HP INC (HPQ)
Sector: Information Technology
2026 Annual Meeting Analysis
HP INC · Meeting: April 16, 2026
Directors FOR
3
Directors AGAINST
9
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Mr. Bergh has served as Chair since 2017, giving him full overlap with HP's severe stock underperformance — the stock lost nearly 29% over three years while the S&P 500 (^GSPC) gained nearly 65%, a gap of about 94 percentage points that far exceeds the 30-point trigger threshold; the 5-year picture is equally poor (-30.3% vs the S&P 500), so the 5-year mitigant does not apply.
Mr. Broussard joined the board in 2021, giving him meaningful overlap with the full 3-year underperformance period; HP's stock fell about 29% while the S&P 500 (^GSPC) rose about 65% over that period, a gap far exceeding the policy trigger; as the current Interim CEO he is an executive director and remains subject to the same TSR accountability standard, and the 5-year return equally fails the threshold.
Ms. Brown-Philpot has been a director since 2015, providing complete overlap with HP's 3-year and 5-year underperformance relative to the S&P 500 (^GSPC); the nearly 94-percentage-point gap over three years (HP -29% vs. S&P 500 +65%) far exceeds the 30-point trigger, and the 5-year period offers no mitigating record.
Dr. Burns has served since 2015 and chairs the HR and Compensation Committee, giving her full accountability for HP's performance period; the stock's roughly 94-percentage-point lag behind the S&P 500 (^GSPC) over three years triggers the policy, and the 5-year record does not provide a mitigating offset.
Ms. Citrino has been a director since 2015, fully overlapping the underperformance period; HP's approximately 94-percentage-point deficit to the S&P 500 (^GSPC) over three years far exceeds the 30-point threshold for a company with negative absolute TSR, and the 5-year track record similarly fails the benchmark.
Mr. Clemmer joined the board in 2020, meaning his tenure fully covers the 3-year measurement window during which HP's stock lost about 29% while the S&P 500 (^GSPC) gained about 65%; the ~94-point gap far exceeds the trigger, and the 5-year period provides no relief.
Mr. Meline joined in 2023, placing him outside the 24-month new-director exemption; his tenure covers the majority of the 3-year underperformance window during which HP trailed the S&P 500 (^GSPC) by roughly 94 percentage points, well above the 30-point trigger threshold for a company with negative absolute TSR.
Ms. Miscik has served since 2021, fully overlapping the 3-year measurement period; the approximately 94-percentage-point gap between HP's return and the S&P 500 (^GSPC) triggers a vote against, and the longer 5-year record does not soften that conclusion.
Ms. Rucker has served since 2021, giving her full overlap with the underperformance period; HP's stock trailed the S&P 500 (^GSPC) by roughly 94 percentage points over three years, far exceeding the 30-point trigger, and the 5-year period offers no mitigating relief.
For Analysis
Ms. Francisco joined the board in 2024 (less than 24 months ago), which exempts her from the TSR underperformance trigger under the policy; she has not had sufficient time on the board to be held accountable for the prior underperformance period.
Mr. Pettiti joined the board in February 2025, less than 24 months before the meeting, so he is exempt from the TSR underperformance trigger under the policy and cannot be fairly held accountable for underperformance that predates his tenure.
Ms. Yoon joined the board in February 2025, less than 24 months before the meeting, making her exempt from the TSR underperformance trigger; she has not been in place long enough to bear accountability for the prior underperformance.
Nine of the twelve director nominees — all those who have served more than 24 months — receive an AGAINST vote because HP's stock has lost about 29% over three years while the S&P 500 (^GSPC) gained about 65%, a gap of roughly 94 percentage points that far exceeds the policy's 30-point trigger for companies with negative absolute TSR; the three newest directors (Francisco, Pettiti, and Yoon) are exempt from the TSR trigger because they joined within the past 24 months.
Say on Pay
✗ AGAINSTCEO
Enrique J. Lores
Total Comp
$23,103,812
Prior Support
93%%
The prior say-on-pay vote received over 93% support, which is strong, and the pay structure itself is well-designed — the vast majority of compensation is variable and tied to performance metrics including EPS, revenue, and relative TSR against the S&P 500 (^GSPC). However, the pay-for-performance alignment check cannot be passed: HP's stock declined about 29% over three years while the S&P 500 (^GSPC) gained about 65%, a gap of roughly 94 percentage points, and during this same period executives received above-benchmark total compensation (CEO total pay of $23.1M) with variable awards funded — including long-term performance awards — while shareholders experienced severe value destruction. Under the policy, when variable pay is above benchmark and the company's stock underperforms its benchmark by more than 20 percentage points over three years, a vote against is warranted because the incentive structure has not delivered alignment between executive outcomes and shareholder experience.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$27,000,000
Non-Audit Fees
$4,300,000
Non-audit fees (audit-related fees of $1.9M + tax fees of $1.5M + all other fees of $0.9M = $4.3M) represent about 16% of core audit fees ($27.0M), well below the 50% threshold that would raise independence concerns; Ernst & Young is a Big 4 firm appropriate for a company of HP's size; auditor tenure was not disclosed in the filing so the tenure trigger cannot fire, and no material restatements were identified.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 5
Stockholder Proposal — Independent Board Chairman
John Chevedden is a well-known, credible individual governance activist with a long track record of submitting legitimate governance improvement proposals — his filer type warrants taking the proposal seriously on its merits. The ask is a governance/structural change (requiring an independent board chair by policy) that has a relatively low bar to support, and while HP currently has an independent chair in practice, there is no binding policy preventing a future combined CEO-Chair structure at a time when the board has overseen significant shareholder value destruction. The prior vote history (24% in 2019) is below the threshold that creates a strong presumption of support, but the company's circumstances have materially changed — a CEO departure, persistent stock underperformance, and ongoing leadership transition — making a formal, durable independence commitment more valuable to shareholders now than when the 2019 vote occurred.
Overall Assessment
The 2026 HP Inc. annual meeting presents a strongly mixed ballot: nine of twelve director nominees receive an against vote due to HP's severe three-year stock underperformance versus the S&P 500 (^GSPC), the auditor ratification passes cleanly on fee and independence grounds, Say on Pay receives an against vote because above-benchmark executive pay was delivered during a period of dramatic shareholder value destruction, and the independent chair proposal from governance activist John Chevedden receives support given HP's ongoing leadership transition and lack of a binding independence requirement.
Compensation Peer Group
1 companies disclosed in 2026 proxy filing