UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 |
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||||||||||||||
Date of Report (Date of Earliest Event Reported) |
(Exact name of registrant as specified in its charter) |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||||||||||||||
(Address of principal executive offices) | (Zip code) |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. | |||||||
On June 21, 2023, the Board of Directors (the "Board") of HP Inc. (the "Company") adopted amendments to the Company's amended and restated bylaws (the "Bylaws"). The amendments, described below, and amended and restated Bylaws are effective June 21, 2023. The Bylaws were amended to, among other things: (i) require that stockholders submitting a proposal or Board nomination for vote at an annual meeting maintain their ownership through the date of the meeting; (ii) limit the number of stockholder nominees a stockholder may nominate pursuant to the Bylaws' advance notice provision to the number of directors to be elected at the annual meeting; (iii) require stockholders to comply with the U.S. Securities and Exchange Commission's universal proxy rules and other securities laws, as applicable, as a condition to proposing business or a nominee at an annual meeting; (iv) provide that the Company is not required to call a special meeting requested by stockholders if the proposal submitted is not proper or otherwise violates applicable law, is similar to a proposal that was presented at a meeting within the previous 120 days, or has not been submitted in accordance with the requirements set forth in the Bylaws; (v) make certain other clarifying and conforming changes to the provisions relating to stockholder proposals and nominations; (vi) clarify the procedures for the appointment of officers; and (vii) make certain other ministerial, clarifying, and conforming changes. This summary does not purport to be complete and is qualified in its entirety by reference to the text of the Amended and Restated Bylaws. The Amended and Restated Bylaws are included in Exhibit 3.1 to this Current Report on Form 8-K and are incorporated herein by reference. | ||||||||
Item 9.01. | Financial Statements and Exhibits. | |||||||
(d) | Exhibits | |||||||
Exhibit Number | Description | |||||||
3.1 | ||||||||
104 | Cover Page Interactive Data File, formatted in Inline XBRL. |
SIGNATURE | |||||||||||
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized. | |||||||||||
HP Inc. | |||||||||||
DATE: June 23, 2023 | By: | /s/ RICK HANSEN | |||||||||
Name: | Rick Hansen | ||||||||||
Title: | Deputy General Counsel, Corporate and Corporate Secretary |