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This excerpt taken from the HPQ 8-K filed Jun 23, 2006. Certificate of Incorporation and Bylaws HP’s certificate of incorporation, as amended, and HP’s amended and restated bylaws include provisions: |
| • | authorizing blank check preferred stock, which HP could issue with voting, liquidation, dividend and other rights superior to HP’s common stock; |
| • | limiting the liability of, and providing indemnification to, HP’s directors and officers; |
| • | specifying that HP’s stockholders may take action only at a duly called annual or special meeting of stockholders and otherwise in accordance with HP’s amended and restated bylaws and limiting the ability of HP’s stockholders to call special meetings; |
| • | requiring advance notice of proposals by HP’s stockholders for business to be conducted at stockholder meetings and for nominations of candidates for election to HP’s board of directors; |
| • | requiring a vote by the holders of two-thirds of HP’s outstanding shares to amend certain bylaws relating to HP’s stockholder meetings, the board of directors and indemnification; and |
| • | controlling the procedures for the conduct of HP’s board and stockholder meetings and the election, appointment and removal of HP’s directors. |
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