HP INC (HPQ)
Sector: Information Technology
2026 Annual Meeting Analysis
HP INC · Meeting: April 16, 2026
Directors FOR
4
Directors AGAINST
8
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Chip Bergh has served on the HP board since 2015 and HP's stock has lost about 23% over the past three years while the S&P 500 (^GSPC) gained 70%, a gap of nearly 93 percentage points — far exceeding the 20-point trigger for companies with negative absolute returns; the five-year record is equally poor (-26% vs the broader market), so no long-term mitigant applies.
Bruce Broussard has served on the HP board since 2021 and, as the newly appointed Interim CEO, is now an executive director subject to the same stock performance standards as all other directors; HP's stock has fallen roughly 23% over three years against a 70% gain for the S&P 500 (^GSPC), a nearly 93-point gap that far exceeds the policy trigger, and the five-year record provides no relief.
Stacy Brown-Philpot has been a director since 2015, giving her full overlap with HP's sustained underperformance; the stock is down about 23% over three years while the S&P 500 (^GSPC) is up 70%, and the five-year picture is equally weak, so no long-term mitigant reduces the against vote.
Stephanie Burns has served since 2015 with full overlap over HP's multi-year stock decline; HP shares are down about 23% over three years against a 70% S&P 500 (^GSPC) gain, a gap of nearly 93 points, and the five-year return of -26% confirms sustained underperformance with no mitigant available.
Mary Anne Citrino has been on the board since 2015 with full tenure overlap; the same 92.7-point three-year gap versus the S&P 500 (^GSPC) applies, and the five-year return of -26% offers no mitigating long-term track record.
Richard Clemmer joined in 2020 and has served through essentially the entire period of HP's underperformance; the stock is down about 23% over three years versus a 70% gain for the S&P 500 (^GSPC), and the five-year absolute return is also negative, so the 5-year mitigant does not apply.
Jami Miscik has served since 2021 and her tenure meaningfully overlaps with HP's sustained decline; the stock is down about 23% over three years against a 70% S&P 500 (^GSPC) gain, and the five-year absolute return of -26% means the long-term mitigant does not apply.
Kim Rucker triggers two separate policy concerns: she sits on four public company boards (HP, Celanese Corporation, Marathon Petroleum Corporation, and GE Vernova), which meets the policy's overboarding threshold of four or more seats for a non-executive director; additionally, she has served since 2021 with meaningful overlap over HP's deep underperformance versus the S&P 500 (^GSPC), and the five-year record provides no relief.
For Analysis
Fama Francisco joined the board in 2024, which is within the 24-month new-director exemption window, so the TSR underperformance trigger does not apply; she brings relevant global consumer and brand expertise and there are no other disqualifying factors.
David Meline joined in 2023, meaning his tenure covers less than half of the three-year underperformance window, and under the policy this warrants a flag but not an automatic against vote; he brings deep CFO-level financial expertise relevant to the Audit Committee chair role, and no other disqualifying factors are present.
Gianluca Pettiti joined the board in February 2025, which is within the 24-month new-director exemption window, so the TSR underperformance trigger does not apply; no other disqualifying factors are present.
Songyee Yoon joined the board in February 2025, which is within the 24-month new-director exemption window, so the TSR underperformance trigger does not apply; no other disqualifying factors are present.
Of the 12 director nominees, 8 receive an AGAINST vote and 4 receive a FOR vote. The primary driver is HP's severe stock underperformance — down about 23% over three years while the S&P 500 (^GSPC) gained 70%, a gap of nearly 93 percentage points that far exceeds the 20-point trigger for companies with negative absolute returns; the five-year record of -26% confirms no long-term recovery to apply as a mitigant. Directors who joined within the past 24 months (Francisco, Pettiti, Yoon) are exempt from the TSR trigger. David Meline (joined 2023) receives a FOR with a flag as his tenure covers less than half the underperformance period. Kim Rucker additionally triggers the overboarding policy with four public company board seats.
Say on Pay
✓ FORCEO
Enrique J. Lores
Total Comp
N/A
Prior Support
93%%
The prior year say-on-pay vote received over 93% support, well above the 70% threshold that would require a response, and the pay structure passes the policy's key tests: base salary represents only about 6% of CEO total pay with 82% in long-term incentives, satisfying the 50-60% variable pay requirement by a wide margin. CEO total compensation of approximately $23.1M warrants benchmark scrutiny, but the pay mix is heavily performance-based with meaningful metrics including relative TSR versus the S&P 500 and multi-year EPS goals, and actual annual bonus payouts came in well below target (64.8% of target) reflecting real performance consequences — the incentive structure is functioning as intended even in a difficult performance year.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$27,000,000
Non-Audit Fees
$4,300,000
Ernst & Young's 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 the $27M in core audit fees, well below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed in the proxy so the tenure trigger cannot be applied, and there are no disclosed material financial restatements — the overall ratification passes all policy screens.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 5
Stockholder Proposal: Independent Board Chairman
John Chevedden is a well-regarded individual governance activist whose proposals deserve serious consideration, but this particular ask is undercut by the fact that HP already has an independent board chair in practice — Chip Bergh has served as independent Chair since 2017 — making the proposal largely duplicative of the current structure. The prior versions of this proposal received only 24.1% and 17.1% support respectively, well below the 30% threshold that would generate a strong presumption in favor, and shareholder engagement has not surfaced material concerns about the current structure. While the proposal has merit in principle for companies that combine the CEO and Chair roles, mandating it permanently here adds little governance value given the existing practice while unnecessarily constraining the board's ability to respond to leadership transitions like the current CEO search.
Overall Assessment
HP's 2026 annual meeting ballot is dominated by the company's severe multi-year stock underperformance — HP shares lost about 23% over three years while the S&P 500 (^GSPC) gained 70%, triggering AGAINST votes for 8 of the 12 director nominees (with the 4 newest directors exempt as they joined within the past 24 months); the auditor ratification and say-on-pay proposals both pass their respective policy screens and receive FOR votes, while the independent chairman stockholder proposal receives an AGAINST vote because HP already has an independent chair in practice and prior shareholder support for this type of proposal has been very low.
Compensation Peer Group
1 companies disclosed in 2026 proxy filing