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| (a) | The following documents are filed as part of this report: |
- All Financial Statements:
The following financial statements are filed as part of this report under Item 8—"Financial Statements and Supplementary Data."
- Financial Statement Schedules:
All schedules are omitted as the required information is not applicable or the information is presented in the Consolidated Financial Statements and notes thereto in Item 8 above.
- Exhibits:
A list of exhibits filed or furnished with this Annual Report on Form 10-K (or incorporated by reference to exhibits previously filed or furnished by Hewlett Packard Enterprise) is provided in the accompanying Exhibit Index. Hewlett Packard Enterprise will furnish copies of exhibits for a reasonable fee (covering the expense of furnishing copies) upon request. Stockholders may request exhibits copies by contacting:
Hewlett Packard Enterprise Company
Attn: Investor Relations
6280 America Center Drive
San Jose, CA 95002
HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
EXHIBIT INDEX
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| | | | | Incorporated by Reference | | | | | | |
| Exhibit Number | | | Exhibit Description | | Form | | File No. | | Exhibit(s) | | Filing Date |
| 2.1 | | | Separation and Distribution Agreement, dated as of October 31, 2015, by and among Hewlett-Packard Company, Hewlett Packard Enterprise Company and the Other Parties Thereto | | 8-K | | 001-37483 | | 2.1 | | November 5, 2015 |
| 2.2 | | | Transition Services Agreement, dated as of November 1, 2015, by and between Hewlett-Packard Company and Hewlett Packard Enterprise Company | | 8-K | | 001-37483 | | 2.2 | | November 5, 2015 |
| 2.3 | | | Employee Matters Agreement, dated as of October 31, 2015, by and between Hewlett-Packard Company and Hewlett Packard Enterprise Company | | 8-K | | 001-37483 | | 2.4 | | November 5, 2015 |
| 2.4 | | | Real Estate Matters Agreement, dated as of October 31, 2015, by and between Hewlett-Packard Company and Hewlett Packard Enterprise Company | | 8-K | | 001-37483 | | 2.5 | | November 5, 2015 |
| 2.5 | | | Master Commercial Agreement, dated as of November 1, 2015, by and between Hewlett-Packard Company and Hewlett Packard Enterprise Company | | 8-K | | 001-37483 | | 2.6 | | November 5, 2015 |
| 2.6 | | | Information Technology Service Agreement, dated as of November 1, 2015, by and between Hewlett-Packard Company and HP Enterprise Services, LLC | | 8-K | | 001-37483 | | 2.7 | | November 5, 2015 |
| 2.7 | | | Agreement and Plan of Merger, dated as of May 24, 2016, among Hewlett Packard Enterprise Company, Computer Sciences Corporation, Everett SpinCo, Inc. and Everett Merger Sub, Inc. | | 8-K | | 001-37483 | | 2.1 | | May 26, 2016 |
| 2.8 | | | Separation and Distribution Agreement, dated as of May 24, 2016, between Hewlett Packard Enterprise Company and Everett SpinCo, Inc. | | 8-K | | 001-37483 | | 2.2 | | May 26, 2016 |
| 2.9 | | | Agreement and Plan of Merger, dated as of September 7, 2016, by and among Hewlett Packard Enterprise Company, Micro Focus International plc, Seattle SpinCo, Inc., Seattle Holdings, Inc. and Seattle MergerSub, Inc. | | 8-K | | 001-37483 | | 2.1 | | September 7, 2016 |
| 2.10 | | | Separation and Distribution Agreement, dated as of September 7, 2016, by and between Hewlett Packard Enterprise Company and Seattle SpinCo, Inc. | | 8-K | | 001-37483 | | 2.2 | | September 7, 2016 |
| 2.11 | | | Employee Matters Agreement, dated as of September 7, 2016, by and among Hewlett Packard Enterprise Company, Seattle SpinCo, Inc. and Micro Focus International plc | | 8-K | | 001-37483 | | 2.3 | | September 7, 2016 |
| 2.12 | | | First Amendment to the Agreement and Plan of Merger, dated as of May 24, 2016, among Hewlett Packard Enterprise Company, Computer Sciences Corporation, Everett SpinCo, Inc. and Everett Merger Sub, Inc. | | 8-K | | 001-37483 | | 2.1 | | November 2, 2016 |
| 2.13 | | | First Amendment to the Separation and Distribution Agreement, dated as of May 24, 2016, between Hewlett Packard Enterprise Company and Everett SpinCo, Inc. | | 8-K | | 001-37483 | | 2.2 | | November 2, 2016 |
| 2.14 | | | Agreement and Plan of Merger, dated as of March 6, 2017, by and among Hewlett Packard Enterprise Company, Nimble Storage, Inc. and Nebraska Merger Sub, Inc. | | 8-K | | 001-37483 | | 99.1 | | March 7, 2017 |
HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
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| | | | | Incorporated by Reference | | | | | | |
| Exhibit Number | | | Exhibit Description | | Form | | File No. | | Exhibit(s) | | Filing Date |
| 2.15 | | | Tender and Support Agreement, dated as of March 6, 2017, by and among Hewlett Packard Enterprise Company, Nebraska Merger Sub, Inc. and each of the persons set forth on Schedule A thereto | | 8-K | | 001-37483 | | 99.2 | | March 7, 2017 |
| 2.16 | | | Employee Matters Agreement, dated March 31, 2017, by and among Computer Sciences Corporation, Hewlett Packard Enterprise Company and Everett SpinCo, Inc. | | 8-K | | 001-38033 | | 2.1 | | April 6, 2017 |
| 2.17 | | | Tax Matters Agreement, dated March 31, 2017, by and among Computer Sciences Corporation, Hewlett Packard Enterprise Company and Everett SpinCo, Inc. (Incorporated by reference to Exhibit 2.2 to DXC Technology Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 6, 2017.) | | 8-K | | 001-38033 | | 2.2 | | April 6, 2017 |
| 2.18 | | | Intellectual Property Matters Agreement, dated March 31, 2017, by and among Hewlett Packard Enterprise Company, Hewlett Packard Enterprise Development LP and Everett SpinCo, Inc. | | 8-K | | 001-38033 | | 2.3 | | April 6, 2017 |
| 2.19 | | | Transition Services Agreement, dated March 31, 2017, between Hewlett Packard Enterprise Company and Everett SpinCo, Inc. | | 8-K | | 001-38033 | | 2.4 | | April 6, 2017 |
| 2.20 | | | Real Estate Matters Agreement, dated March 31, 2017, between Hewlett Packard Enterprise Company and Everett SpinCo, Inc. | | 8-K | | 001-38033 | | 2.5 | | April 6, 2017 |
| 2.21 | | | Fourth Amendment to the Separation and Distribution Agreement, dated March 31, 2017, by and between Hewlett Packard Enterprise Company and Everett SpinCo, Inc. | | 8-K | | 001-38033 | | 2.6 | | April 6, 2017 |
| 2.22 | | | Tax Matters Agreement, dated September 1, 2017, by and among Hewlett Packard Enterprise Company, Seattle SpinCo, Inc., and Micro Focus International plc | | 8-K | | 001-37483 | | 2.1 | | September 1, 2017 |
| 2.23 | | | Intellectual Property Matters Agreement, dated September 1, 2017, by and among Hewlett Packard Enterprise Company, Seattle SpinCo, Inc., and Micro Focus International plc | | 8-K | | 001-37483 | | 2.2 | | September 1, 2017 |
| 2.24 | | | Transition Services Agreement, dated September 1, 2017, by and among Hewlett Packard Enterprise Company, Seattle SpinCo, Inc., and Micro Focus International plc | | 8-K | | 001-37483 | | 2.3 | | September 1, 2017 |
| 2.25 | | | Real Estate Matters Agreement, dated September 1, 2017, by and among Hewlett Packard Enterprise Company, Seattle SpinCo, Inc., and Micro Focus International plc | | 8-K | | 001-37483 | | 2.4 | | September 1, 2017 |
| 2.26 | | | Agreement and Plan of Merger, dated as of May 16, 2019, by and among Hewlett Packard Enterprise Company, Cray Inc. and Canopy Merger Sub, Inc. | | 8-K | | 001-37483 | | 2.1 | | May 17, 2019 |
| 3.1 | | | Registrant's Amended and Restated Certificate of Incorporation | | 8-K | | 001-37483 | | 3.1 | | November 5, 2015 |
| 3.2 | | | Registrant's Amended and Restated Bylaws effective October 31, 2015 | | 8-K | | 001-37483 | | 3.2 | | November 5, 2015 |
| 3.3 | | | Certificate of Designation of Series A Junior Participating Redeemable Preferred Stock | | 8-K | | 001-37483 | | 3.1 | | March 20, 2017 |
HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
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| | | | | Incorporated by Reference | | | | | | |
| Exhibit Number | | | Exhibit Description | | Form | | File No. | | Exhibit(s) | | Filing Date |
| 3.4 | | | Certificate of Designation of Series B Junior Participating Redeemable Preferred Stock | | 8-K | | 001-37483 | | 3.2 | | March 20, 2017 |
| 4.1 | | | Senior Indenture, dated as of October 9, 2015, between Hewlett Packard Enterprise Company and The Bank of New York Mellon Trust Company, N.A., as Trustee | | 8-K | | 001-37483 | | 4.1 | | October 13, 2015 |
| 4.2 | | | Third Supplemental Indenture, dated as of October 9, 2015, between Hewlett Packard Enterprise Company and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to Hewlett Packard Enterprise Company's 3.600% notes due 2020 | | 8-K | | 001-37483 | | 4.4 | | October 13, 2015 |
| 4.3 | | | Fourth Supplemental Indenture, dated as of October 9, 2015, between Hewlett Packard Enterprise Company and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to Hewlett Packard Enterprise Company's 4.400% notes due 2022 | | 8-K | | 001-37483 | | 4.5 | | October 13, 2015 |
| 4.4 | | | Fifth Supplemental Indenture, dated as of October 9, 2015, between Hewlett Packard Enterprise Company and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to Hewlett Packard Enterprise Company's 4.900% notes due 2025 | | 8-K | | 001-37483 | | 4.6 | | October 13, 2015 |
| 4.5 | | | Sixth Supplemental Indenture, dated as of October 9, 2015, between Hewlett Packard Enterprise Company and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to Hewlett Packard Enterprise Company's 6.200% notes due 2035 | | 8-K | | 001-37483 | | 4.7 | | October 13, 2015 |
| 4.6 | | | Seventh Supplemental Indenture, dated as of October 9, 2015, between Hewlett Packard Enterprise Company and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to Hewlett Packard Enterprise Company's 6.350% notes due 2045 | | 8-K | | 001-37483 | | 4.8 | | October 13, 2015 |
| 4.7 | | | Eleventh Supplemental Indenture, dated as of September 19, 2018, between Hewlett Packard Enterprise Company and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to Hewlett Packard Enterprise Company's 3.500% notes due 2021 | | 8-K | | 001-37483 | | 4.2 | | September 19, 2018 |
| 4.8 | | | Twelfth Supplemental Indenture, dated as of September 19, 2018, between Hewlett Packard Enterprise Company and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to Hewlett Packard Enterprise Company's floating rate notes due 2021 | | 8-K | | 001-37483 | | 4.3 | | September 19, 2018 |
| 4.9 | | | Thirteenth Supplemental Indenture, dated as of September 13, 2019, between Hewlett Packard Enterprise Company and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to Hewlett Packard Enterprise Company’s floating rate Notes due 2023 | | 8-K | | 001-37483 | | 4.20 | | September 13, 2019 |
| 4.10 | | | Fourteenth Supplemental Indenture, dated as of September 13, 2019, between Hewlett Packard Enterprise Company and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to Hewlett Packard Enterprise Company’s floating rate Notes due 2021 | | 8-K | | 001-37483 | | 4.30 | | September 13, 2019 |
| 4.11 | | | Registration Rights Agreement, dated as of October 9, 2015, among Hewlett Packard Enterprise Company, Hewlett-Packard Company, and the representatives of the initial purchasers of the Notes | | 8-K | | 001-37483 | | 4.12 | | October 13, 2015 |
HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
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| | | | | Incorporated by Reference | | | | | | |
| Exhibit Number | | | Exhibit Description | | Form | | File No. | | Exhibit(s) | | Filing Date |
| 4.12 | | | Form of Indenture between Hewlett Packard Enterprise Company and The Bank of New York Mellon Trust Company, N.A. | | S-3ASR | | 333-222102 | | 4.5 | | December 15, 2017 |
| 10.1 | | | Amended and Restated Hewlett Packard Enterprise Company 2015 Stock Incentive Plan* | | 8-K | | 001-37483 | | 10.1 | | January 30, 2017 |
| 10.2 | | | Hewlett Packard Enterprise Company Severance and Long-Term Incentive Change in Control Plan for Executive Officers* | | 10 | | 001-37483 | | 10.4 | | September 28, 2015 |
| 10.3 | | | Hewlett Packard Enterprise Executive Deferred Compensation Plan* | | S-8 | | 333-207679 | | 4.3 | | October 30, 2015 |
| 10.4 | | | Hewlett Packard Enterprise Grandfathered Executive Deferred Compensation Plan* | | S-8 | | 333-207679 | | 4.4 | | October 30, 2015 |
| 10.5 | | | Form of Non-Qualified Stock Option Grant Agreement* | | 8-K | | 001-37483 | | 10.4 | | November 5, 2015 |
| 10.6 | | | Form of Restricted Stock Unit Launch Grant Agreement* | | 8-K | | 001-37483 | | 10.7 | | November 5, 2015 |
| 10.7 | | | Form of Performance-Contingent Non-Qualified Stock Option Launch Grant Agreement* | | 8-K | | 001-37483 | | 10.8 | | November 5, 2015 |
| 10.8 | | | Form of Non-Employee Director Stock Options Grant Agreement* | | 8-K | | 001-37483 | | 10.9 | | November 5, 2015 |
| 10.9 | | | Form of Non-Employee Director Restricted Stock Unit Grant Agreement* | | 8-K | | 001-37483 | | 10.10 | | November 5, 2015 |
| 10.10 | | | Form of Restricted Stock Units Grant Agreement, as amended and restated effective January 1, 2016* | | 10-Q | | 001-37483 | | 10.14 | | March 10, 2016 |
| 10.11 | | | Form of Performance-Adjusted Restricted Stock Unit Agreement, as amended and restated effective January 1, 2016* | | 10-Q | | 001-37483 | | 10.15 | | March 10, 2016 |
| 10.12 | | | Description of Amendment to Equity Awards (incorporated by reference to Item 5.02 of the 8-K filed on May 26, 2016)* | | 8-K | | 001-37483 | | 10.1 | | May 26, 2016 |
| 10.13 | | | Niara, Inc. 2013 Equity Incentive Plan* | | S-8 | | 333-216481 | | 4.3 | | March 6, 2017 |
| 10.14 | | | Nimble Storage, Inc. 2008 Equity Incentive Plan* | | S-8 | | 333-217349 | | 4.3 | | April 18, 2017 |
| 10.15 | | | Nimble Storage, Inc. 2013 Equity Incentive Plan* | | S-8 | | 333-217349 | | 4.4 | | April 18, 2017 |
| 10.16 | | | SimpliVity Corporation 2009 Stock Plan* | | S-8 | | 333-217438 | | 4.3 | | April 24, 2017 |
| 10.17 | | | Silicon Graphics International Corp. 2014 Omnibus Incentive Plan, as amended* | | 10-Q | | 000-51333 | | 10.1 | | January 29, 2016 |
| 10.18 | | | Silicon Graphics International Corp. 2006 New Recruit Equity Incentive Plan, as amended and restated* | | 10-K | | 000-51333 | | 10.48 | | February 28, 2007 |
| 10.19 | | | Silicon Graphics International Corp. 2005 Equity Incentive Plan, as amended* | | 10-K | | 000-51333 | | 10.3 | | September 10, 2012 |
| 10.20 | | | Silicon Graphics International Corp. 2005 Non-Employee Directors’ Stock Option* | | S-1 | | 000-51333 | | 10.10 | | February 4, 2005 |
| 10.21 | | | Cloud Technology Partner, Inc. 2011 Equity Incentive Plan* | | S-8 | | 333-221254 | | 4.3 | | October, 31 2017 |
| 10.22 | | | Amendment to the Cloud Technology Partners, Inc. 2011 Equity Incentive Plan* | | S-8 | | 333-221254 | | 4.4 | | October 21, 2017 |
| 10.23 | | | Plexxi Inc. 2011 Stock Plan | | S-8 | | 333-226181 | | 4.3 | | July 16, 2018 |
| 10.24 | | | Amended and Restated Hewlett Packard Enterprise Company 2015 Employee Stock Purchase Plan | | 10-Q | | 001-37483 | | 10.29 | | September, 4, 2018 |
| 10.25 | | | Form of Restricted Stock Units Grant Agreement | | 10-Q | | 001-37483 | | 10.30 | | September, 4, 2018 |
HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
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| | | | | Incorporated by Reference | | | | | | |
| Exhibit Number | | | Exhibit Description | | Form | | File No. | | Exhibit(s) | | Filing Date |
| 10.26 | | | Amendment to Hewlett Packard Enterprise Executive Deferred Compensation Plan* | | 10-K | | 001-37483 | | 10.27 | | December 12, 2018 |
| 10.27 | | | First Amendment to the Hewlett Packard Enterprise Company Severance and Long-Term Incentive Change in Control Plan for Executive Officers* | | 10-K | | 001-37483 | | 10.29 | | December 12, 2018 |
| 10.28 | | | BlueData Software Inc. 2012 Stock Incentive Plan* | | S-8 | | 333-229449 | | 4.3 | | January 31, 2019 |
| 10.29 | | | Five-Year Credit Agreement dated as of August 16, 2019, by and among Hewlett Packard Enterprise Company, the lenders Party thereto, JPMorgan Chase Bank, N.A., as Administrative Processing Agent and Co-Administrative Agent and Citibank, N.A., as Co-Administrative Agent | | 8-K | | 001-37483 | | 10.1 | | August 20, 2019 |
| 10.30 | | | Cray Inc. Amended and Restated 2013 Equity Incentive Plan | | S-8 | | 333-234033 | | 4.3 | | October 1, 2019 |
| 10.31 | | | Termination and Mutual Release Agreement dated as of October 30, 2019 by and between Hewlett Packard Enterprise Company and HP Inc.‡ | | | | | | | | |
| 21 | | | Subsidiaries of Hewlett Packard Enterprise Company‡ | | | | | | | | |
| 23.1 | | | Consent of Independent Registered Public Accounting Firm‡ | | | | | | | | |
| 24 | | | Power of Attorney (included on the signature page) | | | | | | | | |
| 31.1 | | | Certification of Chief Executive Officer pursuant to Rule 13a- 14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended‡ | | | | | | | | |
| 31.2 | | | Certification of Chief Financial Officer pursuant to Rule 13a- 14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended‡ | | | | | | | | |
| 32 | | | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002† | | | | | | | | |
| 101.INS | | | XBRL Instance Document‡ | | | | | | | | |
| 101.SCH | | | XBRL Taxonomy Extension Schema Document‡ | | | | | | | | |
| 101.CAL | | | XBRL Taxonomy Extension Calculation Linkbase Document‡ | | | | | | | | |
| 101.DEF | | | XBRL Taxonomy Extension Definition Linkbase Document‡ | | | | | | | | |
| 101.LAB | | | XBRL Taxonomy Extension Label Linkbase Document‡ | | | | | | | | |
| 101.PRE | | | XBRL Taxonomy Extension Presentation Linkbase Document‡ | | | | | | | | |
- Indicates management contract or compensation plan, contract or arrangement
‡ Filed herewith
† Furnished herewith
The registrant agrees to furnish to the Commission supplementally upon request a copy of (1) any instrument with respect to long-term debt not filed herewith as to which the total amount of securities authorized thereunder does not exceed 10% of the total assets of the registrant and its subsidiaries on a consolidated basis and (ii) schedules or exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K of any material plan of acquisition, disposition or reorganization set forth above.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| Date: | December 12, 2019 | | HEWLETT PACKARD ENTERPRISE COMPANY | |
| | | By: | /s/ Tarek A. Robbiati |
| | | | Tarek A. Robbiati Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Tarek A. Robbiati, John F. Schultz and Rishi Varma, or any of them, his or her attorneys-in-fact, for such person in any and all capacities, to sign any amendments to this report and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that either of said attorneys-in-fact, or substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated
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| Signature | | Title(s) | | Date |
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| /s/ Antonio F. Neri | | President and Chief Executive Officer (Principal Executive Officer) | | December 12, 2019 |
| Antonio F. Neri | | | | |
| /s/ Tarek A. Robbiati | | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | | December 12, 2019 |
| Tarek A. Robbiati | | | | |
| /s/ Jeff T. Ricci | | Senior Vice President and Controller (Principal Accounting Officer) | | December 12, 2019 |
| Jeff T. Ricci | | | | |
| /s/ Patricia F. Russo | | Chairman | | December 12, 2019 |
| Patricia F. Russo | | | | |
| /s/ Daniel L. Ammann | | Director | | December 12, 2019 |
| Daniel L. Ammann | | | | |
| /s/ Michael J. Angelakis | | Director | | December 12, 2019 |
| Michael J. Angelakis | | | | |
| /s/ Pamela L. Carter | | Director | | December 12, 2019 |
| Pamela L. Carter | | | | |
| /s/ Jean M. Hobby | | Director | | December 12, 2019 |
| Jean M. Hobby | | | | |
| /s/ George R. Kurtz | | Director | | December 12, 2019 |
| George R. Kurtz | | | | |
| /s/ Raymond J. Lane | | Director | | December 12, 2019 |
| Raymond J. Lane | | | | |
| /s/ Ann M. Livermore | | Director | | December 12, 2019 |
| Ann M. Livermore | | | | |
| /s/ Raymond E. Ozzie | | Director | | December 12, 2019 |
| Raymond E. Ozzie | | | | |
| /s/ Gary M. Reiner | | Director | | December 12, 2019 |
| Gary M. Reiner | | | | |
| /s/ Lip-Bu Tan | | Director | | December 12, 2019 |
| Lip-Bu Tan | | | | |
| /s/ Mary Agnes Wilderotter | | Director | | December 12, 2019 |
| Mary Agnes Wilderotter | | | | |