HPEHewlett Packard Enterprise
Deals with insiders in the proxy filed 2026-02-11
Deals between HPE and its directors, executives, owners of more than 5% or their families: a relative on the payroll, a plane the company charters from its CEO, a director's company that buys from it. SEC rules (Item 404) make the company list every such deal over $120,000 in its proxy statement.
New this year
Paragraphs about a deal, a person or a relative with nothing like them in the proxy filed 2025-02-12.
Nothing new: every deal in this year's section was reported last year too.
The whole section
12 paragraphs quoted as filed
Related persons transactions policies and procedures“We have adopted a written policy for approval of transactions between us and our directors, director nominees, executive officers, beneficial owners of more than five percent (5%) of HPE stock, and their respective immediate family members where the amount involved in the transaction exceeds or is expected to exceed $120,000 in a single 12-month period and such “related persons” have or will have a direct or indirect material interest (other than solely as a result of being a director or a less than ten percent (10%) beneficial owner of another entity).”
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Related persons transactions policies and procedures“The policy provides that the NG Committee reviews certain transactions subject to the policy and decides whether or not to approve or ratify those transactions. In doing so, the NG Committee determines whether the transaction is in the best interests of Hewlett Packard Enterprise. In making that determination, the NG Committee takes into account, among other factors it deems appropriate:”
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Related persons transactions policies and procedures“whether the transaction is on terms generally available to an unaffiliated third party under the same or similar circumstances;”
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Related persons transactions policies and procedures“the impact or potential impact on a director’s independence in the event the related party is a director, an immediate family member of a director, or an entity in which a director is a partner, 10% stockholder, or executive officer;”
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Related persons transactions policies and procedures“the availability of other sources for comparable products or services; and • the terms of the transaction.”
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Related persons transactions policies and procedures“The NG Committee has delegated authority to the chair of the NG Committee to pre-approve or ratify transactions where the aggregate amount involved is expected to be less than $1 million. A summary of any new transactions pre-approved by the chair is provided to the full NG Committee for its review at each of the NG Committee’s regularly scheduled meetings.”
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Related persons transactions policies and procedures“The NG Committee has adopted standing pre-approvals under the policy for limited transactions with related persons. Pre-approved transactions include:”
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Related persons transactions policies and procedures“1. compensation of executive officers that is excluded from reporting under SEC rules where the HRC Committee approved (or recommended that the Board approve) such compensation;”
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Related persons transactions policies and procedures“3. transactions with another company with a value that does not exceed the greater of $1 million or 2% of the other company’s annual revenues, where the related person has an interest only as an employee (other than executive officer), director, or beneficial holder of less than 10% of the other company’s shares;”
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Related persons transactions policies and procedures“4. contributions to a charity in an amount that does not exceed $1 million or 2% of the charity’s annual receipts, where the related person has an interest only as an employee (other than executive officer), or director; and 5. transactions where all stockholders receive proportional benefits.”
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Related persons transactions policies and procedures“A summary of transactions covered by the standing pre-approvals described in paragraphs 3 and 4 above is provided to the NG Committee for its review as applicable.”
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Fiscal 2025 related person transactions“We enter into commercial transactions with many entities for which our executive officers or directors serve as directors and/or executive officers in the ordinary course of our business. All of those transactions were pre-approved transactions as defined above or were approved or ratified by the NG Committee. Hewlett Packard Enterprise considers all pre-approved or ratified transactions to have been at arm’s-length and does not believe that any of our executive officers, directors, or 5% beneficial owners had a material direct or indirect interest in any of such commercial transactions.”
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Paragraphs are compared by their words, not read by AI: one counts as new when no paragraph last year shares half of its words, or when it names a person or company last year's section did not. A deal reported again with a new amount is not new. Always check the filing. Open the proxy ↗ · Last year's proxy ↗