Hewlett Packard Enterprise Co.

04/04/2025 | Press release | Distributed by Public on 04/04/2025 14:08

Proxy Results, Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 2, 2025, at the 2025 annual meeting of stockholders (the "2025 Annual Meeting") of Hewlett Packard Enterprise Company (the "Company"), the Company's stockholders approved (1) an amendment ("Amendment No. 4") to the Hewlett Packard Enterprise Company 2021 Stock Incentive Plan (the "SIP Plan") to increase the number of shares of common stock reserved for issuance under the 2021 Plan by 22 million (22,000,000) shares, and (2) an amendment ("Amendment No. 1") to the Hewlett Packard Enterprise Company 2015 Employee Share Purchase Plan (the "ESP Plan") to extend the term of the ESP Plan by ten (10) years. The Company's Board of Directors approved Amendment No. 4 to the SIP Plan and Amendment No. 1 to the ESP Plan, subject to stockholder approval, on February 6, 2025.
The foregoing descriptions of Amendment No. 4 to the SIP Plan and Amendment No. 1 to the ESP Plan are qualified in their entirety by reference to Amendment No. 4 and Amendment No. 1, which are filed as Exhibits 10.1 and 10.2, respectively, to this report.
A more complete description of (i) the terms of Amendment No. 4 and the SIP Plan can be found in "Proposal no. 3: Vote to approve Amendment No. 4 to the Hewlett Packard Enterprise Company 2021 Stock Incentive Plan to increase the plan's shares available for issuance" on pages 57 to 65 of the Company's definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on February 12, 2025 (the "2025 Proxy Statement"), and (ii) the terms of Amendment No. 1 and the ESP Plan can be found in "Proposal no. 4: Vote to approve Amendment No. 1 to the Hewlett Packard Enterprise Company 2015 Employee Share Purchase Plan to extend the plan's duration" on pages 66 to 69 of the Company's 2025 Proxy Statement, which descriptions are incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On April 2, 2025, the Company held its 2025 Annual Meeting. At the 2025 Annual Meeting, the Company's stockholders voted on six proposals and cast their votes as described below. The proposals are described in the Company's 2025 Proxy Statement.
Proposal 1
The Company's stockholders cast their votes to elect 12 individuals to the Company's Board of Directors for the succeeding year or until their successors are duly qualified and elected as set forth below:
Name Votes For Votes Against Abstentions Broker Non-Votes
Pamela L. Carter 948,964,573 43,464,272 1,365,600 153,093,912
Frank A. D'Amelio 989,222,840 3,167,453 1,404,152 153,093,912
Regina E. Dugan 989,469,284 3,041,922 1,283,239 153,093,912
Jean M. Hobby 988,534,712 3,964,190 1,295,543 153,093,912
Raymond J. Lane 986,478,437 5,968,543 1,347,465 153,093,912
Ann M. Livermore 975,467,083 16,548,792 1,778,570 153,093,912
Bethany J. Mayer 958,413,078 34,085,578 1,295,789 153,093,912
Antonio F. Neri 988,570,084 3,946,941 1,277,420 153,093,912
Charles H. Noski 975,898,634 16,501,910 1,393,901 153,093,912
Raymond E. Ozzie 988,615,119 3,797,694 1,381,632 153,093,912
Gary M. Reiner 972,020,255 20,369,945 1,404,245 153,093,912
Patricia F. Russo 940,852,940 51,824,294 1,117,211 153,093,912
Proposal 2
The Company's stockholders cast their votes to ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending October 31, 2025 as set forth below:
Votes For Votes Against Abstentions Broker Non-Votes
1,118,842,324 26,571,929 1,474,104 -
Proposal 3
The Company's stockholders cast their votes to approve Amendment No. 4 to the Hewlett Packard Enterprise Company 2021 Stock Incentive Plan, as set forth below:
Votes For Votes Against Abstentions Broker Non-Votes
695,894,511 295,039,360 2,860,574 153,093,912
Proposal 4
The Company's stockholders cast their votes to approve Amendment No. 1 to the Hewlett Packard Enterprise Company 2015 Employee Stock Purchase Plan, as set forth below:
Votes For Votes Against Abstentions Broker Non-Votes
985,703,599 6,804,649 1,286,197 153,093,912
Proposal 5
The Company's stockholders cast their votes with respect to the advisory vote to approve executive compensation as set forth below:
Votes For Votes Against Abstentions Broker Non-Votes
886,480,847 104,459,232 2,854,366 153,093,912
Proposal 6
The Company's stockholders cast their votes with respect to the stockholder proposal entitled: "Transparency in Lobbying", as set forth below:
Votes For Votes Against Abstentions Broker Non-Votes
213,898,665 773,254,199 6,641,581 153,093,912