HP INC — Proxy Solicitation & Information Statement 2003

Mar 21, 2003

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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

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HEWLETT-PACKARD COMPANY
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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The following letter was sent by Hewlett-Packard Company to certain institutional holders of HP common stock beginning on March 21, 2003.

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Hewlett-Packard Company 3000 Hanover Street Palo Alto, CA 94304 www.hp.com

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March 21, 2003

Re: Annual Meeting of Hewlett-Packard Company ("HP") Shareowners—April 2, 2003 Important Vote on Shareowner Proposals

Dear HP Shareowner:

Recently, we mailed to you proxy materials in connection with HP's upcoming annual meeting. Today, we are writing to ask for your support on several shareowner proposals that are of particular importance to our company: Proposal 4, Shareholder Vote on Poison Pills (rights plans); Proposal 7, Indexed Options Proposal; Proposal 8, Expensing Options Proposal; and Proposal 9, a shareowner proposal regarding severance agreements.

As you may be aware, the HP Board is composed of eleven directors, all but one of whom are independent. Your company and Board have a long-standing commitment to sound corporate governance practices for the benefit of HP's shareowners. However, we are opposing these shareowner proposals because we believe that they inappropriately limit the flexibility of the Board and could be disadvantageous from a competitive point of view, and therefore are not in the best interests of our shareowners. We also oppose these proposals for the reasons that follow.

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We appreciate your time and attention to these matters, which could significantly impact your company's competitive position. Thank you for your continued support.

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Carleton S. Fiorina Chairman and Chief Executive Officer Robert P. Wayman Executive Vice President and Chief Financial Officer

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