01—Abstract
Summary
Summary of the 8-K filed June 17, 2024. Cited figures are marked; the original filing is the authoritative source.
HP Inc. filed this Current Report on Form 8-K dated June 17, 2024 to report two governance actions taken by its Board of Directors.
First, the Board expanded its size and elected Fama Francisco as a director effective June 17, 2024. Ms. Francisco is Chief Executive Officer, Baby, Feminine and Family Care at the Procter & Gamble Company. The Board determined she is independent under New York Stock Exchange listing standards and the Company's Corporate Governance Guidelines, and it appointed her to the Nominating, Governance and Social Responsibility Committee and the HR and Compensation Committee.
She will receive the standard non-employee director compensation, including a $105,000a annual cash retainer (which may be taken in fully vested shares) and a $220,000 annual equity retainer in fully vested shares, prorated for her first partial year. Second, the Board adopted amendments to the Company's Amended and Restated Bylaws, effective June 17, 2024, solely to increase the number of authorized directorships from 12 to 13 in connection with Ms. Francisco's appointment. The amended and restated Bylaws are filed as Exhibit 3.1.
The filing reports no material financial results, and it discloses no related-party transactions involving Ms. Francisco under Item 404(a) of Regulation S-K. For investors, the filing is a routine board refresh and bylaw conforming change rather than a signal about operations or capital allocation.
02—Key points
Key Highlights
- Board expanded from 12 to 13 authorized directorships and Fama Francisco elected as a director effective June 17, 2024
- Ms. Francisco is CEO, Baby, Feminine and Family Care at the Procter & Gamble Company and was determined to be independent under NYSE standards and the Company's Corporate Governance Guidelines
- Ms. Francisco appointed to the Nominating, Governance and Social Responsibility Committee and the HR and Compensation Committee
- Non-employee director pay includes a $105,000 annual cash retainer (payable in stock if elected) and a $220,000 annual equity retainer in fully vested shares, prorated for her first year
- Board adopted amended and restated Bylaws, effective June 17, 2024, solely to reflect the increase in board seats
- No arrangements or understandings with other persons for her selection, and no material interest in related-party transactions under Item 404(a)
- Amended and Restated Bylaws filed as Exhibit 3.1 and Inline XBRL cover page as Exhibit 104
03—Questions
Frequently Asked Questions
Who is the new HP Inc. director and why was the board expanded?
Fama Francisco was elected to the Board effective June 17, 2024. The Board expanded its size, and the bylaw amendments increased authorized directorships from 12 to 13, in connection with her appointment. She is Chief Executive Officer, Baby, Feminine and Family Care at the Procter & Gamble Company.
Is the new director considered independent?
Yes. The Board determined that Ms. Francisco qualifies as an independent director under the New York Stock Exchange listing standards and the director independence standards in the Company's Corporate Governance Guidelines.
What committees will she serve on and how is she compensated?
She was appointed to the Nominating, Governance and Social Responsibility Committee and the HR and Compensation Committee, effective June 17, 2024. As a non-employee director, she receives a $105,000 annual cash retainer (which may be taken in equivalent fully vested shares) and a $220,000 annual equity retainer in fully vested shares, both prorated for her first partial year, plus meeting fees for attendance beyond ten meetings per year.
Does this filing report any financial results or material transactions?
No. The filing addresses board appointments and bylaw amendments only. It states that Ms. Francisco has no direct or indirect material interest in any transaction requiring disclosure under Item 404(a) of Regulation S-K.
What changed in the bylaws?
The Board adopted amendments to the Amended and Restated Bylaws, effective June 17, 2024, solely to increase the number of authorized directorships on the Board from 12 to 13. The full amended and restated Bylaws are filed as Exhibit 3.1.
04—Continue