HP 2014 Annual Report Download - page 44

Unforeseen environmental costs could adversely affect our business and results of operations.
We are subject to various federal, state, local and foreign laws and regulations concerning
environmental protection, including laws addressing the discharge of pollutants into the air and water,
the management and disposal of hazardous substances and wastes, the cleanup of contaminated sites,
the content of our products and the recycling, treatment and disposal of our products, including
batteries. In particular, we face increasing complexity in our product design and procurement
operations as we adjust to new and future requirements relating to the chemical and materials
composition of our products, their safe use, the energy consumption associated with those products,
climate change laws and regulations, and product take-back legislation. If we were to violate or become
liable under environmental laws or if our products become non- compliant with environmental laws, we
could incur substantial costs or face other sanctions, which may include restrictions on our products
entering certain jurisdictions. Our potential exposure includes fines and civil or criminal sanctions,
third-party property damage, personal injury claims and clean-up costs. Further, liability under some
environmental laws relating to contaminated sites can be imposed retroactively, on a joint and several
basis, and without any finding of noncompliance or fault. The amount and timing of costs to comply
with environmental laws are difficult to predict.
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 we could issue with voting, liquidation, dividend
and other rights superior to our common stock;
• limiting the liability of, and providing indemnification to, our directors and officers;
• specifying that our 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 our stockholders for business to be conducted at
stockholder meetings and for nominations of candidates for election to our Board of Directors;
and
• controlling the procedures for conduct of our Board of Directors and stockholder meetings and
election, appointment and removal of our 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, we are also 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 our 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 stock and also could affect the price that some investors are
willing to pay for HP stock.
ITEM 1B. Unresolved Staff Comments.
None.
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