HP 2008 Annual Report Download - page 37

Some anti-takeover provisions contained in our certificate of incorporation and bylaws, as well as provisions
of Delaware law, could impair a takeover attempt.
We have provisions in our certificate of incorporation and bylaws, each of which could have the
effect of rendering more difficult or discouraging an acquisition of HP deemed undesirable by our
Board of Directors. These include provisions:
• authorizing blank check preferred stock, which HP could issue with voting, liquidation, dividend
and other rights superior to our common stock;
• limiting the liability of, and providing indemnification to, HP’s directors and officers;
• specifying that HP stockholders may take action only at a duly called annual or special meeting
of stockholders and otherwise in accordance with our bylaws and limiting the ability of our
stockholders to call special meetings;
• requiring advance notice of proposals by HP stockholders for business to be conducted at
stockholder meetings and for nominations of candidates for election to our Board of Directors;
• requiring a vote by the holders of two-thirds of HP’s outstanding shares to amend certain bylaws
relating to HP stockholder meetings, the Board of Directors and indemnification; and
• controlling the procedures for conduct of HP Board and stockholder meetings and election,
appointment and removal of HP directors.
These provisions, alone or together, could deter or delay hostile takeovers, proxy contests and
changes in control or management of HP. As a Delaware corporation, HP also is subject to provisions
of Delaware law, including Section 203 of the Delaware General Corporation Law, which prevents
some stockholders from engaging in certain business combinations without approval of the holders of
substantially all of HP’s outstanding common stock.
Any provision of our certificate of incorporation or bylaws or Delaware law that has the effect of
delaying or deterring a change in control of HP could limit the opportunity for our stockholders to
receive a premium for their shares of HP common stock and also could affect the price that some
investors are willing to pay for HP common stock.
ITEM 1B. Unresolved Staff Comments.
Not applicable.
ITEM 2. Properties.
As of October 31, 2008, we owned or leased a total of approximately 85 million square feet of
space worldwide. We owned 41% of this space and leased the remaining 59%. These amounts include
26 million square feet of space worldwide, of which 89% is leased and 11% is owned, that we acquired
in connection with the EDS acquisition. We believe that our existing properties are in good condition
and are suitable for the conduct of our business.
As of October 31, 2008, HP core sales and support operations occupied approximately 14 million
square feet. We own 44% of the space used for sales and support activities and lease the remaining
56%.
HP core manufacturing plants, research and development facilities and warehouse and
administrative facilities occupied approximately 45 million square feet. We own 57% of our
manufacturing, research and development, warehouse and administrative space and lease the remaining
43%. Our plants are equipped with machinery, most of which we own and which, in part, we developed
to meet the special requirements of our manufacturing processes. At the end of fiscal 2008, we were
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