Hewlett Packard Enterprise Company 2017 Annual Stockholder Meeting
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Page 1 Hewlett Packard Enterprise Company 2017 Annual Stockholder Meeting March 22, 2017 9:00 AM PDT [Video] We stand at the apex of digital transformation, and we see a world where everything computes, a situation where apps give rise to intelligent spaces, spaces that see, hear and serve. Reality has made sense, machines are learning, and decisions are being made with increasing autonomy enabling us a safer, more efficient and better-connected world. We see a hybrid IT where businesses can learn the facts of their environment from multiple dimensions in real time, and can reliably analyze that data in the right way, to compute the connections that educate us, that elevate us across all industries, creating billions of new touchpoints and of new paradigms, where memory-driven computing shapes the future. Hewlett-Packard Enterprise creates a right mix for your business from core to cloud to edge, so that everything computes. Pat Russo: Good morning and welcome. We're glad you could join us for HPE's 2017 Annual Meeting of Stockholders. The meeting is now called to order. I am Pat Russo, chairman of Hewlett-Packard Enterprise. I am joined by Meg Whitman, our president and chief executive officer, who also serves with me as a director of our board, as well as John Schultz, our general counsel and secretary, and Andy Seminick, our vice president of investor relations. The Company's other executive officers, as well as my fellow board members, are also participating in the meeting online and are available to answer questions, as appropriate. We're very pleased that today's meeting is a virtual meeting and is being conducted through a live webcast, just as we did last year. We continue to believe there are clear benefits to the virtual meeting format. Most importantly, this format opens up participation to our stockholders across the world at no cost. Any stockholder can login and participate in this meeting regardless of his or her physical location. This format affords the opportunity for greatly increased engagement with our stockholders and is really the right choice for a company such as HPE with a global footprint. Not only can you view the meeting, you can also submit questions and vote your shares online prior to the closing of the polls. I'd like to highlight that similar to the way you are joining today, other HPE executive officers and representatives from our registered public accounting firm, Ernst & Young, are also attending through the webcast. They are available to answer your questions during the Q&A portion. I am happy to say that we've received quite a number of questions that were submitted online prior to today's meeting, and we welcome your additional questions. On your screen is a textbox where you can submit your questions now and throughout the meeting until the end of the Q&A session. For those questions that we are unable to address during today's session, stay tuned; your questions are Page 2 important to us and we're planning to post the questions and the responses after the meeting on our Investor Relations website. Before I hand it over to John, I want to share just a few reflections of our many formidable accomplishments throughout our first year of business as an independent company. We have successfully executed on our historic separation from our former parent company, Hewlett-Packard, Inc., and we've continued to thoughtfully and responsibly refine our focus with the spinoff and merger transactions of our Enterprise Services business segment and our software business. These transactions remain on track and we're very pleased with our progress there. At the same time, we remain focused on positioning HPE for long-term success by investing in key areas of the portfolio through organic development, powerful new additions to our partnership ecosystem, and disciplined ROI-based acquisitions, such as SimpliVity and Nimble. You'll hear more from Meg on each of these areas. Our metrics continue to show that we're achieving the goals we set for ourselves and that our strategy of focused, targeted growth is paying off. The board has continued to guide the Company's management through this transition and we're excited to see the results of everyone's hard work as we continue to accelerate next. Thank you again for joining us and for your ongoing support as a stockholder of Hewlett- Packard Enterprise. And now, a few announcements regarding the meeting from John Schultz. John? John Schultz: Thanks, Pat. Today's meeting may include forward-looking statements that are based on certain assumptions and are subject to a number of risks and uncertainties, including those described in our Form 10-K for fiscal 2016. The information presented at this meeting may include references to amounts that are expressed on a non-GAAP basis. A reconciliation of such non-GAAP amounts to GAAP and other information relating to these non-GAAP measures is available on our investor relations website. We are conducting this meeting in accordance with Hewlett-Packard Enterprises' bylaws and meeting rules. In today's agenda we have allocated one hour of time for this meeting, including a Q&A session. HPE's agents have certified that notice of the meeting was provided starting on February 6, 2017, to all stockholders of record as of the record date for the meeting, and copies of those certifications are in the possession of the secretary. I therefore declare that legal notice of the meeting has been duly given. The Company has appointed Kristina Veaco of the Veaco Group to serve as our inspector of election for this meeting. She is participating online at the meeting today and, as required by law, has taken and signed an oath as inspector of election. This document will be filed with the minutes of this meeting. We will conduct a question-and-answer session later in the meeting prior to the official closing of the polls. You should be able to see that on your screen on the virtual meeting portal there is a textbox where you may submit questions. You may submit questions at any time prior to the end of the Q&A session. We will answer questions that we received in the pre-meeting voting portal in advance of today's meeting, as well as questions we receive during the course of the meeting. In the interest of time, we will be addressing unanswered questions on our investor relations website after the meeting. The inspector of election has informed us that a majority of the outstanding shares held of record and entitled to vote as of the close of business on January 23, 2017, the record date for this meeting, are represented at the meeting. We therefore declare that there is a quorum present and that we may proceed with the business of the meeting. Please remember that you may vote your shares online anytime during this meeting prior to the closing of the polls. Page 3 I will now describe the four proposals to be voted on at this meeting. In accordance with HPE's bylaws, these are the only proposals to be voted upon at this meeting. The first item of business is to vote on a slate of 14 nominees to the board of directors. The 14 persons who have been nominated to serve on the board of directors and who will be voted upon today are: Dan Ammann, Marc Andreessen, Mike Angelakis, Leslie Brun, Pamela Carter, Klaus Kleinfeld, Ray Lane, Ann Livermore, Raymond Ozzie, Gary Reiner, Pat Russo, Lip-Bu Tan, Meg Whitman, and Mary Agnes Wilderotter. The biographies of the 14 directors are available in your proxy statements, if you'd like to review them in detail. The second item of business is the ratification of the appointment of Ernst & Young LLP has HPE's independent registered public accounting firm for fiscal 2017. At this time, I'd like to acknowledge John Cassidy, Mark Fernandes and Beth Carr, representatives of Ernst & Young, who are attending today's meeting online. The third item of business is an advisory vote on HPE's executive compensation. And the fourth item of business is a vote to approve the 162(m) related provisions of the Company's 2015 stock incentive plan. A description of both of these items is in your proxy statements, so I won't review them in detail here. Now that you've heard about the four items of business that you've been asked to vote on, we will proceed to voting on the items that I've described. It is now 9:09 a.m., and the polls are open for voting on each of the items of business. Here are your voting instructions: If you've previously voted by proxy and do not wish to change your vote, your vote will be cast as you previously instructed and no further action is needed. If you are a record- holder and wish to change your vote, or if you have not yet voted by either our electronic voting system or by sending in a proxy card, you may cast your vote via electronic ballot at proxyvote.com for beneficial owners, and proxyvote.com\hpe for registered stockholders at this or any time until the closing of the polls. You will notice a link to the voting site on the right-hand side of your screen. Access to proxyvote.com and proxyvote.com\hpe requires the control number you received prior to this meeting. If you do not indicate the number of shares you intend to vote on your electronic ballot, your electronic ballot will automatically represent all shares that you are entitled to vote at this meeting.