HEWLETT PACKARD ENTERPRISE (HPE)
Sector: Information Technology
2026 Annual Meeting Analysis
HEWLETT PACKARD ENTERPRISE · Meeting: April 1, 2026
Directors FOR
12
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Joined the board in July 2025 (less than 24 months ago), so the TSR performance trigger does not apply; brings strong technology and software executive experience relevant to HPE's strategy and holds only one other public board seat.
Director since 2015 with strong tenure overlap; HPE's 3-year TSR of +55.4% outperforms the peer median of +47.2% by +8.2pp, well below the 50pp trigger threshold required for a strong-positive TSR company, so no TSR concern applies; holds no other public board seats and brings relevant legal, operations, and governance experience.
Director since 2023; tenure overlap with any underperformance period is limited; TSR trigger does not fire given HPE's +8.2pp outperformance of peer median; holds three other public board seats (Humana, Zoetis, Viatris), which is within the four-board limit; brings deep CFO and financial expertise.
Director since 2022; HPE's 3-year TSR outperforms the peer median so no TSR trigger fires; holds one other public board seat (Siemens AG); brings unique technology innovation and cybersecurity expertise through her DARPA and Big Tech background.
Director since 2019; TSR trigger does not apply given HPE's positive peer outperformance over three years; holds two other public board seats (Integer Holdings, Texas Instruments), within limits; serves as Audit Committee chair and is a designated financial expert with deep PwC audit background.
Director since 2015 with full tenure overlap; HPE's 3-year TSR of +55.4% outperforms the peer median by +8.2pp, which is well below the 50pp threshold needed to trigger a No vote for a company with strong positive TSR; holds only one other public board seat (Beyond Meat) and brings extensive technology industry and venture capital experience.
Director since 2015; TSR trigger does not fire given positive peer outperformance; holds two other public board seats (Qualcomm, Samsara), within limits; brings deep HPE enterprise business operational experience and semiconductor industry knowledge.
Director since 2023; limited tenure overlap reduces accountability for any prior period; TSR trigger does not apply; holds three other public board seats (Astera Labs, Box, LAM Research), within the four-board limit; brings relevant IT, energy, and semiconductor experience.
Director since 2020; TSR trigger does not apply given HPE's peer outperformance; holds one other public board seat (Booking Holdings); brings strong financial expertise as former CFO of multiple large corporations and chairs the Finance and Investment Committee.
Director since 2015; HPE's 3-year TSR of +55.4% outperforms the peer median by +8.2pp, well below the 50pp trigger threshold; holds one other public board seat (Citigroup); brings technology and strategy expertise from GE and General Atlantic.
Director since 2015 and serves as independent Board Chair; TSR trigger does not apply given positive peer outperformance; holds three other public board seats (General Motors, KKR, Merck), within the four-board limit; brings extensive telecommunications and technology leadership experience.
President and CEO serving as employee director since 2018; subject to the same TSR trigger as other directors, but HPE's 3-year TSR of +55.4% outperforms the peer median by +8.2pp, well below the 50pp threshold for a strong-positive TSR company, so no TSR concern applies; holds one outside board seat (Elevance Health), within the policy limit for a sitting CEO.
All 12 director nominees pass the key policy screens. HPE's 3-year total shareholder return of +55.4% outperforms the company-disclosed compensation peer group median of +47.2% by approximately 8 percentage points, which is well below the 50-percentage-point underperformance threshold required to trigger a No vote for a company with strong positive absolute returns. No director is overboarded, attendance across the full board averaged 98%, no non-independent directors serve on audit or compensation committees, there are no familial relationships with management, and the board discloses a full skills matrix. A FOR vote is recommended for all 12 nominees.
Say on Pay
✓ FORCEO
Antonio F. Neri
Total Comp
$23,482,721
Prior Support
N/A
CEO Antonio Neri's total reported compensation of approximately $23.5 million is within a reasonable range for the CEO of a large-cap technology company with a market capitalization of approximately $28.8 billion and over $35 billion in annual revenues. HPE's 3-year stock price return of +55.4% outperforms the company's own disclosed peer group median of +47.2%, meaning the pay-for-performance alignment check is satisfied — incentive pay above benchmark is justified when the stock has outperformed peers. The proxy describes a compensation structure that is heavily weighted toward variable and performance-based pay, including performance stock awards tied to multi-year metrics, which is consistent with the policy requirement that at least 50-60% of senior executive pay be performance-linked. No prior-year Say on Pay result below 70% is identified in the filing, and HPE maintains a clawback policy as required under post-Dodd-Frank rules.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
Ernst & Young is a Big 4 firm fully appropriate for a company of HPE's size and complexity. The proxy filing text provided does not include a readable fee table with specific dollar amounts for audit and non-audit fees, so the non-audit fee ratio trigger cannot be calculated; per policy, a No vote on fee grounds requires confirmed data and cannot be assumed. Auditor tenure is also not disclosed in the provided filing excerpts; per policy, the tenure trigger requires confirmed data and absence of disclosure defaults to a FOR vote. No material financial restatements are identified in the filing. Absent any confirmed trigger, the default FOR recommendation applies.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 5
Report on Discrimination in Charitable Support
The proposal asks HPE to investigate and report on its charitable activities through the lens of alleged discrimination in charitable support, a framing that is characteristic of conservative ideological advocacy groups that seek to pressure companies to redirect or reduce charitable giving toward causes disfavored by those groups. A neutral fiduciary investor would not submit this proposal in this form — it is designed to serve a political agenda rather than to generate genuinely material shareholder information. Under the voting policy, proposals from ideological filers — whether conservative or progressive — are voted Against regardless of surface framing because they serve advocacy goals rather than shareholder interests. The board's own recommendation is Against, and no prior-year vote history is available to suggest otherwise.
Overall Assessment
HPE's 2026 annual meeting ballot is generally clean from a governance perspective: the full director slate passes all key policy screens on the strength of positive peer-relative stock performance and no overboarding or attendance issues, the auditor ratification defaults to a For vote in the absence of confirmed fee ratio or tenure data that would trigger concern, and the Say on Pay vote is supported given CEO pay that appears reasonable for the company's size and a stock performance record that outpaces the disclosed peer group over three years. The one contested item is the stockholder proposal on charitable giving, which is recommended Against as a proposal consistent with conservative ideological advocacy rather than genuine shareholder-value analysis.
Compensation Peer Group
19 companies disclosed in 2026 proxy filing