Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
(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. Clemmer 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. Clemmer will receive compensation for service as a non-employee director of
the Company on terms generally consistent with the compensation provided to
other non-employee directors, as determined by the Board from time to time.
There are no arrangements or understandings between Mr. Clemmer and any other
persons pursuant to which Mr. Clemmer was selected as a director. Mr. Clemmer
has no direct or indirect material interest in any transaction required to be
disclosed pursuant to item 404(a) of Regulation S-K.
Item 8.01. Regulation FD Disclosure
A copy of the Company's news release announcing Mr. Clemmer's appointment has
been filed as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits.
(d) Exhibits. The following exhibits are filed as part of this report:
99.1 Press Release, dated February 27, 2020
104 Cover Page Interactive Data File, formatted in Inline XBRL
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