HP INC. | Independent Board Chairman at HP INC.

Status
Filed
AGM date
Previous AGM date
Proposal number
5
Resolution details
Company ticker
HPQ
Lead filer
John Chevedden
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Independent board
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Technology
Company HQ country
United States
Resolved clause
Shareholders request that the Board of Directors adopt an enduring policy, and amend the governing documents as necessary in order that 2 separate people hold the office of the Chairman and the office of the CEO as soon as possible.
Supporting statement
The Chairman of the Board shall be an Independent Director. A Lead Director shall not be a substitute for an independent Board Chairman. The Board shall have the discretion to select an interim Chairman of the Board, who is not an Independent Director, to serve while the Board is required to seek an Independent Chairman of the Board on an accelerated basis. This policy could be phased in when there is a contract renewal for our current CEO or for the next CEO transition although it is better to adopt it now. An independent Board Chairman at all times improves corporate governance by bringing impartiality, objective oversight, and external experience expertise to board decisions, mitigating conflicts of interest, enhancing transparency, and boosting shareholder confidence. This detached perspective allows the chairman to focus on shareholder interests, strengthen management accountability, and provide critical checks and balances, ultimately contributing to long-term sustainability and credibility. This may be a particularly good time to consider the merits of this proposal. HP stock was at $41 in 2022 and fell to $27 in late 2025 despite a robust stock market. In the first quarter of 2025, HP missed its earnings and EBITDA expectations, and subsequently lowered its full-year earnings per share guidance. HP's stock experienced a significant drop following the announcement. HP's stock has faced significant volatility during 2025, primarily due to the mixed financial results. In late May, following the Q2 report, HP's stock dropped 12%. HP cited higher-than-expected costs due to U.S. tariffs on goods manufactured outside the country. While HP is shifting production to other countries like Vietnam and Mexico, the full benefit of these measures will take time to materialize. Throughout 2025, the Printing segment experienced persistent weakness. In both Q1 and Q3, Printing revenue declined year over-year. The company's highest-margin products, such as ink supplies, have also seen reduced sales. In March 2025, HP faced consumer backlash after a firmware update rendered some of its LaserJet printers unable to use HP brand toner cartridges In April 2025, HP agreed to a settlement in a suit alleging that HP deceptively advertised discounts by inflating a product's original price and then marking it down. In late 2022, HP announced laying off between 4,000 and 6,000 employees by the end of its 2025 fiscal year. This served as unfavorable updates about the company's stability. There is an ongoing lawsuit alleging that HP misused forfeited funds from employee 401(k) accounts. Please vote yes: Proposal No. 5 - Independent Board Chairman

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