HP INC

This proposal requests that HP’s Board adopt a binding policy and amend governance documents so the Chair of the Board must be an independent director and the roles of Chair and CEO must be held by different people. The proposal allows the Board to appoint a non-independent interim Chair while it seeks an independent Chair on an accelerated basis and suggests phased implementation tied to CEO contract renewal or transition. The proponent argues an independent Chair would strengthen oversight, reduce conflicts, and improve accountability and transparency, and cites recent company performance and operational issues as context for the request. The proposal specifically precludes relying on a Lead Director as a substitute for an independent Chair.