Hewlett Packard Enterprise Co

1. 1

   Election of directors

   ManagementBoard: FOR

   Elect 12 nominated directors to serve for one-year terms until the 2026 annual meeting.

2. 2

   Ratification of independent registered public accounting firm

   ManagementBoard: FOR

   Ratify Ernst & Young LLP as HPE’s independent registered public accounting firm for fiscal year ending October 31, 2026.

3. 3

   Approve Amendment No. 5 to the 2021 Stock Incentive Plan

   ManagementBoard: FOR

   Approve Amendment No. 5 to increase the 2021 Stock Incentive Plan share reserve by 22,000,000 shares and extend the plan expiration to April 1, 2036.

   More detail

   This management proposal seeks shareholder approval to amend HPE’s 2021 Stock Incentive Plan by increasing the authorized share reserve by 22,000,000 shares and extending the plan’s term by approximately one year. Management and the HRC Committee justify the request by stating that continued use of equity grants is necessary to attract and retain talent amid HPE’s strategic pivot into higher-growth, higher-margin areas such as AI, cloud, and networking and following the Juniper Networks acquisition; they argue cash-only alternatives would be less effective in aligning employee and stockholder interests. The proposal details the proposed addition to the share reserve, explains addback mechanics for forfeited or cash-settled awards, and discloses projected dilution (a fully-diluted overhang of ~9.2% if approved). The plan retains governance protections: no liberal share recycling for options/SARs, minimum exercise price at 100% FMV, no repricing without shareholder approval, dividend equivalents subject to vesting, and no evergreen feature. The Board recommends a FOR vote, noting the expected duration of the increase (one to two years) and presenting the amendment text as Annex A. The proposal is routine for equity plan refreshes but has material governance and dilution implications that investors should weigh against HPE’s retention and incentive needs.

4. 4

   Advisory vote to approve executive compensation (Say on Pay

   ManagementBoard: FOR

   Non-binding advisory vote to approve the compensation of HPE’s named executive officers as disclosed in the proxy statement.

   More detail

   Management asks shareholders to approve, on a non-binding basis, the Company’s executive compensation disclosure and programs. The proxy details a pay-for-performance framework with over 90% of named executive officers’ target compensation at risk, blending annual cash incentives tied to revenue, ARR and operating profit with MBOs (20%) and long-term incentives composed of PARSUs (50%) and time-based RSUs (50%). The narrative explains modifications tied to the Juniper acquisition, performance outcomes, clawback policies, stock ownership guidelines, and committee oversight. The board recommends FOR, citing alignment with stockholder interests, governance protections, and prior strong Say-on-Pay support. Given the advisory nature, the committee will consider vote outcomes in future compensation decisions.

5. 5

   Stockholder proposal: Report on Discrimination in Charitable Support

   Shareholder — Kenneth W Nimmons Rev Trust & Juliette I Nimmons Rev Trust (via Bowyer Research, Inc.Board: AGAINST

   Request that HPE evaluate and report on benefits, costs, and risks of its charitable support, focusing on concerns about one-sided giving and support of organizations influencing public policy on gender and sexuality.

   More detail

   The shareholder proposal, submitted by the Kenneth W Nimmons Rev Trust & Juliette I Nimmons Rev Trust (via Bowyer Research), requests that HPE conduct an evaluation and publicly report within a year on the benefits, costs, and legal, reputational, competitive, and other risks of the company’s charitable giving. The proponent argues corporate giving often supports advocacy groups that influence contentious public policy debates on gender and sexuality—citing HPE’s engagement with the Human Rights Campaign and concerns about advocacy for transgender medical treatments for adolescents—as alienating stakeholders and creating reputational and market risk; it points to examples where corporate advocacy prompted consumer backlash. The Board opposes the proposal, arguing HPE’s charitable activities are already overseen by management and the HPE Foundation, that contributions are broadly focused on health, education, economic opportunity, and sustainability, and that the requested report would be duplicative, unnecessary, and costly. This dispute centers on governance of political and social engagement, reputational risk management, and the appropriate role of corporate philanthropy in society. Institutional investors will weigh the marginal benefits of additional reporting and oversight against the company’s existing governance structures and the potential for politicization of corporate strategy.

Upcoming shareholder meetings at Hewlett Packard Enterprise Co’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Hewlett Packard Enterprise Co 2026 annual meeting?

Hewlett Packard Enterprise Co (HPE) holds its 2026 annual shareholder meeting on Wednesday, April 1, 2026.

What is the record date for the Hewlett Packard Enterprise Co 2026 meeting?

The record date for the Hewlett Packard Enterprise Co 2026 meeting is Monday, February 2, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Hewlett Packard Enterprise Co's 2026 meeting?

The board is presenting 13 director nominees at the Hewlett Packard Enterprise Co 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Hewlett Packard Enterprise Co 2026 meeting?

Shareholders will vote on 5 proposals at the Hewlett Packard Enterprise Co 2026 meeting, each tagged with who proposed it and the board's recommendation.