01—Abstract
Summary
Summary of the 8-K filed February 7, 2025. Cited figures are marked; the original filing is the authoritative source.
HP Inc. filed this Form 8-K on February 7, 2025 to report two governance actions taken by its Board of Directors on February 4, 2025, both effective February 6, 2025.
The Board expanded its size and elected Songyee Yoon as a director. Ms. Yoon is Managing Partner of Principal Venture Partners, L.P., a venture capital firm, and the Board determined she is independent under New York Stock Exchange listing standards and the Company's Corporate Governance Guidelines. She was also appointed to the Audit Committee and the Finance, Investment and Technology Committee.
The Board also amended the Company's Amended and Restated Bylaws solely to increase the authorized number of directorships from 13 to 14 to accommodate Ms. Yoon's appointment. The amended bylaws are filed as Exhibit 3.1 to the report. The filing states that Ms. Yoon will receive compensation consistent with other non-employee directors.
That compensation includes an annual cash retainer of $105,000,a which may be taken in fully vested company shares, and an annual equity retainer of $220,000 in fully vested shares, plus meeting fees of $2,000 per Board meeting and $2,000 per committee meeting above ten per year. Her first partial year will be pro-rated. The filing indicates no material financial impact beyond these standard director arrangements.
02—Key points
Key Highlights
- Songyee Yoon elected to HP Inc.'s Board of Directors, effective February 6, 2025, after the Board expanded its size.
- Ms. Yoon determined to be independent under NYSE listing standards and the Company's Corporate Governance Guidelines.
- Ms. Yoon appointed to the Audit Committee and the Finance, Investment and Technology Committee.
- Bylaws amended solely to increase authorized board directorships from 13 to 14.
- Standard non-employee director compensation applies: $105,000 annual cash retainer (payable in shares optionally) and $220,000 annual equity retainer in fully vested shares.
- Meeting fees of $2,000 per Board meeting and per committee meeting beyond ten per year.
- Filing states Ms. Yoon has no material interest in related-party transactions under Item 404(a) of Regulation S-K.
03—Questions
Frequently Asked Questions
Who is Songyee Yoon and why was she appointed?
Ms. Yoon is Managing Partner of Principal Venture Partners, L.P., a venture capital firm. The filing does not state a specific reason for her appointment beyond her election to the Board after the Board expanded its size.
Is Ms. Yoon considered independent?
Yes. The Board determined that Ms. Yoon qualifies as an independent director under the New York Stock Exchange listing standards and the Company's Corporate Governance Guidelines.
What committees will Ms. Yoon serve on?
She was appointed to the Audit Committee and the Finance, Investment and Technology Committee, both effective February 6, 2025.
How will Ms. Yoon be compensated?
She will receive the standard non-employee director package: an annual cash retainer of $105,000 (which may be taken in fully vested shares), an annual equity retainer of $220,000 in fully vested shares, and $2,000 per Board or qualifying committee meeting beyond ten per year. Her first partial year will be pro-rated.
What changed in the company's bylaws?
The Board amended the Amended and Restated Bylaws solely to increase the number of authorized directorships from 13 to 14 to accommodate Ms. Yoon's appointment. The amended bylaws are included as Exhibit 3.1.
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