HP INC. | Right to act by written consent at HP INC.

Status
30.85% votes in favour
AGM date
Previous AGM date
Proposal number
5
Resolution details
Company ticker
HPQ
Lead filer
Individual
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Shareholder rights
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Technology
Company HQ country
United States
Resolved clause
Shareholders request that our board of directors take the steps necessary to permit written consent by the shareholders entitled to cast the
minimum number of votes that would be necessary to authorize an action at a meeting at which all shareholders entitled to vote thereon
were present and voting. This includes shareholder ability to initiate any appropriate topic for written consent
Supporting statement
We gave 51%-support to this proposal topic in 2018. Plus we gave 49%-support to this proposal topic in 2020. The 2020 vote was in effect a
51%-vote because management put its hand on the scale in regard to the 2020 proposal. Management spent shareholder money to do extra
advertisements specifically against the 2020 proposal and it still got 49%-support.
This proposal is all the more important at HP Inc. due to our restricted right to call for a special shareholder meeting. The only shares that can
formally participate in calling for special shareholder meeting are the shares that are not held in street name.
Thus if 50% of HP shares are non street name shares then it would take 30% of those shares to call for a special shareholder meeting. But
since only 60% of HP shares have the time to vote annually it could take 50% of the non street name shares that vote to call a special
shareholder meeting.
Thus what seems to be a favorable 15% right to call special shareholder meeting turns into an unfavorable 50% right to call for a special
shareholder meeting plus we have no right to act by written consent. Many companies allow for both a right to call a shareholder meeting and
a shareholder right to act by written consent. A 50% stock ownership threshold to call for a special shareholder meeting means that any
fleeting shareholder thought of calling for a special shareholder meeting is killed in the crib.
Action by written consent is hardly ever used by shareholders but the main point of the right act by written consent is that it gives
shareholders at least significant standing to engage effectively with management.
Management will have an incentive to genuinely engage with shareholders instead of stonewalling if shareholders have a realistic Plan B
option of acting by written consent. Management likes to claim that shareholders have multiple means to communicate with management but
in most cases these means are as effective as mailing a post card to the CEO. A right to act by written consent is an important step for
effective shareholder engagement with management.

How other organisations have declared their voting intentions

Organisation name Declared voting intentions Rationale
Kutxabank Gestion SGIIC SAU. Against Given the Company's existing shareholder rights, which include proxy access and a 15% threshold for calling a special meeting, we are unconvinced that adoption of this proposal is necessary at this time

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