HP Inc.

Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers. On September 19, 2023, the Board of Directors (the “Board”) of HP Inc. (the “Company”) expanded the size of the Board and elected David Meline to serve as a director of the Company, effective as of November 1, 2023. Mr. Meline is the former Chief Financial Officer of Moderna Inc. The Board has determined that Mr. Meline 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. On September 19, 2023, the Board also appointed Mr. Meline to the Audit Committee and the Finance, Investment and Technology Committee, effective as of November 1, 2023. The Board has also determined that Mr.

On April 19, 2022, HP Inc. (“HP”) held its 2022 annual meeting of stockholders (the “2022 Annual Meeting”). At the 2022 Annual Meeting, HP’s stockholders approved the Third Amended and Restated HP Inc. 2004 Stock Incentive Plan (the “Amended 2004 Plan”), which had previously been approved by the HR and Compensation Committee of the Board of Directors of HP, subject to stockholder approval. The primary change to the Amended 2004 Plan is to make an additional 30,000,000 shares of HP’s common stock available for issuance pursuant to share-based compensation awards granted under the plan.

(b) Barb Barton Weiszhaar will step down as HP Inc.’s (“ HP ”) acting Global Controller, effective April 15, 2022. She will move into a new role in HP’s finance organization. (c) On April 11, 2022, HP appointed Jon Faust as Global Controller, effective April 15, 2022, to succeed Barb Barton Weiszhaar. Mr. Faust, age 44, has served as HP’s Head of Finance Transformation & Corporate Services since joining HP in August 2021.

(b) On February 14, 2022, Christoph Schell notified HP Inc. (" HP ") that he will step down as HP’s Chief Commercial Officer, effective February 18, 2022, and that he will leave HP on March 11, 2022, for an outside role.

(d) On November 17, 2021, HP Inc. (the “Company”) filed a Current Report on Form 8-K (the “Initial 8-K”) disclosing that, on November 16, 2021, the Board of Directors (the “Board”) of the Company had expanded the size of the Board and elected Kim K.W. Rucker to serve as a director of the Company, effective immediately. At the time of the filing of the Initial 8-K, the Board had not determined Ms. Rucker’s committee assignments. This Amendment No. 1 to the Initial 8-K is being filed to disclose that, on January 13, 2022, the Board appointed Ms. Rucker to its Audit Committee and its Nominating, Governance and Social Responsibility Committee, in each case effective immediately. The Board has determined that Ms. Rucker meets the additional independence and financial literacy requirements for service on the Audit Committee.

(d) On November 16, 2021, the Board of Directors (the “Board”) of HP Inc. (the “Company”) expanded the size of the Board and elected Kim K.W. Rucker to serve as a director of the Company, effective immediately. Ms. Rucker is the former executive vice president, general counsel and secretary of Andeavor, which was acquired by Marathon Petroleum in 2018. The Board has determined that Ms. Rucker 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 anticipates naming Ms. Rucker to serve on one or more committees of the Board, but at the time of this Form 8-K, the Board has not determined the committee(s) to which she will be named. Ms.

(d) On June 22, 2021, HP Inc. (the “Company”) filed a Current Report on Form 8-K (the “Initial 8-K”) disclosing that the Board of Directors (the “Board”) of the Company had expanded the size of the Board and elected Bruce Broussard to serve as a director of the Company, effective immediately. At the time of the filing of the Initial 8-K, the Board had not determined Mr. Broussard’s committee assignments. This Amendment No. 1 to the Initial 8-K is being filed to disclose that, on September 29, 2021, the Board appointed Mr. Broussard to its Human Resources and Compensation Committee and its Nominating, Governance and Social Responsibility Committee, in each case effective immediately.

(d) On June 22, 2021, the Board of Directors (the “Board”) of HP Inc. (the “Company”) expanded the size of the Board and elected Bruce Broussard to serve as a director of the Company, effective immediately. Mr. Broussard currently serves as the President and Chief Executive Officer of Humana, a leading healthcare company . The Board has determined that Mr. Broussard 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 anticipates naming Mr. Broussard to serve on one or more committees of the Board, but at the time of this Form 8-K, the Board has not determined the committee(s) to which he will be named. Mr.

(b) On May 18, 2021, Claire Bramley, HP Inc's ("HP") Global Controller, notified HP that she will leave HP on June 11, 2021, for an outside role. (c) On May 21, 2021, HP appointed Barb Barton Weiszhaar as acting Global Controller, effective June 5, 2021, to succeed Claire Bramley, who, as disclosed in (b) above will leave HP. Ms. Weiszhaar, 57, currently serves as HP’s CFO Chief of Staff and Operations Lead, a position she has held since April 2020. During her appointment, she will continue as Operations Lead. Prior to April 2020, she served as HP's Chief Tax Officer from November 2015 to March 2020 and in other leadership roles, including Chief Operations Officer for Tax, prior to the November 2015 separation of Hewlett-Packard Company into HP and Hewlett Packard Enterprise Company. Ms.

(b) On February 17, 2021, Yoky Matsuoka informed HP Inc.’s (the “Company”) Board of Directors (the “Board”) that, for personal reasons, she does not intend to stand for re-election as a Director at the Company’s next annual meeting of stockholders (the “Annual Meeting”), which is expected to be held in April 2021. Ms. Matsuoka will complete her current term as a Director, which expires at the Annual Meeting. On February 16, 2021, Stacey Mobley informed the Board that, for personal reasons, he does not intend to stand for re-election as a Director at the Annual Meeting. Mr. Mobley will complete his current term as a Director, which expires at the Annual Meeting. The Board and management team supports the personal decisions of Ms. Matsuoka and Mr. Mobley and thanks them both for their years of service and the guidance they have provided during their tenure.

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.

On January 19, 2021, HP Inc. (the “Company”) announced that Kim Rivera, President, Strategy and Business Management, Chief Legal Officer and Secretary of the Company, will step down from her positions as President, Strategy and Business Management, Chief Legal Officer and Secretary, effective February 1, 2021. On January 14, 2021, the Board of Directors of the Company appointed Harvey Anderson as Chief Legal Officer and Secretary of the Company to succeed Ms. Rivera, effective February 1, 2021. The Company has entered into an agreement (the “Special Advisor to the CEO Agreement”) with Ms. Rivera, pursuant to which she will transition to serve as Special Advisor to the CEO, a non-executive officer role, from February 1, 2021 through December 31, 2021 (or such earlier date as Ms. Rivera’s employment may terminate). Subject to the terms of the Special Advisor to the CEO Agreement, Ms.

On September 8, 2020, HP Inc. (the “Company”) appointed Marie Myers as acting Chief Financial Officer of the Company, effective October 1, 2020. Ms. Myers succeeds Steve Fieler, who notified the Company on September 7, 2020 that he will leave the Company for a role outside the Company, effective October 2, 2020. Ms. Myers, 52, has served as the Company’s Chief Transformation Officer since June 2020 and the Company’s Chief Digital Officer after returning to the Company in March 2020. Prior to returning to the Company, Ms. Myers was the Chief Financial Officer of UiPath, a robotic process automation company, from December 2018 to December 2019. Ms.

(b) On May 11, 2020, Dion J. Weisler informed the Board of Directors of HP Inc. (“HP”) that he would be stepping down as a member of the Board of Directors of HP, effective as of May 12, 2020.

(b) On May 11, 2020, Dion J. Weisler informed the Board of Directors of HP Inc. (“HP”) that he would be stepping down as a member of the Board of Directors of HP, effective as of May 12, 2020.

(d) Effective February 27, 2020, the Board of Directors (the “Board”) of HP Inc. (“HP”) expanded the size of the Board to thirteen members and appointed Richard L. Clemmer to fill the resulting vacancy. As previously announced, the size of the Board will be reduced by one upon the effectiveness of Dion Weisler’s previously announced departure from the Board in connection with the 2020 Annual Meeting, with the result that the size of the Board will be twelve. Mr. Clemmer has served as the Chief Executive Officer and Executive Director of NXP Semiconductors N.V. since January 2009. The Board has determined that Mr. Clemmer qualifies as an independent director under the listing standards of the New York Stock Exchange. The Board anticipates naming Mr.

As previously disclosed, on August 20, 2019, the Board of Directors (the “Board”) of HP Inc. (the “Company”) appointed Enrique Lores as President and Chief Executive Officer of the Company and as a member of the Board, in each case effective November 1, 2019. On September 25, 2019, the independent directors of the Board approved the compensation program for Mr. Lores to be effective upon assuming the roles as President and Chief Executive Officer. Under this compensation program, Mr. Lores will be eligible to receive an annual base salary of $1,200,000, a target annual cash bonus under the Company’s Pay-for-Results program under the Company’s Stock Incentive Plan of 200% of base salary, and other benefits, including annual equity grants, generally available to the Company’s senior executives. On December 6, 2019, Mr.

On August 22, 2019, HP Inc. (the “Company”) announced that Dion Weisler, the Company’s President and Chief Executive Officer, will step down from his positions as President and Chief Executive Officer, effective November 1, 2019. Upon stepping down from such positions, Mr. Weisler will continue to be employed by the Company as Senior Executive Advisor, a non-executive officer role, through January 31, 2020. During this period, Mr. Weisler’s current compensation arrangements will remain unchanged. Mr. Weisler will also continue to serve as a member of the Board of Directors until the completion of the Company’s 2020 Annual Meeting of Stockholders. On August 20, 2019, the Company’s Board of Directors appointed Enrique Lores as President and Chief Executive Officer of the Company and as a member of the Board of Directors, in each case effective November 1, 2019. Mr.

(d) On January 17, 2019, the Board of Directors (the “Board”) of HP Inc. (the “Company”) elected Yoky Matsuoka to serve as a director of the Company, effective immediately. Ms. Matsuoka currently serves as a Vice President at Google’s newly formed health care technology group. Ms. Matsuoka 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.

On December 1, 2018, Kim Rivera, who currently serves as the Chief Legal Officer of HP Inc. (the “Company”), was appointed as the Company’s President, Strategy and Business Management, effective January 1, 2019. She succeeds the Company’s interim Chief Operating Officer, Catherine A. Lesjak, who, as previously announced, will retire in early 2019. In addition to retaining her role as the Chief Legal Officer, in her new role as the Company’s President, Strategy and Business Management, Ms. Rivera will lead the Company’s strategy and business management organization. Ms. Rivera has served as Chief Legal Officer, General Counsel and Corporate Secretary of the Company since November 2015. Prior to joining the Company, she served as the Chief Legal Officer and Corporate Secretary at DaVita Health Care Partners where she was employed from 2010 to 2015.

On June 13, 2018, HP Inc. (the “Company”) announced that Alex Cho has been appointed as President of its Personal Systems business, effective immediately. Mr. Cho most recently served as Vice President and General Manager of the Company’s Commercial PC business group. As head of the $35 billion Personal Systems business, he will lead a global technology portfolio spanning PCs, displays and accessories, services, software, and immersive computing. Mr. Cho succeeds Ron Coughlin, who notified the Company on June 8, 2018 that he is leaving the Company to pursue a chief executive opportunity outside the technology sector in his hometown of San Diego, CA.

On May 29, 2018, HP Inc. (the “Company”) announced that Steve Fieler has been appointed the Chief Financial Officer of the Company, effective July 1, 2018. He will succeed Catherine A. Lesjak who will become the Company’s interim Chief Operating Officer, effective July 1, 2018, until her retirement in early 2019. These officer appointments were approved on May 26, 2018. Ms. Lesjak’s compensation will not change as a result of her transition from Chief Financial Officer to interim Chief Operating Officer. Mr. Fieler, 45, has served as Head of Global Treasury of the Company, since January 2017, leading the treasury and corporate finance functions where he is responsible for managing cash, debt, risk management and capital structure as well as financial planning and analysis, investor relations, credit and collections and corporate development. Mr.

On September 26, 2017, Carl Bass, member of the Board of Directors (the “Board”) of HP Inc. (the “Company”) and Chair of the HR & Compensation Committee (the “HRC Committee”) of the Board informed the Board that he will be stepping down from the positions of Chair of the HRC Committee and member of the Board, effective as of September 26, 2017. As a result, Stephanie Burns, who currently serves on the Board, has been appointed to serve as the Chair of the HRC Committee effective as of such time. In connection with Mr. Bass’s stepping down from the Board, the vesting of his outstanding restricted stock units granted to him in 2017 for his Board service has been accelerated to September 26, 2017. In addition, the Board has fixed the size of the Board at ten directors, effective upon and as of Mr. Bass’s departure.

On July 26, 2017, HP Inc. (the “Company”) issued a press release announcing that Margaret C. Whitman, member and Chairman of the Board of Directors (the “Board”) of the Company informed the Board on July 25, 2017 that she will be stepping down from the positions of Chairman and member of the Board, effective as of July 26, 2017. Effective upon Ms. Whitman’s stepping off the Board, the vesting of her outstanding restricted stock units granted to her in 2017 for her Board service has been accelerated, and the post-departure exercise period of certain of her vested but unexercised options has been extended from 90 days to one year. In addition, the Board has fixed the size of the Board at 11 directors, effective upon and as of Ms. Whitman’s stepping off the Board. As a result, Ms.

(d) On February 8, 2016, the Board of Directors (the “Board”) of HP Inc. (“HP”) elected Aida Alvarez, former administrator of the Small Business Administration and current board member of Wal-Mart Stores, Inc. to serve as a director of HP, effective on February 8, 2016. Ms. Alvarez will receive compensation for service as a non-employee director of HP consistent with the compensation generally provided to other HP non-employee directors, as determined by the Board from time to time.