Document

0001645590-19-000003.txt : 20190131 0001645590-19-000003.hdr.sgml : 20190131 20190131161800 ACCESSION NUMBER: 0001645590-19-000003 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190131 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20190131 DATE AS OF CHANGE: 20190131 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Hewlett Packard Enterprise Co CENTRAL INDEX KEY: 0001645590 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER & OFFICE EQUIPMENT [3570] IRS NUMBER: 473298624 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-37483 FILM NUMBER: 19556116 BUSINESS ADDRESS: STREET 1: 3000 HANOVER STREET CITY: PALO ALTO STATE: CA ZIP: 94304 BUSINESS PHONE: 6506875817 MAIL ADDRESS: STREET 1: 3000 HANOVER STREET CITY: PALO ALTO STATE: CA ZIP: 94304 8-K 1 form8-kwhitmanresignationh.htm 8-K Document



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 Date of Report (Date of Earliest Event Reported) January 31, 2019
HEWLETT PACKARD ENTERPRISE COMPANY
(Exact name of registrant as specified in its charter)


Delaware	001-37483	47-3298624
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)


3000 HANOVER STREET PALO ALTO, CA		94304
(Address of principal executive offices)		(Zip code)


Registrant’s telephone number, including area code: (650) 687-5817

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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).


q	Emerging growth company


q	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 5.02		Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

		Election of New Director Effective as of January 31, 2019, the Board of Directors (the “Board”) of Hewlett Packard Enterprise Company (“Hewlett Packard Enterprise”) has appointed Jean M. Hobby, former Global Strategy Partner at PricewaterhouseCoopers, LLP, to serve as a director of Hewlett Packard Enterprise. In addition, Ms. Hobby was appointed to serve as a member the Audit Committee of the Board, effective as of the same date. In consideration of her service during the remainder of the current Hewlett Packard Enterprise board year, Ms. Hobby will receive pro-rata portions of the annual equity and cash retainers that are provided under the non-employee director compensation arrangements generally applicable to all Hewlett Packard Enterprise non-employee directors (the “Director Compensation Program”). Thereafter, she will participate in full in the Director Compensation Program. Departure of Director On January 31, 2019, Hewlett Packard Enterprise announced that Margaret C. Whitman has notified the Board of her decision to not seek reelection at the 2019 Annual Meeting of Stockholders (“2019 Annual Meeting”). Accordingly, Ms. Whitman's service as a director will end when her current term expires at the 2019 Annual Meeting, on April 3, 2019. A copy of the press release announcing these events is furnished as Exhibit 99.1 to this Form 8-K.

Item 9.01		Financial Statements and Exhibits.

Exhibit Number		Description of Exhibit
99.1		Hewlett Packard Enterprise Company Press Release, dated January 31, 2019 (furnished herewith).



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: January 31, 2019	By:	/s/ Rishi Varma
	Name:	Rishi Varma
	Title:	General Counsel and Assistant Secretary

EX-99.1 2 hpebodpressrelease.htm EXHIBIT 99.1 Exhibit



	News Release Hewlett Packard Enterprise Announces Changes to Board of Directors

Editorial contact:

Kate Holderness, HPE

+1-917-318-6818

Kate.holderness@hpe.com

PALO ALTO, CA - (January 31, 2019) - Hewlett Packard Enterprise (NYSE: HPE) today announced that Jean Hobby, who most recently served as Global Strategy Officer for PricewaterhouseCoopers LLP (“PwC”), has been appointed as a member of Hewlett Packard Enterprise's Board of Directors, effective immediately. The company also announced that Meg Whitman will not stand for reelection to the Board of Directors as her other professional commitments grow.

“We are delighted that Jean is joining the HPE Board,” said Pat Russo, Chairman of the Board of Directors, HPE. “Jean brings to HPE a broad set of leadership skills and important experience in finance, strategic operations and technology. And, I thank Meg for her long dedication to HPE, helping us successfully launch as an independent company and execute a smooth leadership transition. We wish her every success in the future.”

Jean Hobby to Join HPE Board of Directors

Ms. Hobby spent her 33-year career with PwC in a wide range of leadership roles. Most recently, Ms. Hobby served as Global Strategy Officer for the firm. Prior to that role, she led the multi-billion-dollar U.S. Technology, Media & Telecom Sector practice group. She also previously served as Chief Financial Officer of PwC, where she was responsible for finance, treasury, mergers and acquisitions, external reporting, compliance and governance, and real estate. During her time with the company, Ms. Hobby also served as Global Engagement Partner for companies such as AT&T, Metro PCS, Alltel Corporation, and ICL. Ms. Hobby is a member of the Integer Holdings Corporation Board of Directors, where she chairs the Audit Committee. She is also a member and serves on the Audit Committee of the Texas Instruments Board of Directors. Ms. Hobby received a BA in Accounting from the University of Arkansas.

“Jean has important technology sector knowledge and an appreciation for the opportunities we face at HPE, which will serve us well as we drive investment in innovation, our customers and our employees,” said Antonio Neri, President and CEO of HPE. “We are fortunate to have the strategic counsel and support from a Board of Directors with diverse experiences and proven leadership.”

“I am thrilled by the opportunity to join HPE’s Board of Directors,” said Hobby. “I have long admired HPE’s legacy of innovation and deep commitment to customers, and I look forward to playing a role in helping the company advance its important and impressive enterprise transformation capabilities.”

Meg Whitman to Step Down from HPE Board of Directors

Ms. Whitman has been a member of HPE’s Board of Directors since 2015 and served as Chief Executive Officer of HPE from 2015 to 2018. Previously, she served as Chief Executive Officer of Hewlett-Packard Company from 2011 to 2015.

“With the significant change and transformation of the past few years behind it, HPE is in a very strong position today, with a clear strategy, focused portfolio and experienced leadership team,” said Whitman. “I’m confident in Antonio’s technology prowess and skilled leadership and in the strength of HPE’s Board of Directors, and I will continue to cheer the company from the sidelines.”

About Hewlett Packard Enterprise

Hewlett Packard Enterprise is a global technology leader focused on developing intelligent solutions that allow customers to capture, analyze, and act upon data seamlessly from edge to cloud. HPE enables customers to accelerate business outcomes by driving new business models, creating new customer and employee experiences, and increasing operational efficiency today and into the future.

Forward-looking statement

This press release contains forward-looking statements that involve risks, uncertainties and assumptions. If the risks or uncertainties ever materialize or the assumptions prove incorrect, the results of HPE may differ materially from those expressed or implied by such forward-looking statements and assumptions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including but not limited to any projections of financial performance, or plans, strategies and objectives of management for future operations or performance. Risks, uncertainties and assumptions include those that are described in HPE’s Annual Report on Form 10-K for the fiscal year ended October 31, 2018 and that are otherwise described or updated from time to time in Hewlett Packard Enterprise’s Securities and Exchange Commission reports. Hewlett Packard Enterprise assumes no obligation and does not intend to update these forward-looking statements.