with significant experience in brand management. He also brings public company governance experience as a board member and ~~chair of boards and board committees~~committee member of other public and private companies. Skills Business and Management, Customer Experience, Environmental and Social Responsibility, Finance and Capital Allocation, Human Capital Management, International Business and Affairs, Operations, Risk Management, Strategic Transactions; M&A, Strategy, Technology, Cybersecurity and Science
~~CAPITAL~~ ~~ALLOCATION~~ ~~CUSTOMER~~ ~~EXPERIENCE~~ ~~OPERATIONS~~ ~~STRATEGY~~