Hewlett-Packard (HPQ)

Item 5.03.    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the election of ten directors of Hewlett-Packard Company (“HP”) at its annual meeting of stockholders, the Board of Directors of HP approved an amendment to Section 3.2 of Article III of HP’s Bylaws decreasing the number of directors from eleven (11) to ten (10) effective as of March 18, 2009.

Item 5.03.    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As previously reported, on September 19, 2008, the Board elected Rajiv L. Gupta to serve as a director of HP effective January 14, 2009. In connection with Mr. Gupta’s election to the Board, the Board approved an amendment to Section 3.2 of Article III of HP’s Bylaws increasing the number of HP directors from ten to eleven immediately prior to the effective time of Mr. Gupta’s election. The Amended and Restated Bylaws of HP reflecting that amendment are filed with this report as Exhibit 3.1.

Item 5.03.  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On July 24, 2008, the Board of Directors of Hewlett-Packard Company (“HP”) approved amendments to Section 2.2 and Section 2.3 of Article II of HP’s amended and restated bylaws.  The amendments, which were effective immediately upon approval, implemented the changes described below.

1.                                     The amended Bylaws clarify that stockholders seeking to nominate directors or propose other business at a meeting must comply with the advance notice provisions in Section 2.2 or 2.3, as applicable, while stockholders seeking to have a stockholder proposal considered for inclusion in HP’s annual proxy statement must comply with the notice requirements applicable to stockholder proposals under the federal proxy rules.

2.                                     The amended Bylaws simplify the advance notice deadlines in Section 2.2(c) establishing when a stockholder must notify HP that it intends to nominate directors or propose other business at an annual meeting of stockholders.  The amended Bylaws now provide that any such notice must be given not later than the 90th day and not earlier than the close of business on the 120th day prior to the first anniversary of the preceding year’s annual meeting.  As a result of the amendments, for HP’s 2009 annual meeting, to be timely, a stockholder’s notice must be delivered to, or mailed and received at, the principal executive offices of HP:

·      not earlier than the close of business on November 19, 2008; and

·      not later than the close of business on December 19, 2008.

3.                                     The amended Bylaws add advance notice deadlines in Section 2.3(c) establishing when a stockholder must notify HP that it intends to nominate directors in the event that a special meeting of stockholders is called for the purpose of electing directors.  To be timely, the amended Bylaws require that any such notice be given not earlier than the close of business on the 90th day prior to the special meeting nor later than the close of business on the later of the 60th day prior to the special meeting or the tenth day following the day on which public announcement is first made of the date of the special meeting.

4.                                     The amended Bylaws update the information that must be included in a notice under Section 2.2 or 2.3.  Among other things, the amendments require a stockholder that intends to propose a nomination or other business to provide information about any agreement, arrangement or understanding relating to the nomination or other business to be proposed that has the effect or intent of mitigating loss, managing risk or benefit from changes in the share price of any class of shares of HP, or increasing or decreasing voting power with respect to shares of HP, including any derivative or short positions, profit interests, options, hedging transactions, and borrowed or loaned shares.  In addition, the amended Bylaws require that the stockholder provide HP with a written update of certain

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Item 5.03  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

                On November 15, 2007, the Board of Directors of Hewlett-Packard Company (“HP”) approved an amendment to Section 2.3 and Section 2.5 of Article II of HP’s amended and restated bylaws to permit HP stockholders to cause a special meeting of HP stockholders to be held.  The amendment, which was effective immediately upon approval, permits holders of at least 25% of the outstanding HP shares entitled to vote on the matter or matters to be brought before the special meeting to cause the meeting to be held.  The amendment further provides that, if HP’s Board of Directors determines in good faith that the business specified in the stockholders’ request will be included in an upcoming annual meeting of stockholders within 90 days, the special meeting will not be held.   Previously, HP stockholders were not empowered to cause a special meeting of stockholders to be held, except in the event that the entire Board of Directors became vacant.

                The amended and restated Bylaws of HP reflecting this amendment are filed as Exhibit 99.1 to this report.

Item 5.03   Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the 2007 annual meeting of stockholders of Hewlett-Packard Company (“HP”), the stockholders of HP approved a non-binding proposal entitled “Subject Any Future Poison Pill to Shareholder Vote.”  The proposal requested that the Board of Directors of HP (the “Board”) amend HP’s bylaws to require that HP submit any future stockholder rights plan to a vote of HP’s stockholders.  HP’s existing policy regarding the adoption of stockholder rights plans provides that HP will submit any future stockholder rights plan to a stockholder vote unless, in the exercise of its fiduciary duties under Delaware law, the Board determines that the adoption of a stockholder rights plan prior to stockholder approval would be in the best interests of stockholders, in which case stockholder approval is not required.

In response to the stockholders’ action, the Board has approved an amendment to its amended and restated bylaws that adds a new Section 8.13 to Article VIII, effective as of September 20, 2007.  The amendment formalizes HP’s existing policy and provides that HP will seek stockholder approval prior to its adoption of a stockholder rights plan (as defined in the amendment), unless the Board, in the exercise of its fiduciary duties, determines that, under the circumstances existing at the time, it is in the best interests of the stockholders of HP to adopt or extend a stockholder rights plan without delay.  In addition, consistent with the proposal approved by HP’s stockholders, the amendment further provides that a stockholder rights plan adopted or extended by the Board of Directors without prior stockholder approval must provide that it will expire unless ratified by the stockholders of HP within one year of adoption.  HP’s amended and restated bylaws did not previously contain a provision specifically addressing the adoption of a stockholder rights plan.

HP currently does not have a stockholder rights plan, as the Board terminated the previous stockholder rights plan and the preferred share purchase rights issued under the rights plan effective January 21, 2003.

HP’s amended and restated bylaws reflecting this amendment are filed as Exhibit 99.1 to this report.

Item 5.03.  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with, and immediately prior to, the elections of Mr. Hyatt and Mr. Joyce as directors, the Board of Directors of HP approved an amendment to Section 3.2 of Article III of HP’s Bylaws increasing the number of HP directors from eight (8) to ten (10), effective immediately prior to the Effective Time. The Amended and Restated Bylaws of HP reflecting that amendment are filed with this report as Exhibit 99.2.

Item 5.03  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the election of eight directors of Hewlett-Packard Company (“HP”) at its annual meeting of stockholders, the Board of Directors of HP approved an amendment to Section 3.2 of Article III of HP’s Bylaws decreasing the number of directors from nine (9) to eight (8) effective as of March 14, 2007.

The amended and restated Bylaws of HP reflecting this amendment are filed as Exhibit 99.1 to this report.

Item 5.03.      Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a)                                  In connection with Mr. Thompson’s election as a director, the Board approved an amendment to Section 3.2 of Article III of HP’s Bylaws increasing the number of HP directors from eight (8) to nine (9), effective immediately prior to the election of Mr. Thompson as a director. The Amended and Restated Bylaws of HP reflecting such amendment are filed with this report as Exhibit 99.2.

Item 5.03.  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a)    In connection with, and immediately prior to, Mr. Hurd’s appointment as Chairman and Mr. Hackborn’s designation as lead independent director, the Board of Directors of HP approved amendments to Section 5.6 of Article V of HP’s Bylaws to provide that the Chairman of the Board may be an officer of HP and Section 3.16 of Article III of HP’s Bylaws to provide that executive sessions of the HP Board shall be presided over by a lead independent director selected by a majority of independent directors, effective immediately.  Prior to these amendments, Section 5.6 of Article V of HP’s Bylaws provided that the Chairman of the Board may not be an officer of HP, and Section 3.16 of Article III of HP’s Bylaws did not provide for a lead independent director or for any one director to preside over executive sessions of the HP Board.

HP also has made changes to its Corporate Governance Guidelines to provide that, when the CEO serves as Chairman, the independent directors will select a lead independent director who will then be responsible for certain functions that would have been performed by the Chairman if the positions of CEO and Chairman were held by different persons.

In addition, in connection with, and immediately following, Ms. Dunn’s resignation as a director, the Board of Directors of HP approved an amendment to Section 3.2 of Article III of HP’s Bylaws decreasing the number of HP directors from nine (9) to eight (8), effective immediately.

The Amended and Restated Bylaws of HP reflecting such amendments are filed with this report as Exhibit 99.3.

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Item 5.03.  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

(a)                                  In connection with, and immediately following, Dr. Keyworth’s resignation as a director, the Board of Directors of HP approved an amendment to Section 3.2 of Article III of HP’s Bylaws decreasing the number of HP directors from ten (10) to nine (9), effective upon the effective date of Dr. Keyworth’s resignation. The Amended and Restated Bylaws of HP reflecting such amendment are filed with this report as Exhibit 99.2.

Prior to the effective time of Mr. Hurd’s appointment as Chairman and Mr. Hackborn becoming lead independent director, the Board of Directors of HP is expected to approve amendments to HP’s Bylaws and other corporate governance documents to permit an officer of HP to serve as Chairman of the Board, to establish the duties of the lead independent director, and to make other conforming changes.

Item 5.03                     Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

In connection with the election of Sari M. Baldauf as a director of Hewlett-Packard Company (“HP”) at HP’s annual meeting of stockholders, the Board of Directors of HP approved an amendment to Section 3.2 of Article III of HP’s Bylaws increasing the number of directors from ten (10) to eleven (11) effective as of March 15, 2006.

In addition, effective March 16, 2006, the Board of Directors of HP approved amendments to Section 5.1 and Section 5.2 of Article V of HP's Bylaws to authorize HP's Chief Executive Officer to designate one or more previously appointed or elected vice presidents as senior vice presidents.  Prior to the amendments, only the Board of Directors was authorized to designate previously appointed or elected vice presidents as senior vice presidents.

The amended and restated Bylaws of HP reflecting these amendments are filed as Exhibit 99.1 to this report.

(a)                        On November 18, 2005, the Board amended HP’s Bylaws effective as of the adjournment of the meeting of the Board on November 18, 2005 to (a) make various administrative changes to conform to Delaware law and current practice; (b) permit electronic transmissions and to permit the Board, in its discretion, to hold stockholder meetings electronically; (c) delete references to the Executive Committee; (d) provide that the voting standard will be the voting standard required by the applicable exchange if the matter is being voted upon pursuant to exchange rules (Section 2.7); (e) update the number of executive sessions of the Board (Section 3.16); (f) reduce the minimum number of directors required for a subcommittee of the Board from two to one as permitted by Delaware law (Section 4.1); (g) provide that Board Committees have the power of the Board unless limited by Board resolution, listing standards or law (Section 4.1); (h) provide that the Board will designate Section 16 officers (Section 5.3); (i) clarify that compensation of Section 16 officers is to be determined by the HRC in consultation with full Board (Section 5.4); (j) clarify that the Chairman of the Board is not an officer (Section 5.6); (k) provide that vice presidents elected by the Board have the power to sign contracts unless specifically restricted (Section 5.10); (l) delete provisions providing that vice presidents will succeed to the powers and duties of the president (Section 5.10); (m) revise the indemnification section (Article VI) to make conforming and reordering changes; and (n) provide that proxies to vote shares of other companies generally will be directed by the secretary, assistant secretary or Investment Review Committee (Section 7.3).

On November 18, 2005, the Board also approved an amendment to Section 3.2 of HP’s Bylaws to be effective on November 22, 2005 in connection with Mr. Hammergren’s appointment as a director.  Section 3.2 is amended to increase the number of HP directors from nine (9) to ten (10), effective as of the Effective Time.

The amended and restated Bylaws of HP reflecting such amendments are filed with this report as Exhibit 99.6.

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                (a)           In connection with Mark Hurd’s acceptance, on March 29, 2005, of the offer of HP’s Board of Directors to serve as Chief Executive Officer and President and as a director of HP, effective as of April 1, 2005 (the “Effective Date”), HP’s Board of Directors, on March 30, 2005, approved an amendment to Section 3.2 of Article III of HP’s Bylaws increasing the number of HP directors from nine (9) to ten (10), effective as of the Effective Date.  The Amended and Restated Bylaws of HP reflecting such amendment are filed with this report as Exhibit 99.2.

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