HP 2015 Annual Report Download - page 175

Table of Contents
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
Capital, and that Cisco owes significant amounts to HP. Pursuant to the separation and distribution agreement, Hewlett Packard Enterprise has been assigned
responsibility for this litigation.
 As described below, HP is involved in various stockholder litigation matters commenced against certain current and former HP
executive officers and/or certain current and former members of HP's Board of Directors in which the plaintiffs are seeking to recover damages related to HP's
allegedly inflated stock price, certain compensation paid by HP to the defendants, other damages and/or injunctive relief:
• is a lawsuit filed on March 7, 2011 in the United States District Court for the Northern
District of California alleging, among other things, that the defendants breached their fiduciary duties and wasted corporate assets in
connection with HP's alleged violations of the Foreign Corrupt Practices Act of 1977 ("FCPA"), HP's severance payments made to Mark Hurd
(a former Chairman of HP's Board of Directors and HP's Chief Executive Officer), and HP's acquisition of 3PAR Inc. The lawsuit also alleges
violations of Section 14(a) of the Securities Exchange Act of 1934 (the "Exchange Act") in connection with HP's 2010 and 2011 proxy
statements. On February 8, 2012, the defendants filed a motion to dismiss the lawsuit. On October 10, 2012, the court granted the defendants'
motion to dismiss with leave to file an amended complaint. On November 1, 2012, the plaintiff filed an amended complaint adding an unjust
enrichment claim and claims that the defendants violated Section 14(a) of the Exchange Act and breached their fiduciary duties in connection
with HP's 2012 proxy statement. On December 13, 14 and 17, 2012, the defendants moved to dismiss the amended complaint. On
December 28, 2012, the plaintiff moved for leave to file a third amended complaint. On May 6, 2013, the court denied the motion for leave to
amend, granted the motions to dismiss with prejudice and entered judgment in the defendants' favor. On May 31, 2013, the plaintiff filed an
appeal with the United States Court of Appeals for the Ninth Circuit. On October 26, 2015, the United States Court of Appeals for the Ninth
Circuit affirmed the dismissal of the action.
• is a lawsuit filed on February 10, 2014 in the United States District Court for the
Northern District of California alleging, among other things, that the defendants used their control over HP and its corporate suffrage process
in effectuating, directly participating in and/or aiding and abetting violations of Section 14(a) of the Exchange Act and Rule 14a-9
promulgated thereunder, and violations of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder. The
complaint asserts claims for breach of fiduciary duty, waste of corporate assets, unjust enrichment, and breach of the duty of candor. The claims
arise out of the circumstances at HP relating to its 2013 and 2014 proxy statements, the departure of Mr. Hurd as Chairman of HP's Board of
Directors and HP's Chief Executive Officer, alleged violations of the FCPA, and HP's acquisition of 3PAR Inc. and Autonomy Corporation plc
("Autonomy"). On February 25, 2014, the court issued an order granting HP's administrative motion to relate  to . On
April 8, 2014, the court granted the parties' stipulation to stay the action pending resolution of  by the United States Court of
Appeals for the Ninth Circuit.
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Source: HP INC, 10-K, December 16, 2015 Powered by Morningstar® Document Research℠
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