H-P Holders Approve Proposal Forcing Vote on Poison Pill

By PUI-WING TAM
Staff Reporter of THE WALL STREET JOURNAL

SAN FRANCISCO -- At the annual Hewlett-Packard Co. shareholder meeting in Atlanta on Wednesday, shareholders narrowly approved a shareholder proposal that the technology company not adopt or extend any "poison pill" measures without a shareowner vote.

The shareholder proposal, which was opposed by H-P management, was approved by a result of more than 1.1 billion shareholders votes in favor and 942 million against, according to a preliminary tally of ballots. Shareholder proposals are typically voted down in annual meetings.

Carly Fiorina, H-P's chief executive, had opposed the proposal. She noted that while H-P had no current plans to adopt a poison pill, it would like the ability to do so without a shareholder vote since that would allow H-P to move more quickly.

A poison pill is a financial measure that can be used to thwart potential bidders of a company.

Following the vote, an H-P spokesman said the H-P board "will duly consider the recommendation about future poison-pill adoption."

The vote on another shareowner proposal urging the H-P board to seek shareholder approval for certain types of future severance agreements for senior executives was "too close to call" at the end of the shareholder meeting. H-P said it would announce the results once they were available.

Meanwhile, H-P management's proposals at the meeting were all approved. Shareholders elected all 11 of the H-P director nominees, including Ms. Fiorina and former Compaq Computer Corp. directors Lawrence Babbio Jr., Sanford Litvack, Thomas Perkins and Lucille Salhany to one-year terms at the board. Shareholders also ratified H-P's appointment of Ernst & Young LLP as the company's independent auditor, and approved an executive performance-based compensation plan. (Write to Pui-Wing Tam at pui-wing.tam@wsj.com)

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