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


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

On April 19, 2022, HP Inc. ("HP") held its 2022 annual meeting of stockholders (the "2022 Annual Meeting"). At the 2022 Annual Meeting, HP's stockholders approved the Third Amended and Restated HP Inc. 2004 Stock Incentive Plan (the "Amended 2004 Plan"), which had previously been approved by the HR and Compensation Committee of the Board of Directors of HP, subject to stockholder approval.

The primary change to the Amended 2004 Plan is to make an additional 30,000,000 shares of HP's common stock available for issuance pursuant to share-based compensation awards granted under the plan. In addition to this amendment, the Amended 2004 Plan includes a handful of housekeeping amendments, including (i) changes to address recent changes to Section 162(m) of the Internal Revenue Code; (ii) changes to address changes to applicable law and accounting rules; and (iii) incorporation of additional provisions to improve HP's corporate governance practices related to the plan.

The material terms of the Amended 2004 Plan are described in HP's definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on February 23, 2022 (the "Proxy Statement"), and the description of the plan included in the Proxy Statement is incorporated herein by reference as Exhibit 99.1. The description of the Amended 2004 Plan is qualified in its entirety by reference to the full text of the Amended 2004 Plan, a copy of which is filed as Exhibit 10.1 hereto.

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the 2022 Annual Meeting held on April 19, 2022, HP's stockholders voted on the five proposals outlined in the Proxy Statement and cast their votes as described below.



Proposal 1
HP's stockholders elected thirteen individuals to HP's Board of Directors for
the succeeding year or until their successors are duly qualified and elected as
set forth below:

                                                                                  Broker Non-
Name                   Votes For        %       Votes Against     Abstentions        Votes
Aida M. Alvarez       749,555,423     96.8%      24,612,385        1,287,180      118,829,581
Shumeet Banerji       739,264,811     95.5%      34,829,067        1,361,110      118,829,581
Robert R. Bennett     752,156,900     97.2%      21,993,579        1,304,509      118,829,581
Charles V. Bergh      717,851,460     92.9%      54,786,416        2,817,112      118,829,581
Bruce Broussard       770,661,607     99.6%       3,443,279        1,350,102      118,829,581
Stacy Brown-Philpot   752,749,560     97.2%      21,488,262        1,217,166      118,829,581
Stephanie A. Burns    742,746,012     95.9%      31,482,695        1,226,281      118,829,581
Mary Anne Citrino     756,254,600     97.7%      17,956,241        1,244,147      118,829,581
Richard Clemmer       756,567,452     97.7%      17,545,796        1,341,740      118,829,581
Enrique Lores         759,297,069     98.1%      14,923,641        1,234,278      118,829,581
Judith Miscik         765,834,916     98.9%       8,371,293        1,248,779      118,829,581
Kim K.W. Rucker       764,414,763     98.7%       9,769,230        1,270,995      118,829,581
Subra Suresh          756,399,200     97.7%      17,705,608        1,350,180      118,829,581

Proposal 2 HP's stockholders ratified the appointment of Ernst & Young LLP as HP's independent registered public accounting firm for the fiscal year ending October 31, 2022 as set forth below:



 Votes For      %     Votes Against   Abstentions
833,031,230   93.2%    59,325,466      1,927,873

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Proposal 3
HP's stockholders approved, by advisory vote, HP's executive compensation as set
forth below:

                                                    Broker Non-
 Votes For      %     Votes Against   Abstentions      Votes
710,389,092   91.6%    62,340,282      2,725,614    118,829,581

Proposal 4 HP's stockholders approved the Third Amended and Restated HP Inc. 2004 Stock Incentive Plan as set forth below:



                                                    Broker Non-
 Votes For      %     Votes Against   Abstentions      Votes
709,633,079   91.5%    63,366,344      2,455,565    118,829,581



Proposal 5
HP's stockholders did not approve the stockholder proposal to reduce the
ownership threshold for calling a special meeting of stockholders as set forth
below:

                                                    Broker Non-
 Votes For      %     Votes Against   Abstentions      Votes
302,914,196   39.1%    469,549,029     2,991,763    118,829,581

Item 9.01. Financial Statements and Exhibits.





Exhibit
Number      Description
  10.1      Third Amended and Restated HP Inc. 2004 Stock Incentive Plan
  99.1      The section entitled "Board Proposal No. 4 To Approve the Third
            Amended and Restated HP Inc. 2004 Stock Incentive Plan" included in
            the Proxy Statement is incorporated herein by reference
            Cover Page Interactive Data File, formatted in Inline XBRL (included
104         as Exhibit 101).

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