HPQHP Inc.
Deals with insiders in the proxy filed 2026-02-25
Deals between HPQ 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 2025-02-24.
Related-person transactions policy“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;”
Read it in the proxy ↗
Related-person transactions policy“contributions to a charity in an amount that does not exceed the greater of $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 non-employee Director;”
Read it in the proxy ↗
Fiscal 2025 related-person transactions“We enter into commercial transactions in the ordinary course of our business with organizations for which our executive officers or non-employee Directors, or one of their respective immediate family members, serve as non-employee Directors and/or employees, as well as with entities affiliated with beneficial owners of more than 5% of HP’s stock. Except as disclosed below, we do not believe that any of our executive officers, Directors, or 5% beneficial owners (or any of their respective immediate family members) had a direct or indirect material interest in such commercial transactions. In fiscal 2025, HP entered into an arms’-length transaction with Greenwave Holdings Inc. (“Greenwave”), an entity in which our director, Richard L. Clemmer, holds a 30% equity interest, to adopt certain Greenwave technology for use in HP products and services over a five-year period (subject to extension). The amount involved in the transaction was approximately $2.15 million in fiscal 2025.”
Read it in the proxy ↗
New wording of the review policy 5 paragraphs without an amount or a name
Related-person transactions policy“A summary of any new transactions pre-approved by the Chair is provided to the full NGSR Committee for its review at each of the NGSR Committee’s regularly scheduled meetings.”
Read it in the proxy ↗
Related-person transactions policy“The NGSR Committee has adopted standing pre-approvals under the policy for limited transactions with related-persons. Pre-approved transactions include:”
Read it in the proxy ↗
Related-person transactions policy“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;”
Read it in the proxy ↗
▪ transactions where all stockholders receive proportional benefits; and“transactions with another publicly traded company where the related person’s interest arises solely from beneficial ownership of more than 5% of HP’s common stock and ownership of a non-controlling interest in the other publicly traded company.”
Read it in the proxy ↗
▪ transactions where all stockholders receive proportional benefits; and“A summary of new transactions covered by the standing pre-approvals relating to other companies (as described above) is provided to the NGSR Committee for its review in connection with that committee’s regularly scheduled meetings.”
Read it in the proxy ↗
The whole section
14 paragraphs quoted as filed
Related-person transactions policy“We have adopted a written policy for approval of transactions between us and our non-employee Directors, Director nominees, executive officers, beneficial owners of more than 5% of HP’s stock, and their respective immediate family members where (i) the amount involved in the transaction exceeds or is expected to exceed $120,000 in a single calendar year and (ii) such related person has, or will have, a direct or indirect material interest in such transaction.”
Read it in the proxy ↗
Related-person transactions policy“The policy provides that the NGSR Committee reviews transactions subject to the policy and decides whether to approve those transactions, subject to the standing pre-approvals discussed below. In doing so, the NGSR Committee determines whether the transaction is not inconsistent with the interests of HP and its stockholders. In making that determination, the NGSR Committee considers, among other factors it deems appropriate:”
Read it in the proxy ↗
Related-person transactions policy“whether the transaction is on terms generally available to an unaffiliated third party under the same or similar circumstances;”
Read it in the proxy ↗
Related-person transactions policy“the impact or potential impact on a Director’s independence in the event the related-person 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;”
Read it in the proxy ↗
Related-person transactions policy“the availability of other sources for products or services comparable to those contemplated by the transaction; and ▪ the terms of the transaction.”
Read it in the proxy ↗
Related-person transactions policy“The NGSR Committee has delegated authority to the Chair of the NGSR Committee to pre-approve transactions where the aggregate amount involved is expected to be less than $1 million.”
Read it in the proxy ↗
Related-person transactions policy“A summary of any new transactions pre-approved by the Chair is provided to the full NGSR Committee for its review at each of the NGSR Committee’s regularly scheduled meetings.”
Read it in the proxy ↗
Related-person transactions policy“The NGSR Committee has adopted standing pre-approvals under the policy for limited transactions with related-persons. Pre-approved transactions include:”
Read it in the proxy ↗
Related-person transactions policy“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;”
Read it in the proxy ↗
Related-person transactions policy“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;”
Read it in the proxy ↗
Related-person transactions policy“contributions to a charity in an amount that does not exceed the greater of $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 non-employee Director;”
Read it in the proxy ↗
▪ transactions where all stockholders receive proportional benefits; and“transactions with another publicly traded company where the related person’s interest arises solely from beneficial ownership of more than 5% of HP’s common stock and ownership of a non-controlling interest in the other publicly traded company.”
Read it in the proxy ↗
▪ transactions where all stockholders receive proportional benefits; and“A summary of new transactions covered by the standing pre-approvals relating to other companies (as described above) is provided to the NGSR Committee for its review in connection with that committee’s regularly scheduled meetings.”
Read it in the proxy ↗
Fiscal 2025 related-person transactions“We enter into commercial transactions in the ordinary course of our business with organizations for which our executive officers or non-employee Directors, or one of their respective immediate family members, serve as non-employee Directors and/or employees, as well as with entities affiliated with beneficial owners of more than 5% of HP’s stock. Except as disclosed below, we do not believe that any of our executive officers, Directors, or 5% beneficial owners (or any of their respective immediate family members) had a direct or indirect material interest in such commercial transactions. In fiscal 2025, HP entered into an arms’-length transaction with Greenwave Holdings Inc. (“Greenwave”), an entity in which our director, Richard L. Clemmer, holds a 30% equity interest, to adopt certain Greenwave technology for use in HP products and services over a five-year period (subject to extension). The amount involved in the transaction was approximately $2.15 million in fiscal 2025.”
Read it in the proxy ↗
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 ↗