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
August 22, 2008
Date of Report
(Date of Earliest Event Reported)
HEWLETT-PACKARD COMPANY
(Exact name of registrant as specified in its charter)
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DELAWARE |
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1-4423 |
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94-1081436 |
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(State or other
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(Commission File
Number) |
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(I.R.S. Employer |
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3000 HANOVER STREET, PALO ALTO, CA |
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94304 |
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(Address of principal executive offices) |
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(Zip code) |
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(650) 857-1501
(Registrant’s telephone number, including area code)
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))
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Item 5.02 |
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Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers |
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(e) |
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On August 22, 2008, the HR and Compensation Committee (the “HRC”) of the Board of Directors of Hewlett-Packard Company (“HP”) approved a special performance-based cash incentive arrangement for Shane V. Robison, Executive Vice President and Chief Strategy and Technology Officer. A copy of the related form of performance-based cash incentive notification letter is filed as Exhibit 10.1 hereto and incorporated by reference herein. |
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Under the arrangement, a targeted cash amount of $2,000,000 was established. The amount payable under the arrangement will vary based on HP’s cash flow from operations as a percentage of revenue (“CFO%”) during HP’s 2009 fiscal year. If performance is achieved at target, payout will be 100% of the targeted cash amount; if performance is achieved at maximum, payout will be 150% of the targeted cash amount. Performance at threshold will yield a payout of 30% of target, and performance below threshold will result in no payout. Performance between these levels will be determined based on straight-line interpolation. |
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The CFO% target applicable under the arrangement will be the same as the CFO% target established each year in connection with awards of performance-based restricted units under the Hewlett-Packard Company 2004 Stock Incentive Plan and in connection with the outstanding programs under the HP Long-Term Performance Cash Program. This target will be set by the HRC for fiscal 2009 within 90 days after the beginning of that period. |
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Item 9.01 |
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Financial Statements and Exhibits. |
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Exhibit |
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Description |
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Exhibit 10.1 |
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Form of Special Performance-Based Cash Incentive Notification Letter.*† |
*Indicates management contract or compensatory plan, contract or arrangement.
†Incorporated by reference to Exhibit 10.1 of HP’s Current Report on Form 8-K filed on May 20, 2008.
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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.
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HEWLETT-PACKARD COMPANY |
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DATE: August 27, 2008 |
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/s/ Paul T. Porrini |
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Name: |
Paul T. Porrini |
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Title: |
Vice
President, Deputy General Counsel and |
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EXHIBIT INDEX
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Exhibit |
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Description |
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Exhibit 10.1 |
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Form of Special Performance-Based Cash Incentive Notification Letter.*† |
*Indicates management contract or compensatory plan, contract or arrangement.
†Incorporated by reference to Exhibit 10.1 of HP’s Current Report on Form 8-K filed on May 20, 2008.
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