What changed in this filing

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Item 9A. Controls and Procedures

2022-12-06 compared with 2021-12-09 · 62 added, 20 removed, 294 unchanged (22% of the section changed)

11 unchanged sentences

The following information is included in HP’s Proxy Statement related to its 2023 Annual Meeting of Stockholders to be filed within 120 days after HP’s fiscal year end of October 31, 2022 (the “Proxy Statement”) and is incorporated herein by reference:

• Information regarding directors of HP who are standing for reelection and any persons nominated to become directors of HP is set forth under “Corporate Governance and Board of Directors—Management Proposal No.

1 Election of Directors.”

• Information regarding HP’s Audit Committee and designated “audit committee financial experts” is set forth under “Corporate Governance and Board of Directors—Management Proposal No.

• Information regarding HP’s Audit Committee and designated “audit committee financial experts” is set forth under “Corporate Governance and Board of Directors—Board Proposal No.

1 Election of Directors—How We Are Organized—Audit Committee.”

• Information on HP’s code of business conduct and ethics for directors, officers and employees, also known as “Integrity at HP”, is set forth under “Corporate Governance and Board of Directors—Management Proposal No.

1 Election of Directors—How We Govern and Are Governed—Code of Conduct” and information on HP’s Corporate Governance Guidelines is set forth under “—How We Are Selected—Director Nominees and Director Nominees’ Experience and Qualifications” and “—How We Govern and Are Governed—Director Independence.”

• Information on HP’s code of business conduct and ethics for directors, officers and employees, also known as “Integrity at HP”, is set forth in the section entitled “Code of Conduct” under “Corporate Governance and Board of Directors—Board Proposal No.

1 Election of Directors and information on HP’s Corporate Governance Guidelines is set forth in the sections entitled “How We Are Selected” and “Director Independence” under “Corporate Governance and Board of Directors—Board Proposal No.

1 Election of Directors.”

Executive Compensation.

1 unchanged sentence

• Information regarding HP’s compensation of its named executive officers is set forth under “Executive Compensation.”

• Information regarding HP’s compensation of its directors is set forth under “Corporate Governance and Board of Directors—Management Proposal No.

1 Election of Directors—How We Are Compensated—Director Compensation and Stock Ownership Guidelines.”

• The report of HP’s HR and Compensation Committee is set forth under “Executive Compensation—Management Proposal No.

• Information regarding HP’s compensation of its directors is set forth under “Corporate Governance and Board of Directors—Board Proposal No.

1 Election of Directors—How We Are Compensated.”

• The report of HP’s HR and Compensation Committee is set forth under “Executive Compensation—Board Proposal No.

3 Advisory Vote to Approve Executive Compensation—HR and Compensation Committee Report on Executive Compensation.”

5 unchanged sentences

The following information is included in the Proxy Statement and is incorporated herein by reference:

• Information regarding transactions with related persons is set forth under “Corporate Governance and Board of Directors—Management Proposal No.

1 Election of Directors—Related-Person Transactions Policies and Procedures—Fiscal 2021 Related-Person Transactions.”

• Information regarding director independence is set forth under “Corporate Governance and Board of Directors—Management Proposal No.

1 Election of Directors—How We Govern and Are Governed—Director Independence.”

• Information regarding transactions with related persons is set forth under “Corporate Governance and Board of Directors—Board Proposal No.

1 Election of Directors—Related-Person Transactions Policies and Procedures.”

• Information regarding director independence is set forth in the section entitled “Director Independence” under “Corporate Governance and Board of Directors—Board Proposal No.

1 Election of Directors.”

Principal Accounting Fees and Services.

Information regarding principal accounting fees and services is set forth under “Audit Matters—Management Proposal No.

Information regarding principal accounting fees and services is set forth under “Audit Matters—Board Proposal No.

2 Ratification of Independent Registered Public Accounting Firm—Principal Accounting Fees and Services” in the Proxy Statement, which information is incorporated herein by reference.

13 unchanged sentences

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.

AND SUBSIDIARIES

EXHIBIT INDEX

59 unchanged sentences

8-K 001-04423 4.3 June 21, 2021

4(o) Form of 4.000% notes due 2029 and related Officers’ Certificate.

8-K 001-04423 4.2 and 4.4

March 31, 2022

4(p) Form of 4.200% notes due 2032 and related Officers’ Certificate.

8-K 001-04423 4.3 and 4.4

March 31, 2022

4(q) Form of 4.750% notes due 2028 and related Officers’ Certificate.

8-K 001-04423 4.2 and 4.4

June 21, 2022

4(r) Form of 5.500% notes due 2033 and related Officers’ Certificate.

8-K 001-04423 4.3 and 4.4

June 21, 2022

4(s) Second Supplemental Indenture, dated as of September 1, 2022, between HP Inc.

and The Bank of New York Mellon Trust Company, N.A., as Trustee.

8-K 001-04423 4.2 September 7, 2022

Number Incorporated by Reference

135 unchanged sentences

10-Q 001-04423 10(f)(f)(f)(f) March 5, 2021

10(h)(h)(h) Special Advisor to the CEO Agreement dated as of January 16, 2021 by and between the Registrant and Kim Rivera.*

10-Q 001-04423 10(g)(g)(g)(g) March 5, 2021

10(i)(i)(i) Five-Year Credit Agreement, dated as of May 26, 2021, among the Registrant, the lenders named therein and JPMorgan Chase Bank, N.A., as administrative agent.

10(h)(h)(h) Five-Year Credit Agreement, dated as of May 26, 2021, among the Registrant, the lenders named therein and JPMorgan Chase Bank, N.A., as administrative agent.

8-K 001-04423 10.1 June 1, 2021

10(j)(j)(j) Amendment Number Four to Registrant’s 2005 Executive Deferred Compensation Plan (as amended effective as of April 1, 2021 and December 31, 2021) .*

10(i)(i)(i) Amendment Number Four to Registrant’s 2005 Executive Deferred Compensation Plan (as amended effective as of April 1, 2021 and December 31, 2021) .*

10-Q 001-04423 10(j)(j)(j) September 3, 2021

10(j)(j)(j) Form of Grant Agreement for grants of restricted stock units (for use from November 16, 2021).*

10-Q 001-04423 10(j)(j)(j) March 7, 2022

10(k)(k)(k) Form of Retention Grant Agreement for grants of restricted stock units (for use from November 16, 2021).*

10-Q 001-04423 10(k)(k)(k) March 7, 2022

10(l)(l)(l) Form of Grant Agreement for grants of non-qualified stock options.*

10-Q 001-04423 10(l)(l)(l) March 7, 2022

10(m)(m)(m) Form of Retention Grant Agreement for grants of non-qualified stock options.*

10-Q 001-04423 10(m)(m)(m) March 7, 2022

10(n)(n)(n) Form of Grant Agreement for grants of performance-adjusted restricted stock units (for use from November 16, 2021).*

10-Q 001-04423 10(n)(n)(n) March 7, 2022

10(o)(o)(o) Form of Grant Agreement for grants of performance-contingent non-qualified stock options.*

10-Q 001-04423 10(o)(o)(o) March 7, 2022

10(p)(p)(p) Third Amended and Restated HP Inc.

2004 Stock Incentive Plan.*

8-K 001-04423 10.1 April 22, 2022

10(q)(q)(q) Amendment Agreement, dated August 23, 2022 to the Five-Year Credit Agreement dated May 26, 2021, by and among HP Inc., the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.

8-K 001-04423 10.1 August 26, 2022

10(r)(r)(r) Plantronics, Inc.

2003 Stock Plan, as amended and restated.*

S-8 333-267151 4.4 August 29, 2022

10(s)(s)(s) Amendment Number One to the Plantronics, Inc.

2003 Stock Plan, as amended and restated.*

S-8 333-267151 4.5 August 29, 2022

10(t)(t)(t) Amendment Number Five to Registrant’s 2005 Executive Deferred Compensation Plan.*†

21 Subsidiaries of the Registrant as of October 31, 20 2 2 .†

1 unchanged sentence

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.

31.1 Certification of Chief Executive Offic er pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amend ed .

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 .†

1 unchanged sentence

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 .††

Number Incorporated by Reference

Exhibit Description Form File No.

Exhibit(s) Filing Date

101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.†

17 unchanged sentences

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Marie Myers, Harvey Anderson and Rick Hansen, 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.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Marie Myers, Julie Jacobs and Rick Hansen, 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.

5 unchanged sentences

(Principal Financial Officer) December 6, 2022

/s/ BARB BARTON WEISZHAAR Acting Global Controller

/s/ JONATHAN P.

FAUST Global Controller

(Principal Accounting Officer) December 6, 2022

Barb Barton Weiszhaar

/s/ AIDA ALVAREZ Director December 6, 2022

20 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures