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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
April 10, 2024
Date of Report (Date of Earliest Event Reported)
HEWLETT PACKARD ENTERPRISE COMPANY
(Exact name of registrant as specified in its charter)
Delaware001-3748347-3298624
(State or other jurisdiction
of incorporation)
(Commission File Number)
 
(I.R.S. Employer
Identification No.)
1701 East Mossy Oaks Road,Spring,TX77389
 (Address of principal executive offices)
(Zip code)

(678)259-9860
(Registrant’s telephone number, including area code)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 


Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, par value $0.01 per shareHPENYSE
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.



Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 10, 2024, at the 2024 annual meeting of stockholders (the “2024 Annual Meeting”) of Hewlett Packard Enterprise Company (the “Company”), the Company's stockholders approved an amendment (“Amendment No. 3”) to the Hewlett Packard Enterprise Company 2021 Stock Incentive Plan (the “2021 Plan”) to increase the number of shares of common stock reserved for issuance under the 2021 Plan by 22 million (22,000,000) shares. The Company's Board of Directors (the “Board”) approved Amendment No. 3 to the 2021 Plan, subject to stockholder approval, on February 8, 2024.
The foregoing description of Amendment No. 3 to the 2021 Plan is qualified in its entirety by reference to Amendment No. 3, which is filed as Exhibit 10.1 to this report. A more complete description of the terms of Amendment No. 3 and the 2021 Plan can be found in "Proposal no. 3: Vote to approve Amendment No. 3 to the Hewlett Packard Enterprise Company 2021 Stock Incentive Plan to increase the plan's shares available for issuance" on pages 57 to 65 of the Company's definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on February 21, 2024 (the “2024 Proxy Statement”), which description is incorporated by reference herein.

Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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. Subsequently, the Company also filed a Restated Certificate of Incorporation of the Company (the “Restated Certificate”), integrating the Amendment.

The foregoing descriptions of the Amendment and the Restated Certificate are qualified in their entirety by reference to the full text of the Certificate of Amendment and Restated Certificate, respectively, copies of which are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.


Item 5.07Submission of Matters to a Vote of Security Holders.
On April 10, 2024, the Company held its 2024 Annual Meeting. At the 2024 Annual Meeting, the Company's stockholders voted on five proposals and cast their votes as described below. The proposals are described in the Company's 2024 Proxy Statement.

Proposal 1
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:



NameVotes ForVotes AgainstAbstentionsBroker Non-Votes
Pamela L. Carter941,668,92929,865,5681,803,923147,678,174
Frank A. D'Amelio953,093,55218,363,4981,881,370147,678,174
Regina E. Dugan967,119,9244,397,0001,821,496147,678,174
Jean M. Hobby958,898,66612,629,1341,810,620147,678,174
Raymond J. Lane912,335,78258,999,9072,002,731147,678,174
Ann M. Livermore946,035,49325,610,5861,692,341147,678,174
Bethany J. Mayer919,109,15452,347,4411,881,825147,678,174
Antonio F. Neri967,100,3454,426,0921,811,983147,678,174
Charles H. Noski946,342,83124,966,9812,028,608147,678,174
Raymond E. Ozzie966,924,1234,519,0171,895,280147,678,174
Gary M. Reiner870,356,979100,972,1372,009,304147,678,174
Patricia F. Russo918,267,37653,215,2781,855,766147,678,174

Proposal 2
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 ForVotes AgainstAbstentionsBroker Non-Votes
1,111,048,826 7,530,847  2,436,921 —

Proposal 3
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 ForVotes AgainstAbstentionsBroker Non-Votes
904,922,94166,090,0162,325,463147,678,174

Proposal 4
The Company's stockholders cast their votes with respect to the advisory vote to approve executive compensation as set forth below:

Votes ForVotes AgainstAbstentionsBroker Non-Votes
881,278,77988,693,3763,366,265147,678,174

Proposal 5
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 ForVotes AgainstAbstentionsBroker Non-Votes
869,701,148100,691,1882,946,084147,678,174




Item 9.01Financial Statements and Exhibits.
Exhibit NumberDescription
104Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURE
        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
HEWLETT PACKARD ENTERPRISE COMPANY
DATE: April 12, 2024By: /s/ David Antczak
Name:David Antczak
Title:Senior Vice President, General Counsel
and Corporate Secretary