Filed: 1 Feb 21, 8:43am
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
January 29, 2021
Date of Report (Date of Earliest Event Reported)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
(Commission File Number)
1501 Page Mill Road, Palo Alto, California
(Address of principal executive offices)
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading Symbol(s)||Name of each exchange on which registered|
|Common stock, par value $0.01 per share||HPQ||New York Stock Exchange|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 29, 2021, the Board of Directors (the “Board”) of HP Inc. (the “Company”) expanded the size of the Board and elected Judith (“Jami”) Miscik to serve as a director of the Company, effective immediately. Ms. Miscik currently serves as the Chief Executive Officer and Vice Chair of Kissinger Associates, an international geopolitical consulting firm. The Board also appointed Ms. Miscik to the Audit Committee and the Nominating, Governance and Social Responsibility Committee of the Board. The Board has determined that Ms. Miscik qualifies as an independent director under the listing standards of the New York Stock Exchange and the director independence standards set forth in the Company’s Corporate Governance Guidelines. The Board has also determined that Ms. Miscik meets the additional independence and financial literacy requirements for service on the Audit Committee.
Ms. Miscik will receive compensation for service as a non-employee director of the Company consistent with the compensation generally provided to other non-employee directors, as determined by the Board from time to time. Currently, non-employee directors generally receive, among other things (i) an annual cash retainer of $105,000, which, in lieu of cash, he or she may elect to receive an equivalent value of Company equity securities in the form of fully vested shares of common stock of the Company (“shares”), and an annual equity retainer of $215,000 in the form of fully vested shares, (ii) $2,000 in cash for each Board meeting attended in excess of ten per year and (iii) $2,000 in cash for each Board committee meeting attended in excess of ten meetings per committee per year. For Ms. Miscik’s first partial year of Board service, her annual cash retainer will be pro-rated and paid in the form of cash and her annual equity retainer will be pro-rated and paid in the form of fully vested shares.
There are no arrangements or understandings between Ms. Miscik and any other persons pursuant to which Ms. Miscik was selected as a director. Ms. Miscik has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
DATE: February 1, 2021
/s/ RUAIRIDH ROSS
Global Head of Strategic Legal Matters and Assistant Secretary