Securities Exchange Act of 1934
Incoming Letter dated November 3, 2006
Dear Ms. Goodman:
This is in response to your letter dated November 3, 2006 concerning the shareholder proposal submitted to Hewlett-Packard Company ("HP") by the AFSCME Employees Pension Plan, Connecticut Retirement Plans and Trust Funds, New York State Common Retirement Fund, and North Carolina Equity Investment Fund Pooled Trust (together, the "proponents"). Pursuant to rule 14a-8(j) under the Securities Exchange Act of 1934, your letter indicated HP's intention to exclude the proposal from HP's proxy materials. We also have received a letter from the proponents dated December 5, 2006.
The proposal amends the bylaws to require that HP include the name, along with certain disclosures and statements, of any person nominated for election to the board by a stockholder who has beneficially owned 3% or more of HP's outstanding common stock for at least two years.
One of the United States Courts of Appeals has recently addressed the scope of rule 14a 8(i)(8). See American Federation of State, County and Municipal Employees, Employees Pension Plan v. American International Group, Inc. (2d Cir., Sep. 5, 2006). This decision disagreed with certain prior staff interpretations upon which you have relied as precedent. Your letter, however, assumes that the Ninth Circuit is the applicable jurisdiction for purposes of this request. Since we are unable to dispute or concur in this assumption, we express no view concerning whether HP may exclude the proposal under rule 14a-8(i)(8) as relating to an election for membership on its board of directors.
In connection with the foregoing, your attention is directed to the enclosure, which sets forth a brief discussion of the Division's informal procedures regarding shareholder proposals.
Gerald W. McEntee
Howard G. Rifkin
Richard H. Moore
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