8-K
filed April 12, 2024, 7:59 PM ET
ticker HPE
CIK 0001645590
other material
confidence high
sentiment neutral
materiality 0.50
HPE stockholders approve 22M share increase for stock plan and officer liability amendment
Hewlett Packard Enterprise Co
- Stockholders approved Amendment No. 3 to the 2021 Stock Incentive Plan, increasing shares reserved by 22 million.
- Vote: 904.9M for, 66.1M against, with 147.7M broker non-votes.
- Stockholders approved Certificate of Amendment to limit officer liability under Delaware law; vote: 869.7M for, 100.7M against.
- All 12 director nominees were elected; auditor Ernst & Young LLP ratified; say-on-pay passed.
- Amendment to Restated Certificate of Incorporation filed and effective April 11, 2024.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Hewlett Packard Enterprise Co: Approved and filed a Certificate of Amendment to the Amended and Restated Certificate of Incorporation to exculpate certain officers from liability as permitted by Delaware law (effective 2024-04-11).
- Change
- charter amendment
- Effective
- 2024-04-11
Exact text from the filing
On April 10, 2024, as described below, upon the recommendation of the Board of the Company, the Company’s stockholders approved a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation (“Certificate of Amendment”) to provide for the exculpation of certain of the Company’s officers from liability in specific circumstances, as permitted by Delaware law (the “Amendment”), as further described in “Proposal no. 5: Vote to approve a certificate of amendment to the Amended and Restated Certificate of Incorporation of Hewlett Packard Enterprise Company to limit the liability of certain officers as permitted by Delaware law” on pages 68 to 69 of the Company's 2024 Proxy Statement and previously approved by the Board of the Company. As a result, the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware on April 11, 2024, which became effective upon filing.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
Hewlett Packard Enterprise Co shareholders approved Ratification of Ernst & Young LLP as independent registered public accounting firm at the 2024-04-10 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2024-04-10
Exact text from the filing
The Company's stockholders cast their votes to ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending October 31, 2024 as set forth below: Votes For Votes Against Abstentions Broker Non-Votes 1,111,048,826 7,530,847 2,436,921 —
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
Hewlett Packard Enterprise Co shareholders approved Election of 12 directors at the 2024-04-10 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2024-04-10
Exact text from the filing
The Company's stockholders cast their votes to elect 12 individuals to the Company's Board of Directors for the succeeding year or until their successors are duly qualified and elected as set forth below: Name Votes For Votes Against Abstentions Broker Non-Votes Pamela L. Carter 941,668,929 29,865,568 1,803,923 147,678,174 Frank A. D'Amelio 953,093,552 18,363,498 1,881,370 147,678,174 Regina E. Dugan 967,119,924 4,397,000 1,821,496 147,678,174 Jean M. Hobby 958,898,666 12,629,134 1,810,620 147,678,174 Raymond J. Lane 912,335,782 58,999,907 2,002,731 147,678,174 Ann M. Livermore 946,035,493 25,610,586 1,692,341 147,678,174 Bethany J. Mayer 919,109,154 52,347,441 1,881,825 147,678,174 Antonio F. Neri 967,100,345 4,426,092 1,811,983 147,678,174 Charles H. Noski 946,342,831 24,966,981 2,028,608 147,678,174 Raymond E. Ozzie 966,924,123 4,519,017 1,895,280 147,678,174 Gary M. Reiner 870,356,979 100,972,137 2,009,304 147,678,174 Patricia F. Russo 918,267,376 53,215,278 1,855,766 147,678,174
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
Hewlett Packard Enterprise Co shareholders approved Certificate of Amendment to limit liability of certain officers at the 2024-04-10 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2024-04-10
Exact text from the filing
The Company's stockholders cast their votes with respect to the Certificate of Amendment to the Company's Amended and Restated Certificate of Incorporation to limit the liability of certain officers as permitted by Delaware law as set forth below: Votes For Votes Against Abstentions Broker Non-Votes 869,701,148 100,691,188 2,946,084 147,678,174
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
Hewlett Packard Enterprise Co shareholders approved Approval of Amendment No. 3 to the Hewlett Packard Enterprise Company 2021 Stock Incentive Plan at the 2024-04-10 meeting.
- Proposal
- equity plan
- Outcome
- passed
- Meeting
- 2024-04-10
Exact text from the filing
The Company's stockholders cast their votes to approve Amendment No. 3 to the Hewlett Packard Enterprise Company 2021 Stock Incentive Plan, as set forth below: Votes For Votes Against Abstentions Broker Non-Votes 904,922,941 66,090,016 2,325,463 147,678,174
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
Hewlett Packard Enterprise Co shareholders approved Advisory vote to approve executive compensation at the 2024-04-10 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2024-04-10
Exact text from the filing
The Company's stockholders cast their votes with respect to the advisory vote to approve executive compensation as set forth below: Votes For Votes Against Abstentions Broker Non-Votes 881,278,779 88,693,376 3,366,265 147,678,174
View on SEC.gov
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