Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

On January 19, 2021, HP Inc. (the "Company") announced that Kim Rivera, President, Strategy and Business Management, Chief Legal Officer and Secretary of the Company, will step down from her positions as President, Strategy and Business Management, Chief Legal Officer and Secretary, effective February 1, 2021. On January 14, 2021, the Board of Directors of the Company appointed Harvey Anderson as Chief Legal Officer and Secretary of the Company to succeed Ms. Rivera, effective February 1, 2021.

The Company has entered into an agreement (the "Special Advisor to the CEO Agreement") with Ms. Rivera, pursuant to which she will transition to serve as Special Advisor to the CEO, a non-executive officer role, from February 1, 2021 through December 31, 2021 (or such earlier date as Ms. Rivera's employment may terminate). Subject to the terms of the Special Advisor to the CEO Agreement, Ms. Rivera will continue to be paid her annual base salary through December 31, 2021, her previously granted equity awards will continue to vest in accordance with their terms through such date, and she will be paid an annual cash bonus at target for fiscal year 2021. Upon her termination, Ms. Rivera will be eligible to receive, unless terminated for cause, severance benefits which are consistent with the severance benefits provided for under the Severance and Long-term Incentive Change in Control Plan for Executive Officers, as described in the Company's proxy statement filed with the Securities and Exchange Commission on April 13, 2020. The Special Advisor to the CEO Agreement provides for a customary release of claims.

The above description of the material terms of the Special Advisor to the CEO Agreement is qualified in its entirety by reference to the full text of the Special Advisor to the CEO Agreement, which the Company expects to file as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended January 31, 2021.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed as part of this report:


      99.1    Press Release, dated as of January 19, 2021
    104       Cover Page Interactive Data File, formatted in Inline XBRL

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