Hewlett Packard : Proxy Statement (definitive)

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Filed by the Registrant ý

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES

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• ý Definitive Proxy Statement

• o Definitive Additional Materials

• o Soliciting Material under §240.14a-12

HEWLETT PACKARD ENTERPRISE COMPANY

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Hewlett Packard Enterprise Company 6280 America Center Drive

San Jose, California 95002www.hpe.com

Patricia F. Russo Chair of the Board

Fellow Stockholders,

This time last year, I shared with you a message of transformation, marking the end of an era and beginning the next chapter for Hewlett Packard Enterprise. Many of you have been with the HPE family every step of the way and some of you have joined us more recently because you are excited about the possibilities before us. As Antonio mentioned, we have indeed made important progress with our transformation over the last year. We have a clear strategy, a more agile structure, a streamlined portfolio, and a strong leadership team. This year, from our enhanced position of strength, we are furthering our investments in our people, our business, and our world.

Over the past year, we have significantly increased the investment in our people and in the culture we are building at our company. From humble beginnings in a Palo Alto garage to the global industry leader we are today, we have always recognized that people are the heart of HPE. As you read in Antonio's message, in 2018, he declared that the HPE culture was one of his top three priorities for the company. Additionally, the Board of Directors is very committed to HPE's talent and culture agenda, and we are very pleased with the increased engagement across the teams.

Additionally, Antonio, his leadership team, and our Board have made important investments in our business. Our company has always been an engine of innovation. That spirit is alive and well today, fueled by recent acquisitions like BlueData and Cape Networks; collaborations with innovative startups like Jungla and leading institutions like COSMOS Research Group; and a $4 billion commitment to the Intelligent Edge business. Our customers are advancing leading-edge research, realizing greater efficiencies, and improving outcomes for their customers because of HPE's best-in-class innovations. That's both inspiring and a big part of why the company will continue to drive both customer and stockholder value.

Finally, one of the most critical ways we invest in our collective future is by strengthening the communities where we live and work. We are proud to have both a legacy and a modern-day commitment to community engagement and support. Last year, we donated to more than 4,300 charities in 41 countries, delivered eHealth solutions to more than 500,000 patients in 18 Indian states, provided more than $14.5 million in loans to entrepreneurs in 85 countries, and launched a global day of service across every geography. We reduced our greenhouse gas emissions by 25% and introduced important sustainability goals and smart city partnerships that earned global awards and recognition.

As we reflect on where the company has been and where we are going, we are excited to invite you to attend the fourth annual meeting of stockholders of HPE on Wednesday, April 3, 2019 at 11:00 a.m., Pacific Time. This year's meeting will again be completely virtual, conducted via live webcast. We are pleased to provide access to our proxy materials over the Internet under the U.S. Securities and Exchange Commission's "notice and access" rules. As a result, we are mailing to many of our stockholders a notice of Internet availability rather than a paper copy of this proxy statement and our 2018 Annual Report. The notice contains instructions on how to access those documents over the Internet as well as how to receive a paper copy of our proxy materials. All stockholders who do not receive a notice will receive a paper copy by mail unless they have previously requested delivery of proxy materials electronically. Continuing to employ this distribution process will conserve natural resources and reduce the costs of printing and distributing our proxy materials. Your vote is important to us and we do hope you will vote as soon as possible.

It has been a pleasure for us, your Board of Directors, to provide independent and expert oversight over the transformative strategies being advanced to create value for our customers. Our investments in building a strong culture and business were all made possible by the investment you, our stockholders, made in us. So, on behalf of our people and our business, I thank you for your continued support of Hewlett Packard Enterprise.

On behalf of the Hewlett Packard Enterprise Board of Directors,

Patricia F. Russo Chair of the Board

Hewlett Packard Enterprise Company 6280 America Center Drive

San Jose, California 95002 [phone]

Notice of annual meeting of stockholders

Time and Date	11:00 a.m., Pacific Time, on Wednesday, April 3, 2019

Place

Items of business

Online at HPE.onlineshareholdermeeting.com

1	To elect the 12 directors named in this proxy statement

• 2 To ratify the appointment of the independent registered public accounting firm for the fiscal year endingOctober 31, 2019

• 3 To approve, on an advisory basis, the Company's executive compensation

• 4 To consider and vote upon one stockholder proposal, if properly presented

5	To consider such other business as may properly come before the meeting

Adjournments and postponements

Any action on the items of business described above may be considered at the annual meeting at the time and on the date specified above or at any time and date to which the annual meeting may be properly adjourned or postponed.

Record date

You are entitled to vote only if you were a Hewlett Packard Enterprise Company stockholder as of the close of business on February 4, 2019.

2019 notice and proxy statement

Virtual meeting admission

Stockholders of record as of February 4, 2019 will be able to participate in the annual meeting by visiting HPE.onlineshareholdermeeting.com . To participate in the annual meeting, you will need the 16-digit control number included on your notice of Internet availability of the proxy materials, on your proxy card or on the instructions that accompanied your proxy materials. The annual meeting will begin promptly at 11:00 a.m., Pacific Time.

Pre-meeting

The online format for the annual meeting also allows us to communicate more effectively with you viawww.proxyvote.comfor beneficial owners and proxyvote.com/hpe for registered stockholders; at these sites you can submit questions in advance of the annual meeting, and also access copies of our proxy statement and 2018 Annual Report on Form 10-K.

Voting

Your vote is very important to us. Regardless of whether you plan to participate in the annual meeting, we hope you will vote as soon as possible. You may vote your shares over the Internet or via a toll-free telephone number. If you received a paper copy of a proxy or voting instruction card by mail, you may also submit your proxy or voting instruction card for the annual meeting by completing, signing, dating and returning your proxy or voting instruction card in the pre-addressed envelope provided. Stockholders of record and beneficial owners will be able to vote their shares electronically during the annual meeting (other than shares held through the Hewlett Packard Enterprise Company 401(k) Plan, which must be voted prior to the meeting). For specific instructions on how to vote your shares, please refer to the section entitled Questions and answers - Voting information beginning on page 91 of the proxy statement.

By order of the Board of Directors,

John F. Schultz

Executive Vice President, Chief Legal and Administrative

Officer and Corporate Secretary

This notice of annual meeting and proxy statement and form of proxy are being distributed and made available on or about February 13, 2019.

Important notice regarding the availability of proxy materials for the stockholder meeting to be held on April 3, 2019.

This proxy statement and Hewlett Packard Enterprise Company's 2018 Annual Report on Form 10-K are available electronically atwww.hpe.com/investor/stockholdermeeting2019 and with your 16-digit control number by visiting www.proxyvote.com for beneficial owners and proxyvote.com/hpe for registered stockholders.

2019 notice and proxy statement

Table of Contents

Proxy statement executive summary 1

Corporate governance 2

Stockholder outreach and engagement 2

Environmental and social governance through living progress 4

Hewlett Packard Enterprise board of directors 5

Board composition 5

Director candidate selection and evaluation 7

Board and committee meetings and attendance 8

Board leadership structure 8

Board structure and committee composition 9

Board risk oversight 14

Succession planning 15

Director evaluations 15

Limits on director service on other public company boards 15

Director independence 16

Director compensation and stock ownership guidelines 19

Non-employee director stock ownership guidelines 22

Stock ownership information 23

Common stock ownership of certain beneficial owners and management 23

Section 16(a) beneficial ownership reporting compliance 25

Related persons transaction policies and procedures 25

Governance documents 27

Communications with the board 27

Proposals to be voted on 28

Proposal No. 1 Election of directors 28

Proposal No. 2 Ratification of independent registered public accounting firm 43

Proposal No. 3 Advisory vote to approve executive compensation 44

Proposal No. 4 Stockholder proposal related to action by written consent of stockholders 46

Executive compensation 50

Compensation discussion and analysis 50

Executive summary 50

Executive compensation pay-for-performance philosophy 53

Oversight and authority over executive compensation 54

Detailed compensation discussion and analysis 55

Process for setting and awarding fiscal 2018 executive compensation 56

Compensation program enhancements for fiscal 2018 57

Determination of fiscal 2018 executive compensation 58

Other compensation-related matters 65

HRC committee report on executive compensation 68

Summary compensation table 69

Grants of plan-based awards in fiscal 2018 72