01—Abstract
Summary
Summary of the 8-K filed April 21, 2026. Cited figures are marked; the original filing is the authoritative source.
HP Inc. filed this Form 8-K on April 21, 2026 to report the results of its 2026 annual meeting of stockholders, held April 16, 2026.
The central action was stockholder approval of the Fifth Amended and Restated HP Inc. 2004 Stock Incentive Plan, the primary change to which is making an additional 73,600,000 shares of common stock available for share-based compensation awards. The filing incorporates by reference the plan description in the company's February 25, 2026 proxy statement and attaches the full plan as Exhibit 10.1. Stockholders elected all twelve board nominees, ratified Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending October 31, 2026, and approved the advisory vote on named executive officer compensation.
The equity plan received 495,892,067 votes for and 159,248,223 against, with 2,380,622 abstentions. A stockholder proposal regarding an independent board chairman was not approved, receiving 105,071,429 votes for and 547,764,193 against.
For investors, the filing is primarily governance-related: it documents board composition, auditor ratification, say-on-pay support, and the expanded equity pool. The filing reports no financial results, guidance, or transactions beyond these shareholder votes and the plan approval.
02—Key points
Key Highlights
- Stockholders approved the Fifth Amended and Restated HP Inc. 2004 Stock Incentive Plan at the April 16, 2026 annual meeting, adding 73,600,000 shares for share-based compensation awards.
- Plan approval received 495,892,067 votes for and 159,248,223 votes against, with 2,380,622 abstentions and 122,668,376 broker non-votes.
- All twelve board nominees were elected, including Chip Bergh, Stephanie A. Burns, Richard L. Clemmer, and Songyee Yoon; Kim K.W. Rucker received the lowest support at 618,860,860 votes for and 35,843,716 against.
- Stockholders ratified Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending October 31, 2026, with 722,952,521 votes for and 55,341,403 against.
- The advisory vote on named executive officer compensation passed with 602,699,016 votes for and 52,099,574 against.
- A stockholder proposal for an independent board chairman was not approved, receiving 105,071,429 votes for and 547,764,193 against.
03—Questions
Frequently Asked Questions
What did stockholders approve regarding equity compensation?
Stockholders approved the Fifth Amended and Restated HP Inc. 2004 Stock Incentive Plan, the main change being an additional 73,600,000 shares of common stock available for share-based compensation awards. The full plan text is filed as Exhibit 10.1.
Did the board chairman proposal pass?
No. The stockholder proposal regarding an independent board chairman was not approved, with 105,071,429 votes for and 547,764,193 votes against.
Who was elected to the board?
Stockholders elected twelve directors: Chip Bergh, Bruce Broussard, Stacy Brown-Philpot, Stephanie A. Burns, Mary Anne Citrino, Richard L. Clemmer, Fama Francisco, David Meline, Judith Miscik, Gianluca Pettiti, Kim K.W. Rucker, and Songyee Yoon.
Who is HP's independent auditor and was it approved?
Stockholders ratified Ernst & Young LLP as HP's independent registered public accounting firm for the fiscal year ending October 31, 2026, with 722,952,521 votes for and 55,341,403 against.
Did this filing report financial results?
No. This 8-K reports only the outcomes of the 2026 annual meeting and the stock incentive plan approval; it contains no financial results or guidance.
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