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HPQ » Topics » CURRENT REPORT

This excerpt taken from the HPQ 8-K filed Sep 24, 2009.
CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

 

September 24, 2009
Date of Report (Date of Earliest Event Reported)

 

 

HEWLETT-PACKARD COMPANY

(Exact name of registrant as specified in its charter)

 

DELAWARE

1-4423

94-1081436

(State or other jurisdiction
of incorporation)

(Commission File Number)
 

(I.R.S. Employer
Identification No.)

 

3000 HANOVER STREET, PALO ALTO, CA

94304

(Address of principal executive offices)

(Zip code)

 

(650) 857-1501

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure.
    
  On September 24, 2009, Hewlett-Packard Company (“HP”) issued a press release entitled “HP Well-positioned for Growth in Expanding Global IT Market” that includes information about the company’s revenue and earnings per share outlook for its 2010 fiscal year. The text of this press release is furnished herewith as Exhibit 99.1. The information in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended.

  To supplement HP’s historical and forecasted financial results presented on a GAAP basis, HP provides non-GAAP diluted earnings per share. Non-GAAP diluted earnings per share is defined to exclude the effects of any restructuring charges, charges relating to the amortization of purchased intangible assets, pension curtailment gains, in-process research and development charges and certain other acquisition-related charges recorded during the relevant period. In addition, non-GAAP diluted earnings per share are adjusted by the amount of additional taxes or tax benefit associated with each non-GAAP item. HP’s management uses non-GAAP diluted earnings per share for purposes of evaluating and forecasting HP’s financial performance. HP believes that providing non-GAAP diluted earnings per share to investors in addition to the related GAAP measure provides investors with greater transparency to the information used by HP’s management in its financial and operational decision-making and allows investors to see HP’s results “through the eyes” of management. Non-GAAP diluted earnings per share may have limitations as an analytical tool, and this additional non-GAAP financial information is not meant to be considered in isolation or as a substitute for diluted earnings per share prepared in accordance with GAAP.

Item 9.01. Financial Statements and Exhibits.

Exhibit
Number

Description
 

Exhibit 99.1

Text of HP’s press release entitled “HP Well-positioned for Growth in Expanding Global IT Market” (furnished herewith).



 

This excerpt taken from the HPQ 8-K filed Sep 17, 2009.
CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

 

September 17, 2009
Date of Report (Date of Earliest Event Reported)

 

 

HEWLETT-PACKARD COMPANY

(Exact name of registrant as specified in its charter)

 

DELAWARE

1-4423

94-1081436

(State or other jurisdiction
of incorporation)

(Commission File Number)
 

(I.R.S. Employer
Identification No.)

 

3000 HANOVER STREET, PALO ALTO, CA

94304

(Address of principal executive offices)

(Zip code)

 

(650) 857-1501

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

                      On September 17, 2009, the Board of Directors (the “Board”) of Hewlett-Packard Company (“HP”) elected Marc L. Andreessen to serve as a director of HP effective immediately.  The Board also appointed Mr. Andreessen as chair of the Technology Committee of the Board.

                      Mr. Andreessen is a co-founder and general partner of Andreessen Horowitz, a venture capital firm, and a co-founder and chairman of Ning, Inc., an online platform for people to create their own social networks.  Prior to joining Andreessen Horowitz and Ning, Mr. Andreessen co-founded and served as chairman of the board of directors of Opsware Inc.  Previously, Mr. Andreessen served as chief technology officer of America Online, Inc. and was a co-founder of Netscape Communications Corporation, serving in various positions, including chief technology officer and executive vice president of products.

                      Mr. Andreessen will participate in the non-employee director compensation arrangements applicable to all HP non-employee directors. Under the terms of those arrangements, Mr. Andreessen will receive, among other things (i) an annual cash retainer of $100,000, which he may elect to receive in the form of HP securities, and an annual equity retainer of $150,000 paid at his election either in the form of restricted stock or in equal amounts of restricted stock and stock options, in each case prorated to reflect his service for a partial term; and (ii) $2,000 in cash for each Board meeting attended in excess of six per year. Mr. Andreessen also will be eligible to participate in the product matching portion of the HP Employee Giving Program under which each non-employee director may contribute up to $100,000 worth of HP products each year to a qualified charity by paying 25% of the list price of those products, with HP paying the remaining 75%. In addition, Mr. Andreessen will receive an annual retainer of $10,000 for service as the chair of the Technology Committee.

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

                      In connection with Mr. Andreessen’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. Andreessen’s election. The Amended and Restated Bylaws of HP reflecting that amendment are filed with this report as Exhibit 3.1.

Item 9.01. Financial Statements and Exhibits.

Exhibit
Number

Description

3.1

Amended and Restated Bylaws of Hewlett-Packard Company (filed herewith).


 

This excerpt taken from the HPQ 8-K filed Mar 23, 2009.
CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

 

March 18, 2009
Date of Report (Date of Earliest Event Reported)

 

 

HEWLETT-PACKARD COMPANY

(Exact name of registrant as specified in its charter)

 

DELAWARE

1-4423

94-1081436

(State or other jurisdiction
of incorporation)

(Commission File Number)
 

(I.R.S. Employer
Identification No.)

 

3000 HANOVER STREET, PALO ALTO, CA

94304

(Address of principal executive offices)

(Zip code)

 

(650) 857-1501

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


This excerpt taken from the HPQ 8-K filed Jan 20, 2009.
CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

 

January 14, 2009
Date of Report (Date of Earliest Event Reported)

 

 

HEWLETT-PACKARD COMPANY

(Exact name of registrant as specified in its charter)

 

DELAWARE

1-4423

94-1081436

(State or other jurisdiction
of incorporation)

(Commission File Number)
 

(I.R.S. Employer
Identification No.)

 

3000 HANOVER STREET, PALO ALTO, CA

94304

(Address of principal executive offices)

(Zip code)

 

(650) 857-1501

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
                     Officers; Compensatory Arrangements of Certain Officers.

  (b) On January 14, 2009, Richard A. Hackborn notified the Board of Directors (the “Board”) of Hewlett-Packard Company (“HP”) that he will not stand for re-election at the next annual meeting of stockholders. Mr. Hackborn will continue to serve as a director of HP until HP’s next annual meeting of stockholders, which is scheduled to be held on March 18, 2009.

  (e) On January 15, 2009, the independent directors of the Board approved an award of time-based restricted stock units (“RSUs”) to HP’s principal executive officer. Also effective January 15, 2009, the HR and Compensation Committee (the “HRC”) of the Board approved awards to HP’s principal financial officer and the other named executive officers identified below under the Hewlett-Packard Company 2000 Stock Plan (the “2000 Plan”). One-half of each RSU award vests on the first and second anniversaries of the date of grant of the award. The amounts of the awards are set forth below:

Name 

RSU Award
Mark V. Hurd
Chairman, Chief Executive Officer and President		 72,740
Catherine A. Lesjak
Executive Vice President and Chief Financial Officer		 26,250
Randall D. Mott
Executive Vice President and Chief Information Officer		 16,410
Vyomesh I. Joshi
Executive Vice President, Imaging and Printing Group		 19,140
R. Todd Bradley
Executive Vice President, Personal Systems Group		 28,710
Ann M. Livermore
Executive Vice President, Technology Solutions Group		 28,710

  The foregoing awards were granted on terms previously approved by the HRC under which RSUs may be awarded to eligible employees under the Hewlett-Packard Company 2004 Stock Incentive Plan (the “2004 Plan”) and the 2000 Plan (collectively, the “Plans”). RSUs awarded under the Plans vest according to a time-based vesting schedule established at the time of the award. Upon vesting, the recipient is entitled to receive cash or shares of HP of common stock with a value equal to the number of vested RSUs multiplied by the market value of a share of HP common stock (as determined under the applicable Plan) on the vesting date plus a dividend equivalent payment. Vesting of the RSUs generally ceases upon termination of the recipient’s employment with HP except in cases of retirement or total and permanent disability. In addition, upon the death of the recipient prior to vesting, the recipient’s estate may be entitled to a pro-rata payment.

  Effective January 15, 2009, the HRC and the independent directors of the Board also approved awards of performance-based restricted units (“PRUs”) under the 2004 Plan to the foregoing individuals as well as other HP executive officers. The terms of those awards are consistent with the previously disclosed terms of awards of PRUs under the 2004 Plan and will be separately reported on Forms 4 filed by the foregoing individuals under Section 16(a) of the Securities Exchange Act of 1934, as amended.

This excerpt taken from the HPQ 8-K filed Feb 29, 2008.
CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

 

February 25, 2008
Date of Report (Date of Earliest Event Reported)

 

 

HEWLETT-PACKARD COMPANY

(Exact name of registrant as specified in its charter)

 

DELAWARE

1-4423

94-1081436

(State or other jurisdiction
of incorporation)

(Commission File Number)
 

(I.R.S. Employer
Identification No.)

 

3000 HANOVER STREET, PALO ALTO, CA

94304

(Address of principal executive offices)

(Zip code)

 

(650) 857-1501

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

EXCERPTS ON THIS PAGE:

8-K
Sep 24, 2009
8-K
Sep 17, 2009
8-K
Mar 23, 2009
8-K
Jan 20, 2009
8-K
Feb 29, 2008

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