Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain
Officers.
OnApril 5, 2023 , at the 2023 annual meeting of stockholders (the "Annual Meeting") ofHewlett Packard Enterprise Company (the "Company"), the Company's stockholders approved an amendment ("Amendment No. 2") to theHewlett 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 18 million (18,000,000) shares. The Company's Board of Directors (the "Board") approved Amendment No. 2 to the 2021 Plan, subject to stockholder approval, onFebruary 2, 2023 . The foregoing description of Amendment No. 2 to the 2021 Plan is qualified in its entirety by reference to Amendment No. 2, which is filed as Exhibit 10.1 to this report. A more complete description of the terms of Amendment No. 2 and the 2021 Plan can be found in "Proposal no. 3: Vote to approve Amendment No. 2 to theHewlett Packard Enterprise Company 2021 Stock Incentive Plan to increase the plan's shares available for issuance" on pages 55 to 62 of the Company's definitive proxy statement on Schedule 14A filed with theU.S. Securities and Exchange Commission onFebruary 15, 2023 (the "2023 Proxy Statement"), which description is incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On
Proposal 1 The Company's stockholders cast their votes to elect 12 individuals to the Company's Board of Directors ("Board of Directors") for the succeeding year or until their successors are duly qualified and elected as set forth below: Name Votes For Votes Against Abstentions Broker Non-Votes Daniel Ammann 968,289,246 19,032,188 2,079,203 148,602,988 Pamela L. Carter 952,471,131 34,975,657 1,953,849 148,602,988 Frank A. D'Amelio 983,785,796 3,595,831 2,019,010 148,602,988 Regina E. Dugan 983,992,520 3,429,069 1,979,048 148,602,988 Jean M. Hobby 974,010,270 13,441,592 1,948,775 148,602,988 Raymond J. Lane 922,728,807 64,660,800 2,011,030 148,602,988 Ann M. Livermore 956,038,068 31,548,065 1,814,504 148,602,988 Antonio F. Neri 983,678,026 3,918,835 1,803,776 148,602,988 Charles H. Noski 983,369,696 3,917,264 2,113,677 148,602,988 Raymond E. Ozzie 983,453,449 3,902,859 2,044,329 148,602,988 Gary M. Reiner 948,670,599 38,621,824 2,108,214 148,602,988 Patricia F. Russo 932,529,462 54,919,253 1,951,922 148,602,988
-------------------------------------------------------------------------------- Proposal 2 The Company's stockholders cast their votes to ratify the appointment ofErnst & Young LLP as the Company's independent registered public accounting firm for the fiscal year endingOctober 31, 2023 as set forth below: Votes For Votes Against Abstentions Broker Non-Votes 1,127,715,280 8,001,427 2,286,918 - Proposal 3 The Company's stockholders cast their votes to approve Amendment No. 2 to theHewlett Packard Enterprise Company 2021 Stock Incentive Plan, as set forth below: Votes For Votes Against Abstentions Broker Non-Votes 909,873,041 77,277,095 2,250,501 148,602,988 Proposal 4 The Company's stockholders cast their votes with respect to the advisory vote to approve executive compensation as set forth below: Votes For Votes Against Abstentions Broker Non-Votes 886,310,755 99,981,344 3,108,538 148,602,988
Proposal 5 The Company's stockholders cast their votes with respect to the stockholder proposal entitled "Transparency in Lobbying" as set forth below:
Votes For Votes Against Abstentions Broker Non-Votes
251,675,437 730,763,142 6,962,058 148,602,988
Item 9.01 Financial Statements and Exhibits.
Exhibit Number Description 10.1 Amendment No. 2 to the Hewlett Packard
Incentive Plan 104 Cover Page Interactive Data File (embedded within
the Inline XBRL document)
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