HPQ » Topics » NOTICE OF ANNUAL MEETING AND PROXY STATEMENT

This excerpt taken from the HPQ DEF 14A filed Jan 23, 2007.

NOTICE OF ANNUAL MEETING AND PROXY STATEMENT

TABLE OF CONTENTS

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS   1
QUESTIONS AND ANSWERS   2
  Proxy Materials   2
  Voting Information   3
  Stock Ownership Information   7
  Annual Meeting Information   8
  Stockholder Proposals, Director Nominations and Related Bylaw Provisions   8
  Further Questions   9
CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS   10
  Board Policy Regarding Voting for Directors   10
  Board Independence   10
  HP's Director Independence Standards   10
  Board Structure and Committee Composition   11
  Director Nominees   14
  Executive Sessions   16
  Communications with the Board   16
DIRECTOR COMPENSATION AND STOCK OWNERSHIP GUIDELINES   17
PROPOSALS TO BE VOTED ON   19
  PROPOSAL NO. 1 Election of Directors   19
  PROPOSAL NO. 2 Ratification of Independent Registered Public Accounting Firm   21
  PROPOSAL NO. 3 Stockholder Proposal Relating to Stockholder Nominees for Election to the HP Board   22
  PROPOSAL NO. 4 Stockholder Proposal entitled "Separate the Roles of CEO and Chairman"   24
  PROPOSAL NO. 5 Stockholder Proposal entitled "Subject Any Future Poison Pill to Shareholder Vote"   26
  PROPOSAL NO. 6 Stockholder Proposal entitled "Link Pay to Performance"   28
COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT   31
  Beneficial Ownership Table   31
  Section 16(a) Beneficial Ownership Reporting Compliance   33
EXECUTIVE COMPENSATION   34
  Summary Compensation Table   34
  Option Grants in Last Fiscal Year   37
  Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values   38
  Long-Term Incentive Plans—Awards in Last Fiscal Year   39
  Equity Compensation Plan Information   41
  Employment Contracts, Termination of Employment and Change-in-Control Arrangements   43
  Pension Plan   48
  Report of the HR and Compensation Committee of the Board of Directors on Executive Compensation   51
  Stock Performance Graphs   58
PRINCIPAL ACCOUNTANT FEES AND SERVICES   59
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS   60
APPENDIX A: AUDIT COMMITTEE CHARTER   A-1
APPENDIX B: HR AND COMPENSATION COMMITTEE CHARTER   B-1
APPENDIX C: NOMINATING AND GOVERNANCE COMMITTEE CHARTER   C-1



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