HP INC — Proxy Solicitation & Information Statement 2007

Feb 27, 2007

PX14A6G 1 t13153_px14a6g.htm NOTICE OF EXEMPT SOLICITATION Notice of Exempt Solicitation Licensed to: Tristate Financial Document Created using EDGARizer HTML 3.0.4.0 Copyright 2006 EDGARfilings, Ltd., an IEC company. All rights reserved EDGARfilings.com

PAGEBREAK

●
California
State Teachers’

| | Retirement
System |
| --- | --- |
| | 7667
Folsom Boulevard |
| | Post
Office Box 15275 |
| Board
Members | Sacramento,
CA 95851-0275 |
| Chair | |
| Carolyn
Widener | 916.229.3706
Tel |
| | www.calstrs.com |
| Vice
Chair | |
| Dana
Dillon | |

Kathleen Brugger Jerilyn Harris Roger Kozberg Gary Lynes Peter Reinke Elizabeth Rogers Ex Officio Members State Controller John Chiang Director of Finance Michael Genest Dear Fellow Hewlett-Packard Company Shareholder: REGARDING: Proposal Number 3 on the ballot at the annual meeting to be held on March 14, 2007 As one of the largest public employee pension funds in the nation, and as a significant owner of the Hewlett-Packard Company (HP), the California State Teachers’ Retirement System (CalSTRS) has serious concerns regarding the director nomination process that is in place at HP. CalSTRS is sending this letter in support of the shareholder proposal resolution submitted by the AFSCME Employee Pension Plan, the New York State Common Retirement Fund, the Connecticut Retirement Plans and Trust Funds and the North Carolina Equity Investment Pooled Trust and labeled as Proposal Number 3 on the Company’s most recent proxy statement. CalSTRS believes that this proposal will improve director and management accountability at HP because:

| State
Treasurer Bill
Lockyer | · | This
shareholder proposal, if approved by you, would amend the HP Bylaws
to
require the inclusion of the name of any shareholder nominated
candidate
for the HP Board of Directors in the Company’s proxy
materials. |
| --- | --- | --- |
| | · | The
effect of this Bylaw change would be to allow shareholders to vote
on such
nominees on HP’s proxy ballot. CalSTRS believes that the continued absence
of a legally structured process for access to the Company’s proxy
materials allows for the repeat of recent unacceptable and risky
events at
HP, such as the pretexting scandal. |
| Superintendent
of Public
Instruction Jack
O’Connell | · | Episodes
like this place shareholder value at risk. Shareholders require
meaningful
participation in the election of their fiduciaries in order to
ensure
accountability from Board Members and Senior Management. Boards
of
Directors are the only fiduciaries that shareholders have in the
governance structure of the Company: We believe that the independent
director fiduciary protection should be reinforced by the right
of access
to the nomination of independent directors. A process that included
shareholders on the front-end of the nomination process would enhance
the
fiduciary duty of independent directors at the
Company. |

Proposal Number 3 is a thoughtful resolution:

· A shareholder nominator must have beneficially owned 3 % or more of HP’s common stock continuously for a minimum of two years. This ensures that only long-term holders will be allowed to use this process.

Proposal Number 3

Page Two

· The shareholder nominator must provide written notice to the Company’s Corporate Secretary within the time specified in the HP Bylaws. This ensures that the process will be explicit and well-managed.

Proposal Number 3 is respectful of shareholder capital:

· Under the current governance process at HP, only management and their selected nominees are allowed to participate in the nomination process, despite the fact that shareholder capital is what pays for the process. The current group of executive officers and directors of the Company includes 20 people, yet this group does not own enough holdings in HP to amount to one percent (1 %).

· This proposal would only allow shareholders that have held three percent (3 %) or more of HP’s common shares to participate. In dollar terms, this amount of ownership would have a market value of $3.49 billion and represent 81,624,240 shares in the Company.

Shareholder capital deserves meaningful governance participation and representation. Please vote in favor of Proposal Number 3 at the March 14, 2007 annual meeting.

As one of the largest shareholders of Hewlett-Packard with over $500 million in market value, CalSTRS urges you to vote FOR Proposal 3.

Please refer to the proxy statement for more information. If you have any questions, or need assistance in voting your shares, please call The Altman Group, Inc. toll free at (800) 314-9816 or at (201) 460-1200 as they are assisting us with this effort.

Sincerely,

Jack Ehnes

Chief Executive Officer

PLEASE NOTE: The cost of this solicitation is being borne by CalSTRS and by CalPERS and is being done through the use of one or more of the following forms of communication: mail, e-mail, and/or telephone communication. CalSTRS and CalPERS are not asking for your proxy card. Please do not send us your proxy card but return it to the proxy voting agent in the envelope that was provided to you.