Item 2.02 Results of Operations and Financial Condition.
The information contained in this Item 2.02 and in the accompanying Exhibit 99.1 shall not
be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or incorporated by reference in any filing under the Exchange
Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by
specific reference in such filing.
On March 2, 2021, Hewlett Packard Enterprise Company ("HPE") issued a press
release relating to segment results for its fiscal quarter ended January 31,
2021. A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangement of Certain Officers.
Effective March 2, 2021 (the "Transition Date"), Peter J. Ungaro will cease
serving as Senior Vice President, General Manager, High Performance Computing
(HPC) and Mission Critical Solutions (MCS) and will cease to be an executive
officer of HPE. In order to facilitate an orderly transition of his duties and
job responsibilities, Mr. Ungaro will be employed in the role of Special Advisor
to the Chief Executive Officer from the Transition Date until on or about April
2, 2021 (the "Separation Date") and will continue to earn his regular base
salary during this period.
HPE and Mr. Ungaro have entered into a Transition and Separation Agreement dated
March 1, 2021 (the "Transition Agreement") providing that Mr. Ungaro will
commence a six-month consulting term for HPE shortly after the Separation Date
during which he will be paid a $150,000 per month fee and have the opportunity,
subject to Mr. Ungaro's provision of ongoing consulting service and to the HPC &
MCS business unit achieving certain financial performance objectives, to earn a
success fee with a target value of $315,000. The Transition Agreement also
contains standard six-month non-competition and non-solicitation provisions, as
well as confidentiality, waiver and non-disparagement provisions and a general
release of claims against HPE. Pursuant to the Transition Agreement, Mr. Ungaro
will receive a COBRA health benefit subsidy for up to six months after the
Separation Date. Otherwise, Mr. Ungaro will receive no severance pay and will
forfeit all outstanding cash and equity incentive awards upon his termination of
employment on the Separation Date.
Item 7.01 Regulation FD Disclosure.
HPE is also announcing a quarterly dividend of $0.12 per share, the second in
Hewlett Packard Enterprise's fiscal year 2021, payable on or about April 7,
2021, to stockholders of record as of the close of business on March 10, 2021.
Each quarterly dividend must be declared by the Board of Directors out of
legally available sources prior to payment.
Forward-looking statements.
This press release contains forward-looking statements within the meaning of the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
Such statements involve risks, uncertainties and assumptions. If the risks or
uncertainties ever materialize or the assumptions prove incorrect, the results
of Hewlett Packard Enterprise and its consolidated subsidiaries may differ
materially from those expressed or implied by such forward-looking statements
and assumptions. The words "believe," "expect," "anticipate," "optimistic,"
"intend," "aim," "will," "should" and similar expressions are intended to
identify such forward-looking statements. All statements
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other than statements of historical fact are statements that could be deemed
forward-looking statements, including but not limited to the scope and duration
of the novel coronavirus pandemic ("COVID-19") and its impact on our business,
operations, liquidity and capital resources, employees, customers, partners,
supply chain, financial results and the world economy; any projections of
revenue, margins, expenses, effective tax rates, the impact of the U.S. Tax Cuts
and Jobs Act of 2017, net earnings, net earnings per share, cash flows, backlog,
benefit plan funding, deferred tax assets, share repurchases, currency exchange
rates or other financial items; any projections of the amount, timing or impact
of cost savings, restructuring charges, or other transformation actions; any
statements of the plans, strategies and objectives of management for future
operations, as well as the execution of corporate transactions or contemplated
acquisitions, transformation and restructuring plans and any resulting benefit,
cost savings or restructuring charges, revenue or profitability improvements;
any statements concerning the expected development, performance, market share or
competitive performance relating to products or services; any statements
regarding current or future macroeconomic trends or events and the impact of
those trends and events on Hewlett Packard Enterprise and its financial
performance; any statements regarding pending investigations, claims or
disputes; any statements of expectation or belief; and any statements or
assumptions underlying any of the foregoing. Risks, uncertainties and
assumptions include the need to address the many challenges facing Hewlett
Packard Enterprise's businesses; the competitive pressures faced by Hewlett
Packard Enterprise's businesses; risks associated with executing Hewlett Packard
Enterprise's strategy; the impact of macroeconomic and geopolitical trends and
events; the need to manage third-party suppliers and the distribution of Hewlett
Packard Enterprise's products and the delivery of Hewlett Packard Enterprise's
services effectively; the protection of Hewlett Packard Enterprise's
intellectual property assets, including intellectual property licensed from
third parties and intellectual property shared with its former parent; risks
associated with Hewlett Packard Enterprise's international operations (including
pandemics and public health problems, such as the COVID-19 pandemic); the
development and transition of new products and services and the enhancement of
existing products and services to meet customer needs and respond to emerging
technological trends; the execution and performance of contracts by Hewlett
Packard Enterprise and its suppliers, customers, clients and partners, including
any impact thereon resulting from events such as the COVID-19 pandemic; the
hiring and retention of key employees; execution, integration and other risks
associated with business combination and investment transactions; the execution,
timing and results of any transformation or restructuring plans, including
estimates and assumptions related to the costs and anticipated benefits of
implementing the transformation and restructuring plans; the effects of the U.S.
Tax Cuts and Jobs Act and related guidance and regulations that may be
implemented; the resolution of pending investigations, claims and disputes; and
other risks that are described in Hewlett Packard Enterprise's other filings
with the Securities and Exchange Commission, including but not limited to the
risks described in Hewlett Packard Enterprise's Annual Report on Form 10-K for
the fiscal year ended October 31, 2020, Current Reports on Form 8-K, and in
other filings made by Hewlett Packard Enterprise from time to time with the
Securities and Exchange Commission. Hewlett Packard Enterprise assumes no
obligation and does not intend to update these forward-looking statements,
except as required by applicable law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description
Exhibit 99.1 Hewlett Packard Enterprise Company Press Release, dated March 2, 2021
(furnished herewith).
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