Hewlett Packard Enterprise Company filed SEC Form 8-K: Entry into a Material Definitive Agreement, Results of Operations and Financial Condition, Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits
$HPE
Retail: Computer Software & Peripheral Equipment
Technology
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 | |||||||||||
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| CURRENT REPORT | |||||||||||
| PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||||||||
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| Item 1.01 | Entry into a Material Definitive Agreement. | ||||
On May 29, 2026, the Company and Elliott agreed to amend paragraph 1(c) of the Cooperation Agreement such that the size of the board of directors of the Company (the "Board") immediately following the closing of the 2026 Annual Meeting will not exceed 14 directors until the 2027 Annual Meeting (the "Amended Cooperation Agreement").
The foregoing description of the Amended Cooperation Agreement does not purport to be complete and is qualified in its entirety by reference to the actual terms of the Amended Cooperation Agreement, as applicable, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the period ended July 31, 2026.
| Item 2.02 | Results of Operations and Financial Condition. | ||||
The information contained in this Item 2.02 and in the accompanying Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), except as shall be expressly set forth by specific reference in such filing. | |||||
On June 1, 2026, Hewlett Packard Enterprise Company (“HPE” or “Hewlett Packard Enterprise”) issued a press release relating to its results of operations for its fiscal quarter ended April 30, 2026. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | ||||
Pursuant to the terms of the previously disclosed Cooperation Agreement, the Board has appointed Christopher P. Hsu to serve as a member of the Board, the Strategy Committee of the Board and the Finance and Investment Committee of the Board, effective immediately. A copy of the press release announcing the appointment of Mr. Hsu is attached hereto as Exhibit 99.2.
In consideration of his service during the remainder of the current Board year, Mr. Hsu will receive pro-rata portions of the annual equity and cash retainers that are provided under the Company’s non-employee director compensation arrangements generally applicable to all non-employee directors (the “Director Compensation Program”). Thereafter, Mr. Hsu will participate in full in the Director Compensation Program.
Mr. Hsu does not have any family relationships with any executive officer or director of the Company or its affiliates. Mr. Hsu is not party to any transaction requiring disclosure under Item 404(a) of Regulation S-K. Additionally, there are no arrangements or understandings between Mr. Hsu and any other person pursuant to which he was appointed as a director, other than the Cooperation Agreement.
| Item 7.01 | Regulation FD Disclosure. | ||||
The information contained in this Item 7.01, including Exhibit 99.2, shall not be deemed filed for purposes of Section 18 of the Exchange Act, or incorporated by reference in any filing under the Exchange Act or the Securities Act, except as shall be expressly set forth by specific reference in such filing. | |||||
Technologies Co., Limited, held by certain HPE subsidiaries, to Unisplendour International Technology Limited, incorporated in the Hong Kong Special Administrative Region of the People's Republic of China (“UNIS”) for approximately USD $370.4 million, pursuant to the Share Purchase Agreement entered into on November 28, 2025, as previously disclosed on the Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 1, 2025.
On June 1, 2026, the Company issued a press release regarding the matters described in Item 5.02. A copy of the press release is furnished as Exhibit 99.2 and incorporated herein by reference.
HPE is also announcing a quarterly dividend of $0.1425 common per share, the second in Hewlett Packard Enterprise's fiscal year 2026, payable on or about July 15, 2026, to stockholders of record as of the close of business on June 16, 2026. Each quarterly dividend must be declared by the Board of Directors out of legally available sources prior to payment.
| Forward-looking statements. | ||
This Form 8-K and the press release contain forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements involve risks, uncertainties, and assumptions. If the risks or uncertainties ever materialize or the assumptions prove incorrect, the results of Hewlett Packard Enterprise Company and its consolidated subsidiaries (“Hewlett Packard Enterprise”) may differ materially from those expressed or implied by such forward-looking statements and assumptions. The words “believe”, “expect”, “anticipate”, “guide”, “optimistic”, “intend”, “aim”, “will”, “estimates”, “may”, "likely", “could”, “should” and similar expressions are intended to identify such forward-looking statements. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including but not limited to any statements, any statements regarding the ongoing integration of Juniper Networks, Inc., and any projections, estimates, or expectations of savings or synergy realizations in connection therewith; any projections, estimations, or expectations of addressable markets and their sizes, revenue (including annualized revenue run-rate), margins, expenses (including stock-based compensation expenses), investments, effective tax rates, interest rates, the impact of tax law changes and related guidance and regulations, the impact of changes in trade policies and restrictions and the uncertainty created thereby, commodity costs, net earnings, net earnings per share, cash flows, liquidity and capital resources, inventory, goodwill, impairment charges, hedges and derivatives and related offsets, order backlog, benefit plan funding, deferred tax assets, share repurchases, currency exchange rates, repayments of debts including our asset-backed debt securities, or other financial items; recent amendments to accounting guidance and any potential impacts on our financial reporting therefrom; any projections or estimations of orders; any projections of the amount, timing, or impact of cost saving actions and anticipated benefits to be realized if any; any statements of the plans, strategies, and objectives of management for future operations, as well as the execution and consummation of corporate transactions or contemplated acquisitions and dispositions (including but not limited to the disposition of shares of H3C Technologies Co., Limited (“H3C”) and the use of proceeds therefrom), research and development expenditures, and any resulting benefits, cost savings, charges, or revenue or profitability improvements; any statements concerning the expected development, performance, market share, or competitive performance relating to products or services; any statements concerning technological and market trends, the pace of technological innovation, and adoption of new technologies, including quantum- and artificial intelligence-related developments and any impacts of such developments on products and services offered by Hewlett Packard Enterprise; any statements regarding current or future macroeconomic trends or events and the impacts of those trends and events on Hewlett Packard Enterprise and our financial performance, including but not limited to supply chain dynamics (including but not limited to worldwide component availability), uncertain global trade policies and/or restrictions, and demand for our products and services, and our actions to mitigate such impacts to our business; the scope and duration of geopolitical tensions, including but not limited to the ongoing conflict between Russia and Ukraine, instability and conflicts in the Middle East, and the relationship between China and the U.S., and our actions in response thereto, and their impacts on our business, operations, liquidity and capital resources, employees, customers, partners, supply chain, financial results, and the world economy; any statements regarding future regulatory trends and the resulting legal and reputational exposure, including but not limited to those relating to environmental, social, governance, cybersecurity, data privacy, and artificial intelligence issues, among others; any statements regarding pending litigation, investigations, claims, or disputes, including but not limited to the legal proceedings relating to the acquisition of Juniper Networks; any statements of expectation or belief, including those relating to future guidance and the financial performance of Hewlett Packard Enterprise; and any statements of assumptions underlying any of the foregoing.
Risks, uncertainties, and assumptions include the need to address the many challenges facing Hewlett Packard Enterprise’s businesses; the competitive pressures faced by Hewlett Packard Enterprise’s businesses; risks associated with executing Hewlett Packard Enterprise’s strategy; the impact of macroeconomic and geopolitical trends and events, including but no limited to those mentioned above; the need to effectively manage third-party suppliers and distribute Hewlett Packard Enterprise's products and services; the protection of Hewlett Packard Enterprise's intellectual property assets, including intellectual property licensed from third parties and intellectual property shared with its former parent; risks associated with Hewlett Packard Enterprise's international operations (including from geopolitical events and macroeconomic uncertainties); the development of and transition to new products and services and the enhancement of existing products and services to meet customer needs and respond to emerging technological trends; the execution of Hewlett Packard Enterprise’s ongoing transformation and mix shift of its portfolio of offerings; the execution and performance of contracts by Hewlett Packard Enterprise and its suppliers, customers, clients, and partners, including any impact thereon resulting from macroeconomic or geopolitical events, including inflation and rising commodity costs; the prospect of a shutdown of the U.S. federal government; the hiring and retention of key employees; the execution, integration, consummation, and other risks associated with business combination, disposition, and investment transactions, including but not limited to the risks associated with the disposition of H3C shares and the receipt of proceeds therefrom and successful integration of Juniper Networks, Inc., including our ability to integrate and implement our plans and forecasts and realize our anticipated financial and operational benefits with respect to the consolidated business; the execution, timing, and results of any cost reduction actions, including estimates and assumptions related to the costs and anticipated benefits of implementing such actions; the impact of changes to privacy, cybersecurity, environmental, global trade, and other governmental regulations; changes in our product, lease, intellectual property, or real estate portfolio; the payment or non-payment of a dividend for any period; the efficacy of using non-GAAP, rather than GAAP, financial measures in business projections and planning; the judgments required in connection with determining certain financial metrics; utility of segment realignments; allowances for recovery of receivables and warranty obligations; provisions for, and resolution of, pending litigation, investigations, claims, and disputes; the impacts of legal and regulatory changes and related guidance; and other risks that are described in Hewlett Packard Enterprise’s Annual Report on Form 10-K for the fiscal year ended October 31, 2025, subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and in other filings made by Hewlett Packard Enterprise from time to time with the Securities and Exchange Commission. Hewlett Packard Enterprise assumes no obligation and does not intend to update these forward-looking statements, except as required by applicable law.
| Item 9.01 | Financial Statements and Exhibits. | ||||
(d) Exhibits. | |||||
| Exhibit Number | Description | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||||
| SIGNATURE | ||||||||||||||
| Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized. | ||||||||||||||
| HEWLETT PACKARD ENTERPRISE COMPANY | ||||||||||||||
DATE: June 1, 2026 | By: | /s/ David Antczak | ||||||||||||
| Name: | David Antczak | |||||||||||||
| Title: | Senior Vice President, General Counsel and Corporate Secretary | |||||||||||||