HP 2015 Annual Report Download - page 38

Table of Contents
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 Inc. 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 our management. 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 Inc.
could limit the opportunity for our stockholders to receive a premium for their shares of our stock and also could affect the price that some investors are
willing to pay for our stock.
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The separation of Hewlett-Packard Company into two independent publicly-traded companies is subject to various risks and uncertainties and may not
achieve some or all of the anticipated benefits.
On November 1, 2015, we completed the Separation of our enterprise technology infrastructure, software, services and financing businesses from its
personal systems and printing businesses. The process of completing the Separation has involved significant costs and expenses. Uncertainty related to the
Separation may lead customers and other parties with which we currently do business or may do business in the future to terminate or attempt to negotiate
changes in our existing business relationships, or cause them to consider entering into business relationships with parties other than us. These disruptions
could have a material and adverse effect on our businesses, financial condition, results of operations and prospects.
We may not realize some or all of the anticipated strategic, financial, operational, marketing or other benefits from the separation. As an independent
publicly-traded company we are a smaller, less diversified company with a narrower business focus and may be more vulnerable to changing market
conditions, which could materially and adversely affect its business, financial condition and results of operations.
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Source: HP INC, 10-K, December 16, 2015 Powered by Morningstar® Document Research℠
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