form8-k_05242013.htm

 
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
 
 
May 24, 2013
Date of Report (Date of Earliest Event Reported)
 
 
HEWLETT-PACKARD COMPANY
(Exact name of registrant as specified in its charter)
     
     
DELAWARE
1-4423
94-1081436
(State or other jurisdiction
of incorporation)
(Commission File Number)
(I.R.S. Employer
Identification No.)
     
     
     
3000 HANOVER STREET, PALO ALTO, CA
    
(Address of principal executive offices)    
     
     
(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 5.03.
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
   
 
As previously reported, John H. Hammergren and G. Kennedy Thompson resigned as members of the Board of Directors (the “Board”) of Hewlett-Packard Company (“HP”), effective on May 24, 2013 (the “Effective Date”).  In connection with those resignations, the Board approved an amendment to Section 3.2 of Article III of HP's Amended and Restated Bylaws to reduce the number of members of the Board from eleven to nine, effective on the Effective Date.  The Amended and Restated Bylaws of HP reflecting that amendment are filed with this report as Exhibit 3.1. 
 
As previously announced, the Board has commenced a search for new Board members.  The Board intends to approve further amendments to HP’s Amended and Restated Bylaws to increase the number of members of the Board effective at the time that each such new Board member is elected to the Board.
   
 Item 9.01.
Financial Statements and Exhibits.
   
Exhibit Number
Description
   
3.1
Amended and Restated Bylaws of Hewlett-Packard Company.
   
 
 
 
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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.
 
 
 
 
HEWLETT-PACKARD COMPANY
     
     
DATE: May 29, 2013
By:
  /s/ Rishi Varma
  
 
Name:
Rishi Varma
 
Title:
Senior Vice President, Deputy General Counsel
   and Assistant Secretary

 

 
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EXHIBIT INDEX
 
 
Exhibit Number
Description
3.1
Amended and Restated Bylaws of Hewlett-Packard Company.
 
 


 
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