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NYSE: HPQ HP INC 8-K

HP stockholders approve 73.6M share expansion for employee equity compensation

Filed April 21, 2026 · Period ending April 16, 2026 · ~1 min read

5 key changes 2 sections

Key Changes

  • medium

    Stockholders approved adding 73.6 million shares to HP's equity compensation plan, expanding the pool available for stock-based employee awards and increasing potential dilution to existing shareholders.

    Item 5.07: Stock Plan verify on EDGAR →
  • low

    All twelve director nominees were elected to HP's board with vote totals ranging from 619M to 650M in favor, representing routine governance continuity with no contested seats.

    Item 5.07: Director Elections verify on EDGAR →
  • low

    Stockholders approved executive compensation in advisory say-on-pay vote with 603M votes in favor versus 52M against, indicating support for current pay practices.

    Item 5.07: Say-on-Pay verify on EDGAR →
  • low

    Ernst & Young was ratified as HP's auditor for fiscal 2026 with 723M votes in favor, a routine annual approval confirming the audit committee's selection.

    Item 5.07: Auditor verify on EDGAR →
  • low

    Shareholder proposal requiring independent board chairman was rejected with 548M votes against versus 105M in favor, supporting HP's current leadership structure.

    Item 5.07: Governance Proposal verify on EDGAR →

Summary

HP held its 2026 annual stockholder meeting on April 16, with the most significant outcome being approval to expand the company's equity compensation pool by 73.6 million shares. This amendment to HP's 2004 Stock Incentive Plan gives management more flexibility to grant stock-based awards for talent retention but will dilute existing shareholders' ownership stakes over time as these awards vest.

All routine governance matters passed without controversy. The twelve-member board was re-elected, Ernst & Young was confirmed as auditor, and executive compensation received strong support in the advisory vote. Notably, shareholders rejected a proposal to require an independent board chairman by a wide margin, signaling comfort with HP's current governance structure.

Retail investors should monitor HP's actual equity grant activity over the next year to assess how aggressively management uses this expanded share pool. The dilution impact will depend on grant sizes and vesting schedules disclosed in future proxy statements.

Section-by-Section Diff

Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation

~63 words

HP Inc. held its 2026 annual meeting of stockholders on April 16, 2026, with Item 5.02 disclosure regarding directors or officers.

1 Added
Show 1 minor / wording change
Added Annual meeting held low

Added in current filing · verify on EDGAR →

On April 16, 2026, HP Inc. (“HP”) held its 2026 annual meeting of stockholders (the “2026 Annual Meeting”).

HP Inc. disclosed that it held its annual stockholder meeting on April 16, 2026. The filing references Item 5.02, which typically covers director elections, officer appointments, or departures, though the text appears truncated and does not provide complete details of what actions were taken at the meeting.

Event · Item 9.01 — Financial Statements and Exhibits

~100 words

HP Inc. filed its Fifth Amended and Restated 2004 Stock Incentive Plan as an exhibit to this 8-K.

1 Added
Show 1 minor / wording change
Added Stock Incentive Plan Amendment low

Added in current filing · verify on EDGAR →

Fifth Amended and Restated HP Inc. 2004 Stock Incentive Plan.

HP Inc. has filed an amended and restated version of its 2004 Stock Incentive Plan. This is the fifth amendment to the plan, which governs equity compensation for employees and executives. The filing does not disclose the specific changes made in this restatement.

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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 2, 2026 · How we verify