HP INC — Proxy Solicitation & Information Statement 2002

Mar 11, 2002

DFAN14A 1 f79585c7dfan14a.htm FORM DFAN14A Walter B. Hewlett Definitive Schedule 14A PAGEBREAK

SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant [ ]

Filed by a Party other than the Registrant [X]

Check the appropriate box:

[ ]	Preliminary Proxy Statement
[ ]	Definitive Proxy Statement
[ ]	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[X]	Definitive Additional Materials
[ ]	Soliciting Material Pursuant to Rule 14a-12

HEWLETT-PACKARD COMPANY

(Name of Registrant as Specified In Its Charter)

WALTER B. HEWLETT, EDWIN E. VAN BRONKHORST AND THE WILLIAM R. HEWLETT REVOCABLE TRUST

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X]	Fee not required.
[ ]	Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:
[ ]	Fee
paid previously with preliminary materials:
[ ]	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the
filing for which the offsetting fee was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:

PAGEBREAK

VIA FACSIMILE AND MAIL March 10, 2002 Larry W. Sonsini Wilson Sonsini Goodrich & Rosati 650 Page Mill Road Palo Alto, Ca 94304 ATTORNEYS AT LAW Five Palo Alto Square 3000 El Camino Real Palo Alto, CA 94306-2155 Main 650 843-5000 Fax 650 849-7400 www.cooley.com STEPHEN C. NEAL 650 843-5182 nealsc@cooley.com Broomfield, CO 720 566-4000 Kirkland, WA 425 893-7700 Menlo Park, CA 650 843-5100 Reston, VA 703 456-8000 San Diego, CA 858 550-6000 San Francisco, CA 415 693-2000

Re: Executive Compensation

Dear Larry:

It is beyond dispute that on September 20, 2001, the compensation committee of HP’s board of directors approved a compensation package for Carly Fiorina that included a base salary of $1.6 million, an annual bonus targeted at $4.8 million and a new option grant of 6 million shares. You and every other spokesperson for the company affirmatively denied and failed to disclose that fact, and are misleading stockholders by doing so. As ISS itself observed, that is bad disclosure and bad governance.

It also is true that the Report Relating to Executive Compensation (the “Report”), recently filed by Mr. Hewlett, includes language from HP’s recent SEC filings relating to the determinations made in January 2002 regarding executive compensation. Therefore, contrary to your letter, the Report is completely accurate and not misleading.

Yours very truly,

/s/ Stephen C. Neal

Stephen C. Neal

cc: Walter B. Hewlett

Additional Information

On February 5, 2002, Walter B. Hewlett, Edwin E. van Bronkhorst and the William R. Hewlett Revocable Trust (collectively, the “Filing Persons”) filed a definitive proxy statement with the Securities and Exchange Commission relating to their opposition to the proposed merger involving Hewlett-Packard Company and Compaq Computer Corporation. The Filing Persons urge stockholders to read their definitive proxy statement because it contains important information. You may obtain a free copy of the Filing Persons’ definitive proxy statement and other documents relating to the Filing Persons’ solicitation on the Securities and Exchange Commission’s website at www.sec.gov, on the Filing Persons’ website at

PAGEBREAK

March 10, 2002 Larry W. Sonsini Page Two

www.votenohpcompaq.com or by contacting MacKenzie Partners at 1-800-322-2885 or 1-212-929-5500, or by sending an email to proxy@mackenziepartners.com.