Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

10K characters. Original on sec.gov · Markdown

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Equity Compensation Plan Information

The following table summarizes our equity compensation plan information as of October 31, 2019.

PLAN CATEGORYCOMMON SHARES TO BE ISSUED UPON EXERCISE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS(1) (A)WEIGHTED-AVERAGE EXERCISE PRICE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS(2) (B)COMMON SHARES AVAILABLE FOR FUTURE ISSUANCE UNDER EQUITY COMPENSATION PLANS (EXCLUDING SECURITIES REFLECTED IN COLUMN (A)) (C)
Equity compensation plans approved by HP stockholders36,472,053(3)$15.4187265,135,483(4)
Equity compensation plans not approved by HP stockholders———
Total36,472,053$15.4187265,135,483
(1)This column does not reflect awards of options and RSUs assumed in acquisitions where the plans governing the awards were not available for future awards as of October 31, 2019. As of October 31, 2019, there were no individual awards of options or RSUs outstanding pursuant to awards assumed in connection with acquisitions and granted under such plans.
(2)This column does not reflect the exercise price of shares underlying the assumed options referred to in footnote (1) to this table or the purchase price of shares to be purchased pursuant to the HP Inc. 2011 Employee Stock Purchase Plan (the “2011 ESPP”) or the legacy HP Employee Stock Purchase Plan (the “Legacy ESPP”). In addition, the weighted-average exercise price does not take into account the shares issuable upon vesting of outstanding awards of RSUs and PARSUs, which have no exercise price.
(3)Includes awards of options and RSUs outstanding under the 2004 Plan and 2011 ESPP. Also includes awards of PARSUs representing 4,465,608 shares that may be issued under the 2004 Plan. Each PARSU award reflects a target number of shares that may be issued to the award recipient. HP determines the actual number of shares the recipient receives at the end of a three-year performance period based on results achieved compared with Company performance goals and stockholder return relative to the market. The actual number of shares that a grant recipient receives at the end of the period may range from 0% to 200% of the target number of shares.
(4)Includes (i) 184,508,645 shares available for future issuance under the 2004 Plan; (ii) 76,534,847 shares available for future issuance under the 2011 ESPP; (iii) 2,725,611 shares available for future issuances under the Legacy ESPP, a plan under which employee stock purchases are no longer made; and (iv) 1,366,380 shares are reserved for issuance under our Service Anniversary Stock Plan, a plan under which awards are no longer granted. Taking into account the enumerated unavailable shares from the Legacy ESPP and the Service Anniversary Stock Plan, a total of 265,135,483 shares were available for future grants as of October 31, 2019.

Common Stock Ownership of Certain Beneficial Owners and Management

The following table sets forth information as of December 31, 2019 (or as of the date otherwise indicated below) concerning beneficial ownership by:

●holders of more than 5% of HP’s outstanding shares of common stock;
●our Directors and nominees;
●each of the named executive officers listed in the Summary Compensation Table on page 23; and
●all of our Directors and executive officers as a group.

The information provided in the table is based on our records, information filed with the SEC and information provided to HP, except where otherwise noted.

The number of shares beneficially owned by each entity or individual is determined under SEC rules, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the entity or individual has sole or shared voting or investment power and also any shares that the entity or individual has the right to acquire as of March 1, 2020 (60 days after December 31, 2019) through the exercise of any stock options, through the vesting/settlement of RSUs payable in shares, or upon the exercise of other rights. Beneficial ownership excludes options or other rights vesting after March 1, 2020

2019 Form 10-K½ 37

Table of Contents

and any RSUs vesting/settling, as applicable, on or before March 1, 2020 that may be payable in cash or shares at HP’s election. Unless otherwise indicated, each person has sole voting and investment power (or shares such power with his or her spouse) with respect to the shares set forth in the following table.

Beneficial Ownership Table

NAME OF BENEFICIAL OWNERSHARES OF COMMON STOCK BENEFICIALLY OWNEDPERCENT OF COMMON STOCK OUTSTANDING
Dodge & Cox**(1)**146,883,60110.1%
BlackRock, Inc.(2)99,903,3616.9%
The Vanguard Group(3)129,732,1448.9%
Aida M. Alvarez50,698*
Shumeet Banerji31,311*
Robert R. Bennett71,091*
Charles “Chip” V. Bergh(4)150,382*
Stacy Brown-Philpot51,663*
Stephanie A. Burns63,233*
Mary Anne Citrino(5)197,682*
Richard L. Clemmer4,000*
Yoky Matsuoka17,138*
Stacey Mobley51,663*
Subra Suresh36,924*
Dion J. Weisler(6)1,767,869*
Alex Cho(7)88,582*
Steven J. Fieler(8)341,859*
Enrique J. Lores(9)540,626*
Kim M. Rivera203,223*
All current Executive Officers and Directors as a Group (20 persons)(10)4,555,175*
*Represents holdings of less than 1% based on shares of our common stock outstanding as of December 31, 2019.
(1)Based on the most recently available Schedule 13G/A filed with the SEC on February 10, 2020 by Dodge & Cox. According to its Schedule 13G/A, Dodge & Cox reported having sole voting power over 140,708,785 shares, shared voting power over no shares, sole dispositive power over 146,883,601 shares and shared dispositive power over no shares. The securities reported on the Schedule 13G/A are beneficially owned by clients of Dodge & Cox, which clients may include investment companies registered under the Investment Company Act of 1940 and other managed accounts, and which clients have the right to receive or the power to direct the receipt of dividends from, and the proceeds from the sale of, HP’s stock. Dodge & Cox Stock Fund, an investment company registered under the Investment Company Act of 1940, has an interest of 91,145,478 shares. The Schedule 13G/A contained information as of January 31, 2020 and may not reflect current holdings of HP’s stock. The address of Dodge & Cox is 555 California Street, 40th Floor, San Francisco, CA 94104.
(2)Based on the most recently available Schedule 13G/A filed with the SEC on February 5, 2020 by BlackRock, Inc. According to its Schedule 13G/A, BlackRock, Inc. reported having sole voting power over 83,693,896 shares, shared voting power over no shares, sole dispositive power over 99,903,361 shares and shared dispositive power over no shares. The Schedule 13G/A contained information as of December 31, 2019 and may not reflect current holdings of HP’s stock. The address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.
(3)Based on the most recently available Schedule 13G/A filed by the Vanguard Group on February 12, 2020. According to its Schedule 13G/A, the Vanguard Group reported having sole voting power over 2,199,101 shares, shared voting power over 460,709 shares, sole dispositive power over 127,188,851 shares, and shared dispositive power over 2,543,293 shares. The Schedule 13G/A contained information as of December 31, 2019 and may not reflect current holdings of HP’s stock. The address for the Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.
(4)Includes 146,148 shares that Mr. Bergh has the right to acquire by exercise of stock options.
(5)Includes 159,671 shares that Ms. Citrino has the right to acquire by exercise of stock options.
(6)Includes 894,739 shares that Mr. Weisler has the right to acquire by exercise of stock options.
(7)Includes 58,378 shares that Mr. Cho has the right to acquire by exercise of stock options.
(8)Includes 198,332 shares that Mr. Fieler has the right to acquire by settlement of Restricted Stock Units.
(9)Includes 156,976 shares that Mr. Lores has the right to acquire by exercise of stock options.
(10)Includes 1,790,132 shares that current executive officers and Directors have the right to acquire by exercise of stock options and 198,332 shares that current executive officers and Directors have the right to acquire by settlement of Restricted Stock Units.
38 ½2019 Form 10-K

Table of Contents

Previous: Item 11. Executive Compensation. · Next: Item 13. Certain Relationships and Related Transactions, and Director Independence.