Hewlett Packard Enterprise Co.

04/03/2026 | Press release | Distributed by Public on 04/03/2026 07:51

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 1, 2026, at the 2026 annual meeting of stockholders (the "2026 Annual Meeting") of Hewlett Packard Enterprise Company (the "Company"), the Company's stockholders approved an amendment ("Amendment No. 5") 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. The Company's Board of Directors approved Amendment No. 5 to the SIP Plan, subject to stockholder approval, on February 5, 2026.
The foregoing descriptions of Amendment No. 5 to the SIP Plan is qualified in their entirety by reference to Amendment No. 5, which is filed as Exhibit 10.1 to this report.
A more complete description of the terms of Amendment No. 5 and the SIP Plan can be found in "Proposal no. 3: Vote to approve Amendment No. 5 to the Hewlett Packard Enterprise Company 2021 Stock Incentive Plan to increase the plan's shares available for issuance" on pages 59 to 67 of the Company's definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on February 11, 2026 (the "2026 Proxy Statement"), which description is incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On April 1, 2026, the Company held its 2026 Annual Meeting. At the 2026 Annual Meeting, the Company's stockholders voted on five proposals and cast their votes as described below. The proposals are described in the Company's 2026 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
Robert M. Calderoni 998,182,165 7,039,522 1,490,273 157,291,562
Pamela L. Carter 967,224,802 37,838,198 1,648,960 157,291,562
Frank A. D'Amelio 987,048,199 17,942,660 1,721,101 157,291,562
Regina E. Dugan 999,466,908 5,648,304 1,596,748 157,291,562
Jean M. Hobby 999,175,720 5,951,492 1,584,748 157,291,562
Raymond J. Lane 998,218,216 6,768,744 1,725,000 157,291,562
Ann M. Livermore 987,828,053 17,236,695 1,647,212 157,291,562
Bethany J. Mayer 975,162,133 29,822,058 1,727,769 157,291,562
Antonio F. Neri 999,472,441 6,088,334 1,151,185 157,291,562
Charles H. Noski 991,483,292 13,412,898 1,815,770 157,291,562
Gary M. Reiner 984,484,240 20,398,877 1,828,843 157,291,562
Patricia F. Russo 957,364,935 47,841,595 1,505,430 157,291,562
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, 2026 as set forth below:
Votes For Votes Against Abstentions Broker Non-Votes
1,143,409,866 18,711,455 1,882,201 -
Proposal 3
The Company's stockholders cast their votes to approve Amendment No. 5 to the Hewlett Packard Enterprise Company 2021 Stock Incentive Plan, as set forth below:
Votes For Votes Against Abstentions Broker Non-Votes
757,960,873 247,372,667 1,378,420 157,291,562
Proposal 4
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
740,427,894 264,120,706 2,163,360 157,291,562
Proposal 5
The Company's stockholders cast their votes with respect to the stockholder proposal entitled: "Report on Discrimination in Charitable Support", as set forth below:
Votes For Votes Against Abstentions Broker Non-Votes
8,378,781
 		990,064,677 8,268,502 157,291,562
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