Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(d) On June 22, 2021, the Board of Directors (the "Board") of HP Inc. (the
"Company") expanded the size of the Board and elected Bruce Broussard to serve
as a director of the Company, effective immediately. Mr. Broussard currently
serves as the President and Chief Executive Officer of Humana, a leading
healthcare company. The Board has determined that Mr. Broussard qualifies as an
independent director under the listing standards of the New York Stock Exchange
and the director independence standards set forth in the Company's Corporate
Governance Guidelines. The Board anticipates naming Mr. Broussard 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. Broussard will receive compensation for service as a non-employee director
of the Company consistent with the compensation generally provided to other
non-employee directors, as determined by the Board from time to time. Currently,
non-employee directors generally receive, among other things (i) an annual cash
retainer of $105,000, which, in lieu of cash, he or she may elect to receive an
equivalent value of Company equity securities in the form of fully vested shares
of common stock of the Company ("shares"), and an annual equity retainer of
$220,000 in the form of fully vested shares, (ii) $2,000 in cash for each Board
meeting attended in excess of ten per year and (iii) $2,000 in cash for each
Board committee meeting attended in excess of ten meetings per committee per
year. For Mr. Broussard's first partial year of Board service, his annual cash
retainer will be pro-rated and paid in the form of cash and his annual equity
retainer will be pro-rated and paid in the form of fully vested shares.
There are no arrangements or understandings between Mr. Broussard and any other
persons pursuant to which Mr. Broussard was selected as a director. Mr.
Broussard has no direct or indirect material interest in any transaction
required to be disclosed pursuant to Item 404(a) of Regulation S-K.
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