HPQ HP Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant  ☐                             Filed by a Party other than the Registrant  ☒

Check the appropriate box:

HP INC.

(Name of Registrant as Specified in Its Charter)

XEROX HOLDINGS CORPORATION

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

PRELIMINARY COPY—SUBJECT TO COMPLETION—DATED MARCH 9, 2020

[  ], 2020

Dear Stockholders of HP Inc.:

Xerox has put forth a compelling proposal to acquire HP and is taking action to ensure that HP stockholders have every opportunity to realize the value inherent in the combination.

We believe that the tender offer we launched on March 2, 2020 to acquire all outstanding shares of HP common stock for $24.00 per share, consisting of $18.40 in cash and 0.149 Xerox shares for each HP share (based on our closing share price of $37.68 on February 6, 2020) will provide you with significant, immediate cash value, and meaningful long-term upside through equity ownership in the combined company.

We are sending you the enclosed proxy statement and accompanying BLUE proxy card or BLUE voting instruction form because we are soliciting proxies from HP stockholders to be used to elect our nominees to the HP board at HP’s 2020 annual meeting of stockholders. We have nominated 12 independent, highly qualified candidates for election to HP’s board at this annual meeting because you deserve a board that will act in your best interests and consider any and all opportunities to create value, including by engaging in good faith and constructive discussions with Xerox regarding a combination that has undisputed industry logic and presents a value-creating opportunity for HP stockholders.

By launching a tender offer and giving you the opportunity to vote for our slate of directors at HP’s 2020 annual meeting of stockholders, we are giving you a voice. We urge you to fill out the BLUE proxy card or BLUE voting instruction form to send a strong message to HP showing that you want a board that will act in your best interests and negotiate with Xerox regarding its proposed transaction.

Whether or not you plan to attend HP’s 2020 annual meeting of stockholders, WE URGE YOU TO VOTE “FOR” THE ELECTION OF THE XEROX NOMINEES BY SIGNING, DATING AND RETURNING THE ENCLOSED BLUE PROXY CARD in the postage-paid envelope (or by submitting your voting instructions by internet or telephone as described on the enclosed BLUE proxy card) as soon as possible.

PRELIMINARY COPY—SUBJECT TO COMPLETION—DATED MARCH 9, 2020

2020 ANNUAL MEETING OF STOCKHOLDERS

OF

HP INC.

with such information and file revised definitive materials with the SEC. The principal executive offices of HP are located at 1501 Page Mill Road, Palo Alto, California 94304.

This proxy statement and the accompanying BLUE proxy card are first being sent or given to HP stockholders on or about [●], 2020.

As of the date of this preliminary proxy statement, Xerox does not know of any other business that will be presented at the Annual Meeting. If, however, other matters are properly presented at the Annual Meeting but were not known a reasonable time prior to the mailing of the definitive proxy statement, and you have signed, dated and returned the enclosed BLUE proxy card (or submitted your voting instructions by Internet or telephone as described on the enclosed BLUE proxy card), the named proxies will vote the shares represented thereby in their discretion in relation to such business.

Xerox believes that all of the Xerox Nominees are highly qualified to serve as directors on the HP Board and are independent within the meaning of the listing standards of the New York Stock Exchange, which we refer to as NYSE, and the independence standards set forth in HP’s Corporate Governance Guidelines, which are available on HP’s website at https://investor.hp.com/governance/governance-documents/default.aspx. In addition, we believe that all of the Xerox Nominees meet the heightened independence standards required for audit committee members under the SEC standards and the heightened independence standards required for compensation committee members under the applicable listing standards and the SEC standards.

None of the Xerox Nominees are employed by or otherwise affiliated with HP or any of its subsidiaries. The Xerox Nominees have not made any commitment to us if elected.

Each of the Xerox Nominees has specifically acknowledged that there is not, and cannot be, any agreement between such Xerox Nominee and Xerox regarding the decisions such Xerox Nominee will make as a director of HP. Accordingly, Xerox expects that the Xerox Nominees will exercise their independent judgment in all matters before the HP Board in accordance with their fiduciary duties to HP and HP stockholders and applicable law, including with respect to the Proposed Transaction (as defined below) or any other transaction.

On November 5, 2019, Xerox made a proposal to acquire all of the outstanding shares of HP common stock for per share consideration of $22.00, consisting of $17.00 in cash and 0.137 shares of Xerox common stock. On February 10, 2020, Xerox increased its offer to $24.00 per share, consisting of $18.40 in cash and 0.149 Xerox shares (based on Xerox’s closing share price of $37.68 on February 6, 2020), which we refer to as the Proposed Transaction. XHC Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Xerox, which we refer to as Purchaser, has commenced an offer to exchange all outstanding shares of HP common stock for $18.40 in cash and 0.149 Xerox shares upon the terms and subject to the conditions set forth in the Offer to Exchange, dated March 2, 2020, which, together with any amendments and supplements thereto, we refer to as the Offer to Exchange, and in the related Letter of Election and Transmittal (which, together with any amendments and supplements thereto, collectively constitute the Offer). The purpose of the Offer is for Xerox to acquire all of the outstanding shares of HP common stock in order to combine the businesses of Xerox and HP. Xerox intends, promptly after consummation of the Offer, to cause HP to merge with Purchaser, which we refer to as the Second-Step Merger, after which HP would be a direct or indirect, wholly owned subsidiary of Xerox. The purpose of the Second-Step Merger is for Xerox to acquire all issued and outstanding shares of HP common stock that are not acquired in the Offer. In the Second-Step Merger, each remaining share of HP common stock (other than shares held in treasury by HP, shares held by Xerox and its subsidiaries and shares held by HP stockholders who properly exercise applicable dissenters’ rights under Delaware law) will be cancelled and converted into the right to elect to receive the same consideration that the holder thereof would have received had it tendered its shares of HP common stock in the Offer (subject to proration as described in the Offer to Exchange). The Offer will expire at 5:00 p.m., New York City Time, on April 21, 2020, unless extended by Xerox. For a more complete description of the terms of the Offer, including conditions of the Offer, the election and proration procedures of the Offer, and certain federal income tax consequences of the Offer and the Second-Step Merger, please see the Offer to Exchange.

Xerox is seeking your support for the election of each of the Xerox Nominees to the HP Board because we believe that HP stockholders would be better served by these candidates than the current directors of HP who have refused to negotiate with us on what we believe is a compelling, value-creating opportunity for HP stockholders.

Xerox is nominating the Xerox Nominees, submitting the Bylaws Proposal and sending you this proxy statement and accompanying BLUE proxy card to give you a direct voice with respect to the Proposed Transaction.

Xerox believes the election of the Xerox Nominees will demonstrate that HP stockholders support the Proposed Transaction, and establish an HP Board that will act in your best interests. We believe that your vote for the Xerox Nominees will send a clear and strong message to the HP Board to negotiate with Xerox regarding the Proposed Transaction and, if the newly elected directors deem it appropriate in the exercise of their fiduciary duties, to approve the Proposed Transaction.

In addition, the Bylaws Proposal will ensure that HP stockholders’ rights are not limited in connection with any attempt by the HP Board to entrench itself at the expense of a compelling, value-creating transaction for HP stockholders.

According to HP’s Form 10-K for the fiscal year ended October 31, 2019, as amended by Amendment No. 1 thereto, which we refer to as the HP 10-K, there were 1,433,345,730 shares of HP common stock outstanding as of January 31, 2020.

Each share of HP common stock is entitled to one vote per share.

At the Annual Meeting, directors will be elected to the HP Board under a plurality voting standard. Under a plurality voting standard, the 12 nominees receiving the highest number of “FOR” votes will be elected. Votes withheld are not votes cast and will not be counted for purposes of determining the nominee receiving the highest number of “FOR” votes.

The affirmative vote of the holders of a majority of shares having voting power present in person or represented by proxy at the Annual Meeting is required to approve the Bylaws Proposal, except with respect to all or any portion of Article II, Section 3.2, Section 3.3, Section 3.4, Section 6.1, Section 6.4 or Article IX of the Bylaws, with respect to which approval of the Bylaws Proposal requires a majority of the outstanding shares entitled to vote thereon. Abstentions will have the effect as a vote against the Bylaws Proposal.

IMPORTANT

WE ARE NOT ASKING YOU TO VOTE ON OR TO APPROVE OUR PROPOSAL FOR A BUSINESS COMBINATION BETWEEN XEROX AND HP AT THIS TIME. YOUR VOTE FOR THE ELECTION OF THE XEROX NOMINEES DOES NOT OBLIGATE YOU TO TENDER YOUR SHARES OF HP COMMON STOCK PURSUANT TO THE OFFER AND DOES NOT AFFECT YOUR RIGHT TO WITHDRAW YOUR SHARES IF THEY HAVE BEEN TENDERED.

HOWEVER, WE BELIEVE THAT A VOTE “FOR” EACH OF THE XEROX NOMINEES WILL SEND A CLEAR AND STRONG MESSAGE TO THE HP BOARD THAT IT SHOULD GIVE PROPER CONSIDERATION TO OUR PROPOSAL AND MAY BE AN IMPORTANT STEP IN FACILITATING NEGOTIATIONS BETWEEN XEROX AND HP WITH RESPECT TO A BUSINESS COMBINATION TRANSACTION.

THIS SOLICITATION IS BEING MADE BY XEROX AND NOT ON BEHALF OF THE HP BOARD OR HP’S MANAGEMENT.

WHETHER OR NOT YOU INTEND TO ATTEND THE ANNUAL MEETING, YOUR PROMPT ACTION IS IMPORTANT. WE URGE YOU TO MAKE YOUR VIEWS CLEAR TO THE HP BOARD BY AUTHORIZING A PROXY TO VOTE WITH RESPECT TO THE XEROX NOMINEES BY FOLLOWING THE INSTRUCTIONS ON THE ENCLOSED BLUE PROXY CARD OR BLUE VOTING INSTRUCTION FORM AS SOON AS POSSIBLE.

THIS PROXY STATEMENT IS NEITHER A REQUEST FOR THE TENDER OF SHARES OF HP COMMON STOCK NOR AN OFFER WITH RESPECT THERETO. THE OFFER IS MADE ONLY BY MEANS OF THE OFFER TO EXCHANGE AND THE RELATED LETTER OF ELECTION AND TRANSMITTAL.

YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY OR HOW FEW HP SHARES YOU OWN.

If your shares of HP common stock are held in your own name, please authorize a proxy to vote by signing and returning the enclosed BLUE proxy card in the postage-paid envelope provided (or by submitting your voting instruction by Internet or telephone as described on the enclosed BLUE proxy card) as soon as possible.

If your shares of HP common stock are held through a broker or a bank in “street name” as of the close of business on the record date, please deliver the enclosed BLUE voting instruction form in the postage-paid envelope provided to vote your HP shares or contact the person responsible for your account to vote on your behalf and ensure that a BLUE voting instruction form is submitted on your behalf. In most instances, you will be able to do this over the Internet, by telephone or by mail as indicated on your BLUE voting instruction form. It is critical that you promptly give instructions to your brokerage firm, bank or other nominee to vote “FOR” the election of the Xerox Nominees, “FOR” the approval of the Bylaws Proposal and “FOR” Proposal 3 and Proposal 6. Please do so for each account you maintain. We have no recommendation with respect to Proposal 4 and Proposal 5.

This proxy statement is dated [●], 2020. You should not assume that the information contained in this proxy statement is accurate as of any date other than such date, and the mailing of this proxy statement to HP stockholders shall not create any implication to the contrary. You are advised to read this proxy statement and other relevant documents when they become available because they contain, and will contain, important information.

Do not sign or return any proxy card you may receive from HP. If you have already submitted a proxy card, it is not too late to change your vote — simply sign, date and return the BLUE proxy card. Only your latest dated proxy will be counted.

If you have any questions about voting or if you require assistance, please contact Xerox’s proxy solicitors:

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REASONS TO VOTE FOR XEROX NOMINEES AND BYLAWS PROPOSAL

Xerox urges all holders of shares of HP common stock to vote “FOR” the election of each of the Xerox Nominees and the Bylaws Proposal.

On November 5, 2019, Xerox made a proposal to acquire HP for per share consideration of $22.00, consisting of $17.00 in cash and 0.137 Xerox shares. On February 10, 2020, Xerox increased its offer to $24.00 per share, consisting of $18.40 in cash and 0.149 Xerox shares (based on Xerox’s closing share price of $37.68 on February 6, 2020), which we refer to as the Proposed Transaction, and on March 2, 2020 we commenced a tender offer to HP’s stockholders to consummate the Proposed Transaction. We commenced our tender offer because, as described in this proxy statement, the HP Board has refused to negotiate with us on what we believe is a compelling, value-creating opportunity for HP stockholders and engage in mutual due diligence regarding our proposal. Xerox is seeking your support for the election of each of the Xerox Nominees to the HP Board because we believe that HP stockholders deserve a board of directors that will act in your best interests and consider any and all opportunities to create value, including by engaging in good faith and constructive discussions with Xerox regarding a combination that has undisputed industry logic.

We believe that a vote FOR the election of each of the Xerox Nominees will send a clear and strong message to the HP Board that HP stockholders want the HP Board to:

The purpose of the Bylaws Proposal is to prevent the incumbent directors of HP from undermining HP’s corporate governance regime by amending the Bylaws whether in an attempt to impede the nomination or potential election of the Xerox Nominees or otherwise.

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QUESTIONS AND ANSWERS RELATING TO THIS PROXY SOLICITATION

The following are some of the questions you may have as a stockholder of HP, as well as our answers to those questions. The following is not a substitute for the information contained in this proxy statement, and the information contained below is qualified in its entirety by the more detailed descriptions and explanations contained elsewhere in this proxy statement. Xerox urges you to read this proxy statement carefully and in its entirety.

Who is making this solicitation?

The solicitation is being made by Xerox and not by HP or HP management. Under the rules of the SEC, the Xerox Nominees and certain of Xerox’s directors (other than the Icahn Designees (as defined below); see the section entitled “Background of the Solicitation” for further information regarding the recusal of the Icahn Designees from discussions and voting relating to the Proposed Transaction and this solicitation), executive officers and employees are or may be deemed to be participants in the solicitation of proxies from HP stockholders by Xerox in connection with the Annual Meeting, which we refer to as the Proxy Solicitation.

Xerox is a workplace technology company, building and integrating software and hardware for enterprises large and small. As customers seek to manage information across digital and physical platforms, we deliver a seamless, secure and sustainable experience. Whether inventing the copier, the Ethernet, the laser printer or more, Xerox has long defined the modern work experience and continues to do so with investments in artificial intelligence (AI), sensors and services for Internet of Things (IoT), digital packaging, 3-D printing and Clean Technologies (cleantech).

As of the date of this proxy statement, Xerox owns beneficially and of record 10 shares of HP common stock, representing less than 1% of the outstanding shares of HP common stock (based on 1,433,345,730 shares of HP common stock outstanding as of January 31, 2020, as reported in the HP 10-K). Xerox intends to vote all such shares of HP common stock which it owns FOR the election of the Xerox Nominees and FOR the approval of the Bylaws Proposal.

For additional information regarding Xerox, please see the section entitled “Certain Information Regarding Xerox.” For information regarding directors, executive officers and certain employees of Xerox who may assist in the solicitation of proxies, as well as the Xerox Nominees, please see Annex A to this proxy statement.

Why is Xerox soliciting my vote on the Xerox Proposals?

Xerox believes that the current members of the HP Board are not acting in your best interests.

On November 5, 2019, we made a proposal to acquire all of the outstanding shares of HP common stock for per share consideration of $22.00, consisting of $17.00 in cash and 0.137 Xerox shares. On February 10, 2020, we increased our offer to $24.00 per share, consisting of $18.40 in cash and 0.149 Xerox shares (based on Xerox’s closing share price of $37.68 on February 6, 2020), and on March 2, 2020 we commenced a tender offer to HP’s stockholders to consummate the Proposed Transaction. We commenced our tender offer because, as described in this proxy statement, the HP Board has refused to negotiate with us on a compelling, value-creating opportunity for HP stockholders and engage in mutual due diligence regarding our proposal.

Xerox is seeking your support for the election of each of the Xerox Nominees to the HP Board because we believe that HP stockholders deserve a board of directors that will act in your best interests and consider any and all opportunities to create value, including by engaging in good faith and constructive discussions with Xerox regarding a combination that has undisputed industry logic.

Xerox believes that the election of the Xerox Nominees will demonstrate that HP stockholders support the Proposed Transaction and establish an HP Board that is more likely to act in your best interests. We believe that your vote for the Xerox Nominees will send a clear and strong message to the HP Board to negotiate with Xerox regarding the Proposed Transaction and, if the newly elected directors deem it appropriate in the exercise of their fiduciary duties, to approve the Proposed Transaction.

We are not currently aware of any Bylaws or Bylaw amendments that would be changed by the Bylaws Proposal, but we believe that it is in the best interests of HP and its stockholders that the Bylaws not be further amended by the HP Board without the approval of HP stockholders. The purpose of the Bylaws Proposal is to prevent the

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incumbent directors of HP from undermining HP’s corporate governance regime by amending the Bylaws whether in an attempt to impede the nomination or potential election of the Xerox Nominees or otherwise.

What proposals will be voted on at the Annual Meeting? How does Xerox recommend that I vote and what is the voting requirement for each of the proposals?

*       In light of our nomination of a slate of 12 directors, the Annual Meeting will have a contested director election. Under the NYSE rules, this means that for shares held in accounts to which Xerox’s proxy materials have been sent, brokers, trustees and other nominees will not have discretionary authority to vote for any matters listed above (including the ratification of the appointment of the independent registered public accounting firm) unless they receive your voting instructions.

If I vote for the Xerox Proposals, am I agreeing to a business combination between HP and Xerox?

No. Although the election of the Xerox Nominees to the HP Board is an important step toward a potential business combination between HP and Xerox, your vote for the election of the Xerox Nominees or in favor of the Bylaws Proposal does not constitute your approval of a business combination involving Xerox and HP, nor does it obligate you to tender your shares in the Offer. For Xerox to complete the Offer, all of the conditions to the Offer must be satisfied or waived, including the condition that a majority of the outstanding shares of HP common stock on a fully diluted basis have been validly tendered and not withdrawn, and the condition that the HP Board shall

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have redeemed or rendered inapplicable the “poison pill” rights issued pursuant to the Rights Agreement, dated as of February 20, 2020, between HP and Equiniti Trust Company, which we refer to as the Rights Agreement.

In addition, none of the Xerox Nominees has committed to support the Proposed Transaction or any other business combination of Xerox and HP, and we expect that the Xerox Nominees will exercise their independent judgment in all matters before the HP Board in accordance with their fiduciary duties to HP and HP stockholders and applicable law, including with respect to the Proposed Transaction.

Do I have to tender my shares of HP common stock in order to vote for the Xerox Nominees or Bylaws Proposal?

No, you do not need to tender your shares in the Offer to vote for the Xerox Nominees or the Bylaws Proposal. You only need to sign, date and return the enclosed BLUE proxy card or voting information form in the postage-paid envelope provided, or submit a proxy by telephone or the Internet by following the voting procedures described on the BLUE proxy card or voting information form, as applicable, to vote for the Xerox Nominees and the Bylaw Proposal.

What must happen to complete the Offer?

Xerox does not intend to acquire shares of HP common stock tendered unless the conditions to the Offer, including those described in the section entitled “About the Offer”, are satisfied. While certain conditions to the Offer are within the control of Xerox, certain other conditions, such as the expiration of the waiting periods under applicable antitrust laws and the tender by HP stockholders of the requisite number of HP shares, are not within the control of the board of directors of Xerox, which we refer to as the Xerox Board. However, absent the HP Board failing to take steps to approve the Offer and the Second-Step Merger or taking steps to create additional impediments to the Offer, we believe that there is no reason why the Offer could not be consummated on a reasonably prompt basis.

Who are the Xerox Nominees?

Xerox is proposing that Betsy Atkins, George Bickerstaff, III, Carolyn H. Byrd, Erroll B. Davis, Jr., Jeannie Diefenderfer, Kim Fennebresque, Carol Flaton, Matthew J. Hart, Fred P. Hochberg, Jacob M. Katz, Nichelle Maynard-Elliott and Thomas J. Sabatino, Jr. serve on the HP Board as directors for one-year terms and until their successors are duly elected and qualified, in accordance with HP’s Certificate of Incorporation and Bylaws.

Based on publicly available information, the HP Board currently consists of 13 directors. 12 directors will be elected at the Annual Meeting to serve until the next annual meeting of stockholders and until a successor is duly elected and qualified. Mr. Dion J. Weisler, a current director of HP, will not stand for re-election to the HP Board at the Annual Meeting.

Xerox believes that all of the Xerox Nominees are highly qualified to serve as directors on the HP Board and are independent within the meaning of the listing standards of the NYSE and the independence standards set forth in HP’s Corporate Governance Guidelines, which are available on HP’s website at https://investor.hp.com/governance/governance-documents/default.aspx. In addition, we believe that all of the Xerox Nominees meet the heightened independence standards required for audit committee members under the SEC standards and the heightened independence standards required for compensation committee members under the applicable listing standards and the SEC standards.

Each Xerox Nominee has a proven track record of accomplishment in his or her area of expertise, and together the Xerox Nominees will bring significant technology sector, financial and operational experience to the HP Board. The Xerox Nominees have not made any commitment to us if elected. Each of the Xerox Nominees has specifically acknowledged that there is not, and cannot be, any agreement between such Xerox Nominee and Xerox regarding the decisions such Xerox Nominee will make as a director of HP. Accordingly, we expect that the Xerox Nominees will exercise their independent judgment in all matters before the HP Board in accordance with their fiduciary duties to HP and HP stockholders and applicable law, including with respect to the Proposed Transaction.

The principal occupation, business experience and certain other information with respect to each Xerox Nominee are set forth in this proxy statement under the section entitled “Proposal 1: Election of the Xerox Nominees”, which we urge you to read.

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Who can vote at the Annual Meeting?

HP has not yet publicly disclosed the record date for determining HP stockholders who will be entitled to vote at the Annual Meeting. After HP publicly discloses the record date, Xerox intends to supplement this proxy statement with such information and file revised definitive materials with the SEC. If you own shares of HP common stock at the close of business on the record date, you have the right to vote on all matters presented for stockholder action at the Annual Meeting.

According to the HP 10-K, there were 1,433,345,730 shares of HP common stock outstanding as of January 31, 2020. Each share of HP common stock is entitled to one vote on each matter properly brought before the meeting.

Many HP stockholders hold their shares through a brokerage firm, bank or other nominee, rather than directly in their own name. As summarized below, there are distinctions between shares held of record and those owned beneficially:

What constitutes a quorum for the Annual Meeting?

The holders of a majority of shares of HP common stock entitled to vote at the Annual Meeting, present in person or represented by proxy, constitute a quorum. Abstentions are counted for purposes of determining whether a quorum is present. If a quorum is not present at the scheduled time of the Annual Meeting, then either the chairman of the Annual Meeting or the stockholders by vote of the holders of a majority of the stock present in person or represented by proxy at the Annual Meeting are authorized by the Bylaws to adjourn the Annual Meeting until a quorum is present or represented.

How may HP stockholders vote their shares?

You can vote your shares of HP common stock for the election of the Xerox Nominees and the approval of the Bylaws Proposal in one of four ways:

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Please note that if your shares of HP common stock are held in “street name” by a brokerage firm, bank or other nominee, you must follow the instructions set forth in the BLUE voting instruction form provided by your brokerage firm, bank or other nominee to vote your HP shares.

We urge you NOT to sign or return HP’s WHITE proxy card or otherwise provide proxies sent to you by HP. If you have already done so and your shares are registered in your name, you may revoke your previously signed proxy by signing and returning a later-dated BLUE proxy card in the enclosed postage-paid envelope, by submitting a proxy by telephone or Internet (instructions appear on your BLUE proxy card), by attending the Annual Meeting and voting in person or by delivering a written notice of revocation to Xerox c/o D.F. King & Co., Inc., 48 Wall Street, 22nd Floor, New York, New York 10005 or to Xerox c/o Harkins Kovler, LLC, 3 Columbus Circle, 15th Floor, New York, New York 10019 or to the corporate secretary of HP, which we refer to as the Corporate Secretary. Only your latest dated proxy or your vote in person at the Annual Meeting will be counted. Voting to “withhold” with respect to any of HP’s nominees on its WHITE proxy card is not the same as voting FOR the election of the Xerox Nominees.

Please note that if your shares of HP common stock are held in “street name” by a brokerage firm, bank or other nominee, you must follow the instructions set forth in the BLUE voting instruction form provided by your brokerage firm, bank or other nominee to revoke your earlier vote.

Owners of shares of HP common stock as of the close of business on the record date are urged to submit a BLUE proxy card or BLUE voting instruction form, even if your shares were sold after the record date.

How can the proxies be revoked?

A stockholder of record may revoke or change his or her proxy instructions, including proxies already given to HP (including HP’s WHITE proxy cards), at any time prior to the vote at the Annual Meeting by:

Xerox requests that a copy of any revocation delivered to HP be mailed to D.F. King & Co., Inc. (or, as the case may be, to Harkins Kovler, LLC) at their respective addresses listed above, so that Xerox will be aware of all revocations and can more accurately determine if and when the requisite proxies for the election of the Xerox Nominees to the HP Board and the approval of the Bylaws Proposal have been received.

For information on the revocation of proxies, please see the section entitled “Voting and Proxy Procedures—Revocation of Proxies.”

Please note that if your shares of HP common stock are held in “street name” by a brokerage firm, bank or other nominee, you must follow the instructions set forth in the BLUE voting instruction form provided by your brokerage firm, bank or other nominee to revoke your earlier vote. Submitting a later-dated BLUE voting instruction form by telephone or Internet, or mailing a later-dated BLUE voting instruction form, will revoke a previously cast vote.

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How will my shares be voted if the enclosed BLUE proxy card or BLUE voting instruction form is signed and returned but no specific direction on voting is given?

If you properly sign and return the enclosed BLUE proxy card or BLUE voting instruction form but do not specify how to vote, the named proxies will:

If my shares are held in “street name” by my brokerage firm, bank or other nominee, will my brokerage firm, bank or other nominee vote my HP shares for me?

No, your brokerage firm, bank or other nominee will not vote your shares of HP common stock on your behalf unless you provide instructions to your brokerage firm, bank or other nominee on how to vote. You should follow the instructions set forth in the BLUE voting instruction form provided by your brokerage firm, bank or other nominee regarding how to instruct your brokerage firm, bank or other nominee to vote your HP shares.

Without your instructions, your shares will not be voted for the election of the Xerox Nominees or in favor of the Bylaws Proposal or with respect to the Other Proposals. Accordingly, it is critical that you promptly give instructions to your brokerage firm, bank or other nominee to vote “FOR” the election of the Xerox Nominees, “FOR” the approval of the Bylaws Proposal and “FOR” Proposal 3 and Proposal 6. Please do so for each account you maintain. We have no recommendation with respect to Proposal 4 and Proposal 5. For additional information, see below under What is a broker non-vote and how will it affect voting?

What is a broker non-vote and how will it affect the voting?

A broker non-vote occurs when a broker, bank or other holder of record submits a proxy for the special meeting, but does not vote on a particular proposal because it has not received voting instructions from the beneficial owner and it does not otherwise have discretion to vote the uninstructed shares. Under the NYSE rules that govern brokers who are voting with respect to shares held in street name, brokers only have the discretion to vote those shares for which it has not received voting instructions on “routine” matters, but not on “non-routine” matters. However, because of the contested nature of the election of directors, under the rules of the NYSE, if you are the beneficial owner of shares rather than the stockholder of record and receive proxy materials from us and HP, your broker will not be able to vote your shares with respect to any of the proposals to be voted at the Annual Meeting, whether routine or not, unless they receive your instructions. If you do not instruct your broker on how to vote your shares with respect to these matters, your broker will not be able to cast a vote on these proposals. Accordingly, we urge you to give instructions to your bank or broker or other holder of record as to how you wish your shares to be voted so you may vote on these important matters.

What does it mean if I receive more than one BLUE proxy card or BLUE voting instruction form?

If you hold your HP shares in multiple registrations, or in both registered and “street name”, you will receive a BLUE proxy card and/or BLUE voting instruction form for each account. Please sign, date and return all BLUE proxy cards and BLUE voting instruction forms you receive. If you choose to vote by phone or Internet, please vote each BLUE proxy card and BLUE voting instruction form you receive. Only your last dated proxy for each account will be voted.

WE URGE YOU NOT TO SIGN OR RETURN HP’S WHITE PROXY CARD OR OTHERWISE PROVIDE PROXIES SENT TO YOU BY HP.

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Who is paying for the solicitation on behalf of Xerox?

We will pay all costs of the solicitation of proxies on behalf of Xerox for the Annual Meeting, and we will not seek reimbursement of those costs from HP.

When and where will the Annual Meeting be held?

HP has not yet publicly disclosed the date, time or location of the Annual Meeting. After HP publicly discloses such time and location, Xerox intends to supplement this proxy statement with such information and file revised definitive materials with the SEC.

Who should I call if I have any questions about the solicitation?

If you have any questions about voting or if you require assistance, please contact Xerox’s proxy solicitors:

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BACKGROUND OF THE SOLICITATION

In January 2019, John Visentin, Vice Chairman and Chief Executive Officer of Xerox, had dinner with Dion Weisler, then President & Chief Executive Officer of HP. At that dinner and from time to time in the months that followed, Mr. Visentin and Mr. Weisler would speak about, among other things, the unique challenges of being chief executive officer of a public company. Mr. Weisler expressed particular interest in how a board of directors functioned when a company had a large activist involved or was owned or controlled by a private equity fund. Mr. Visentin explained several advantages in each scenario, all of which were primarily derived from a greater focus on results over politics. Mr. Weisler often expressed frustration with certain members of the HP Board, whom he said preferred listening to the sound of their own voice more than helping to facilitate effective and efficient strategic decision-making. During certain of these conversations, Mr. Weisler and Mr. Visentin compared notes about different initiatives the two had employed to evolve company culture. Mr. Weisler expressed particular concern about his senior leadership team, which we refer to as his SLT. In one instance, after poor quarterly results caused a precipitous stock price drop, Mr. Weisler attempted to rally the SLT and was outraged when he received questions from the SLT about whether the poor results would impact bonuses.

In February 2019, Xerox announced a three-year strategic plan to optimize its operations, drive revenue, reenergize the company’s innovation engine and increase capital returns. As part of that plan, Xerox determined it would benefit from greater competitiveness among its various sourcing partners.

Throughout the first half of 2019, Xerox and HP engaged in negotiations about expanding the companies’ business relationship as part of a sourcing RFP process Xerox was conducting. From time to time during that process, Steve Bandrowczak, President and Chief Operations Officer of Xerox, spoke with Enrique Lores, then President of HP’s Imaging, Printing and Solutions business. Mr. Lores would frequently complain to Mr. Bandrowczak that Xerox kept asking for additional concessions from HP as part of negotiations. Mr. Bandrowczak informed Mr. Lores on multiple occasions of the criteria Xerox was using to make its decision and that as long as Xerox was an independent company his team would push for the best terms for its business.

On June 4, 2019, Xerox and HP announced an expansion of the companies’ existing business relationship, in which, among other matters, Xerox would source from HP certain A4 and entry-level A3 products, and Xerox would supply toner to HP for these and other products. The companies also announced an agreement to partner in the Device as a Service (DaaS) market and for HP to make Xerox’s cloud-based content management platform DocuShare^® Flex available on commercial PCs distributed in the U.S.

From June 2019 through the date of this proxy statement, representatives of Xerox and HP regularly communicated regarding implementation of the companies’ expanded business relationship and related operational matters.

Throughout the summer of 2019, Mr. Bandrowczak and Louie Pastor, Executive Vice President & General Counsel of Xerox, had weekly video conferences with their counterparts from FUJIFILM Holdings Corporation, which we refer to as FUJIFILM, and Fuji Xerox Co., Ltd., the then joint venture between Xerox and FUJIFILM, which we refer to as Fuji Xerox, to negotiate a restructuring of the parties’ strategic relationship.

On August 12, 2019, Carl C. Icahn, who at the time beneficially owned approximately 10% of Xerox’s common stock, called Mr. Visentin to inform him he had acquired beneficial ownership of approximately 4% of the outstanding HP common stock. Mr. Icahn also told Mr. Visentin he believed a combination of Xerox and HP could create tremendous value for shareholders and that Mr. Icahn had called and expressed this same opinion to Mr. Weisler earlier in the day. Mr. Visentin told Mr. Icahn he too believed a properly structured and executed combination of the two companies could create tremendous value.

Following the call, at Mr. Icahn’s request, Mr. Visentin sent Keith Cozza, Chairman of the Xerox Board, who is also Chief Executive Officer of Icahn Enterprises, certain materials initially prepared by the Xerox M&A team in May 2019 contemplating a Xerox acquisition of HP and potential cost synergies created in a combination.

On August 22, 2019, HP unexpectedly announced Mr. Weisler would step down as President & Chief Executive Officer due to a family health matter and that the HP Board had appointed Mr. Lores to succeed Mr. Weisler effective November 1, 2019. HP also announced Mr. Weisler would remain at HP through January 2020 and continue to serve on the HP Board until HP’s next annual meeting of stockholders.

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On August 23, 2019, Mr. Bandrowczak spoke with Mr. Lores to congratulate him on becoming President & Chief Executive Officer of HP. At that time, Mr. Lores informed Mr. Bandrowczak that HP was interested in discussing a potential business combination with Xerox and that Mr. Weisler would be in touch with Mr. Visentin to discuss process.

On August 27, 2019, Mr. Visentin spoke with Mr. Weisler regarding his decision to step down as HP’s President and Chief Executive Officer. During that conversation, Messrs. Visentin and Weisler discussed the strategic rationale for a potential business combination but did not discuss any purchase price or definitive transaction structure. Messrs. Visentin and Weisler agreed to discuss the matter at a previously scheduled breakfast in early September and to connect their respective general counsels in the interim to arrange a meeting to discuss certain “threshold due diligence questions” Mr. Weisler sent to Mr. Visentin via email the day before.

Notably, not one of the “threshold due diligence questions” sent by Mr. Weisler asked about the trajectory of Xerox’s revenue.

On September 3, 2019, the Xerox Board met with members of Xerox’s senior management and representatives of King & Spalding LLP, Xerox’s legal counsel, which we refer to as K&S. At the meeting, Mr. Visentin informed the Xerox Board of his conversation with Mr. Weisler. Mr. Visentin also advised the Xerox Board that Mr. Icahn had recently informed Xerox he had acquired beneficial ownership of approximately 4% of the outstanding HP common stock. Mr. Pastor and representatives of K&S then discussed certain legal matters, including the importance of identifying and appropriately managing any potential conflicts of interest on the part of the Xerox Board or its advisors in relation to a potential transaction with HP. In light of Mr. Icahn’s ownership of stock in both Xerox and HP, the Xerox Board determined that, if a transaction process with HP were to proceed, directors Keith Cozza and Nicholas Graziano, who we refer to as the Icahn Designees, should be recused from the process and from any vote of the Xerox Board regarding a potential transaction because they are employees of entities controlled by Mr. Icahn. However, the Xerox Board requested the Icahn Designees remain available to participate in any deliberations at the discretion of the Xerox Board. The Icahn Designees agreed with this recusal. In addition, representatives of K&S and Mr. Pastor discussed with the Xerox Board the engagement of an additional legal counsel to advise the Xerox directors other than the Icahn Designees, who we refer to as the Independent Directors, if any transaction discussions with HP were to proceed. Mr. Pastor recommended Xerox retain Willkie Farr & Gallagher LLP, which we refer to as Willkie, as counsel to the Independent Directors because, among other reasons, Willkie had particular familiarity with Xerox and its directors since the firm was representing Xerox in connection with the then-pending M&A litigation brought against Xerox by FUJIFILM and certain related shareholder litigation. Following discussion, the Xerox Board authorized Mr. Visentin to continue discussions with Mr. Weisler regarding a potential business combination with HP.

During late August/early September 2019, Mr. Pastor worked with Kim Rivera, HP’s President of Strategy and Business Management and Chief Legal Officer, to coordinate a meeting between a few high-level executives from their respective companies, scheduled for September 12, 2019.

On September 4, 2019, Mr. Visentin had breakfast with Mr. Weisler. Mr. Visentin informed Mr. Weisler the Xerox management team was preparing materials to discuss the threshold diligence questions previously sent by Mr. Weisler and had also prepared models and materials on various potential strategic acquisitions, including Xerox purchasing HP. Mr. Weisler asked questions about how Xerox had modelled an acquisition of HP since HP was a much larger company. Mr. Visentin acknowledged an HP acquisition of Xerox would be more straightforward given the companies’ relative sizes, but Mr. Visentin also emphasized a Xerox acquisition of HP would be highly accretive for Xerox shareholders despite increasing leverage for a limited period of time. Mr. Visentin offered to have his team include one of the HP models in the materials for the meeting scheduled for September 12, 2019, which Mr. Weisler said would be helpful.

On September 9, 2019, the Xerox Board (including the Icahn Designees at the discretion of the Independent Directors) met with members of senior management and representatives of K&S in attendance. At the meeting, Mr. Visentin updated the Xerox Board on his breakfast meeting with Mr. Weisler and advised the Xerox Board that certain members of Xerox’s senior management were scheduled to meet with their counterparts from HP on September 12, 2019 to discuss certain preliminary diligence matters concerning a potential transaction. Mr. Pastor reviewed with the Xerox Board the materials senior management anticipated sharing at the meeting with HP. At this meeting, the Independent Directors met separately with members of senior management and representatives from K&S. The Independent Directors also discussed the retention of Willkie as legal counsel to the Independent Directors.

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On September 10, 2019, the Independent Directors retained Willkie as legal counsel.

On September 12, 2019, Mr. Bandrowczak, Mr. Pastor and Nicole Torraco, Senior Vice President, Strategy and M&A of Xerox, met in person with Tuan Tran, General Manager and Global Head Office Printing Solutions of HP, Ms. Rivera, and Peter Barshatsky, Global Head of Strategy and Corporate Development of HP, to discuss the threshold due diligence questions Mr. Weisler had provided to Mr. Visentin. Mr. Bandrowczak discussed the potential cost and revenue synergies at length and in detail and emphasized that the value creation opportunity was very significant and therefore required efficient decision-making and action. Mr. Tran and Ms. Rivera expressed strong agreement with those points, especially the size, scope and scale of the synergies, but also indicated they had reservations about doing M&A in light of (i) challenges HP was facing integrating Samsung’s Print business, (ii) limitations HP had agreed to in terms of doing business in China and (iii) restrictions contained in HP’s agreements with Canon, which they were not comfortable sharing with Xerox. Mr. Bandrowczak emphasized mutual diligence would allow both parties to fully validate and refine, if necessary, the synergies and map out an execution plan quickly and reliably. Mr. Bandrowczak also emphasized Xerox could move forward unilaterally if HP was not willing to move forward in a collaborative manner.

Notably, over the course of a six-hour session that day, there were few, if any, questions raised by HP executives about Xerox’s revenue trajectory.

On September 13, 2019, at the request of HP, representatives of K&S and Willkie spoke with HP’s outside counsel regarding regulatory matters and the FUJIFILM M&A litigation.

On September 17, 2019, the Xerox Board (including the Icahn Designees at the discretion of the Independent Directors) met, with members of senior management and representatives of K&S and Willkie in attendance. At the meeting, Mr. Pastor updated the Xerox Board on the September 12, 2019 senior management meeting and the subsequent conversations among the companies’ legal counsel.

On September 27, 2019, Ms. Rivera called Mr. Pastor and informed him that HP had additional follow-up diligence questions that needed answers before HP would be prepared to discuss a transaction structure, relative valuations or a process that would involve Xerox conducting due diligence of HP.

On September 28, 2019, Ms. Rivera sent Mr. Pastor a five page list of additional “threshold” diligence questions, many of which requested information that was highly competitively sensitive.

On October 1, 2019, Mr. Bandrowczak, Mr. Pastor and Ms. Torraco met with members of senior management of HP via videoconference to discuss the list Ms. Rivera provided. Messrs. Bandrowczak and Pastor and Ms. Torraco responded to many of the questions from HP but declined to provide information that was competitively sensitive. Messrs. Bandrowczak and Pastor challenged HP’s expectation that Xerox would provide competitively sensitive information about its operations and results before HP would discuss transaction structure or agree to provide corresponding information about HP’s operations and performance, which was necessary to fully validate and map out the synergies. Mr. Pastor informed the members of HP management that he believed the Xerox Board would authorize the Xerox team to provide HP with access to all of Xerox’s information if the parties could execute a confidentiality agreement that contemplated mutual diligence and only permitted clean teams to access competitively sensitive information.

On October 3, 2019, HP held a securities analyst meeting at which it announced a 2020 restructuring plan contemplating a reduction in its gross global headcount by approximately 7,000-9,000 employees over three years at a cost of $1.0 billion, which was expected to result in annualized gross run rate savings of about $1.0 billion by the end of HP’s 2022 fiscal year. HP also announced that, on September 30, 2019, the HP Board had authorized $5.0 billion for future repurchases of its outstanding shares.

On October 4, 2019, Mr. Weisler communicated to Mr. Visentin that HP was willing to continue discussions but would not be prepared to discuss transaction structure or relative valuations until it had completed three to four months of diligence of Xerox’s operations during which time HP would not permit Xerox to conduct due diligence of HP’s operations.

On October 8, 2019, the Xerox Board (including the Icahn Designees at the discretion of the Independent Directors) met with members of senior management and representatives of K&S and Willkie in attendance. At the meeting, Mr. Visentin updated the Xerox Board on his conversation with Mr. Weisler. Mr. Visentin informed the Xerox Board that, despite Xerox and HP agreeing on the industrial logic of a potential business combination, HP

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was unwilling to commit to defining a clear path forward that would allow both companies to evaluate and potentially execute a transaction in a timely manner. The Xerox Board determined Xerox should not continue discussions with HP or grant HP access to any additional due diligence materials unless HP either (i) provided a proposed transaction structure and range of relative values that the Xerox Board determined was sufficiently attractive or (ii) agreed to provide Xerox with mutual access to diligence HP’s operations. Given the extensive analyses undertaken by the Xerox management team, especially in respect of the significant synergy opportunity and the accretion to Xerox shareholders of a potential transaction, the Xerox Board requested Mr. Visentin and senior management continue ongoing internal analyses about the feasibility of Xerox acquiring HP. Also at the meeting, Mr. Pastor updated the Xerox Board about ongoing discussions with FUJIFILM and Fuji Xerox regarding a potential restructuring of the parties’ relationships.

On October 10, 2019, Mr. Visentin informed Mr. Weisler that the Xerox Board had decided Xerox should not continue discussions with HP or grant HP access to any additional due diligence materials unless HP either (i) provided a proposed transaction structure and range of relative values that the Xerox Board determined was sufficiently attractive or (ii) agreed to provide Xerox with mutual access to diligence HP’s operations. Mr. Weisler said HP was not willing to do either.

During the weeks of October 13, 2019 and October 20, 2019, Mr. Bandrowczak, Mr. Pastor and other Xerox representatives and representatives of K&S met in New York and Tokyo with representatives of FUJIFILM, Fuji Xerox and their respective advisors to negotiate a transaction involving Xerox’s stake in Fuji Xerox.

Effective as of October 23, 2019, Xerox formally retained Citi as its financial advisor in connection with a possible transaction involving HP.

On October 24, 2019, the Xerox Board (including the Icahn Designees at the discretion of the Independent Directors) met with members of senior management and representatives of K&S, Willkie and Citi in attendance. Mr. Bandrowczak and Mr. Pastor provided an update to the board regarding the joint venture negotiations with FUJIFILM and Fuji Xerox. The Xerox Board authorized Xerox management, with the advice and assistance of Xerox’s advisors, to continue negotiations and finalize the terms of the proposed transactions with FUJIFILM and Fuji Xerox, subject to the final approval of the Xerox Board. Also at the meeting, representatives of Citi reviewed preliminary financial analyses regarding a potential business combination transaction with HP. Following Citi’s presentation, the Xerox Board met separately without the Icahn Designees and discussed the process for potentially making an offer to acquire HP, overall direction and authority of Mr. Visentin regarding negotiations and the potential outcomes of making an offer to acquire HP. The Independent Directors authorized Xerox management, with the advice and assistance of Xerox’s advisors and counsel to the Independent Directors, to continue to assess the feasibility and potential terms of an offer to acquire HP.

In late October and early November 2019, Xerox management, with the advice and assistance of Xerox’s advisors, continued negotiations with FUJIFILM and Fuji Xerox regarding the sale of Xerox’s stake in Fuji Xerox and, upon completion thereof, presented proposed final transaction documents to the Xerox Board, which subsequently approved the transactions. During the same period, Xerox management, with the advice and assistance of Xerox’s advisors and counsel to the Independent Directors continued to assess the feasibility and potential terms of an offer to acquire HP.

Early in the morning of November 5, 2019, Xerox announced it had entered into agreements with FUJIFILM and Fuji Xerox regarding a series of transactions for anticipated aggregate proceeds of approximately $2.3 billion involving the sale of its interests in certain joint ventures with FUJIFILM, a new go-forward sourcing framework and the granting of certain licenses for new royalties. FUJIFILM also agreed to dismiss the $1 billion lawsuit FUJIFILM filed against Xerox in connection with the terminated 2018 transaction between FUJIFILM and Xerox.

Also on November 5, 2019, the Independent Directors met with members of senior management and representatives of K&S, Willkie and Citi. At the start of the meeting, Mr. Pastor explained that the Icahn Designees had not been invited to the meeting because Xerox’s evaluation of the HP transaction had progressed to the point that the Xerox Board was being asked to consider and authorize a proposed offer for HP. During the meeting, the Independent Directors reviewed, considered and discussed the terms of the proposed offer to HP and the Independent Directors approved the terms of the offer and its delivery to HP that day.

Following the meeting, Mr. Visentin spoke with Mr. Weisler by telephone to advise him Xerox was making an offer for the acquisition of HP. That offer contemplated $22.00 per share of consideration, comprised of $17.00 in cash and 0.137 Xerox shares for each HP share, which represented a 29% premium to HP’s 30-day volume weighted

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average trading price of $17.00, excluding the value of shared synergies. Mr. Visentin advised Mr. Weisler the transaction would not be subject to a financing condition, emphasized the desire of the Xerox Board to move forward efficiently in a friendly, collaborative process and requested a response by the close of business on November 13, 2019. Following the call, Mr. Visentin sent the definitive written offer to Mr. Weisler.

Late in the evening on November 5, 2019, The Wall Street Journal published an article reporting that Xerox was considering a takeover of HP.

On November 6, 2019, HP issued a statement confirming its receipt of a proposal from Xerox.

On November 8, 2019, Xerox announced it had closed its previously announced transactions with FUJIFILM and Fuji Xerox, with total after-tax proceeds of approximately $2.3 billion.

On November 13, 2019, Mr. Lores’s assistant telephoned Mr. Visentin’s assistant to arrange a call. A call was arranged between Mr. Lores and Mr. Visentin for November 14, 2019.

Also on November 13, 2019, The Wall Street Journal published an article that reported Mr. Icahn owned a 4.24% stake in HP.

On November 14, 2019, Mr. Lores and Mr. Visentin spoke by telephone. Mr. Lores said HP was reviewing Xerox’s proposal but needed additional time to complete the analysis. Mr. Lores also informed Mr. Visentin that when he was unable to reach Mr. Visentin the prior evening, he had called Mr. Icahn. Mr. Lores stated he informed Mr. Icahn that HP was taking the offer seriously but needed more time to evaluate the offer. Mr. Visentin told Mr. Lores that Mr. Icahn was not authorized to speak on behalf of Xerox and only the Xerox Board or its designated representatives were authorized to speak on behalf of Xerox. Mr. Lores requested Xerox confirm the offer remained valid even though by its terms it expired on November 13, 2019.

Later in the day on November 14, 2019, the Independent Directors met, with members of senior management and representatives of K&S and Willkie in attendance. At the meeting, the Independent Directors determined to extend the deadline of the offer and authorized Mr. Visentin to first extend the deadline to Monday, November 18, 2019 with the ability to further extend the deadline by up to two days in his discretion. Mr. Visentin informed Mr. Lores of this extension following this meeting.

On November 17, 2019, Mr. Lores and Chip Bergh, HP’s Chairman, sent a letter to Mr. Visentin stating the HP Board had reviewed and considered Xerox’s offer and unanimously concluded it significantly undervalued HP and was not in the best interests of HP shareholders. The letter also stated that HP recognized the potential benefits of consolidation and was open to exploring whether there is value to be created for HP shareholders through a potential combination with Xerox. HP also issued a press release that included the full text of both HP’s letter and the November 5, 2019 offer letter from Xerox.

Late in the day on November 17, 2019, Mr. Icahn advised Mr. Visentin that he had spoken with Mr. Lores and Mr. Lores stated that HP was interested in commencing diligence on Xerox but was not prepared to allow Xerox to conduct reciprocal diligence on HP. Mr. Icahn advised Mr. Visentin he told Mr. Lores that, in Mr. Icahn’s opinion, any negotiated process for a business combination of the type being discussed required mutual diligence.

On November 21, 2019, Mr. Visentin sent a letter to Mr. Bergh and Mr. Lores in which Xerox expressed surprise at HP’s rejection of its proposal, noted HP’s acknowledgment of the merits of a potential business combination and emphasized the need for a clear path forward on mutual due diligence. In the letter, Xerox sought agreement on mutual confirmatory due diligence to support a friendly combination by 5:00 p.m. EST on Monday, November 25, 2019, and also stated it would take its compelling case to create superior value for Xerox and HP shareholders directly to HP shareholders. Xerox also issued a press release that included the full text of the letter.

On November 24, 2019, Mr. Lores called Mr. Visentin to ask if Xerox was willing to allow HP to conduct due diligence on Xerox. Mr. Visentin reiterated Xerox’s willingness to engage in mutual due diligence, but Mr. Lores indicated that HP was only willing to engage in one-way diligence. Shortly after that call, Mr. Bergh and Mr. Lores sent a letter to Mr. Visentin in which HP reiterated its rejection of Xerox’s proposal. The letter also stated HP remained prepared to study the potential value of a combination but would not permit mutual due diligence. HP also issued a press release on November 24, 2019 that included the full text of the letter.

Late in the day on November 24, 2019, the Independent Directors met, with members of senior management and representatives of K&S, Willkie and Citi in attendance. Mr. Visentin and Mr. Pastor provided an update to the

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Independent Directors regarding the interactions with HP and sought direction from the Independent Directors regarding next steps. Mr. Visentin noted to the Independent Directors that the call with Mr. Lores appeared to be highly scripted. At the meeting, the Independent Directors authorized Mr. Visentin to respond to the letter from Mr. Bergh and Mr. Lores and to work with Xerox’s management team and advisors to develop materials to support direct outreach to solicit the input of investors, including HP’s shareholders.

On November 26, 2019, Mr. Visentin sent a letter to Mr. Bergh and Mr. Lores in which Xerox reiterated the compelling nature and potential benefits of its proposal, refuted certain statements made by HP in its prior letter and indicated its plan to engage directly with investors, including HP shareholders, to solicit their support in urging the HP Board to pursue the transaction. Xerox also issued a press release on November 26, 2019 that included the full text of the letter.

In late November and early December 2019, Xerox management, with the advice and assistance of Xerox’s advisors and counsel to the Independent Directors, developed materials to support outreach efforts to investors, including shareholders of HP.

On December 9, 2019, representatives of Xerox began meeting with investors, including shareholders of HP, to discuss Xerox’s proposal to acquire HP using a presentation that was disclosed under cover of a Current Report on Form 8-K.

On December 11, 2019, prior to a regularly scheduled board meeting, the Independent Directors met, with members of senior management and representatives of K&S, Willkie and Citi in attendance. At the meeting, Mr. Visentin updated the Independent Directors on preliminary feedback from his meetings with investors, including shareholders of HP. The Independent Directors considered and discussed with the advisors a variety of strategic considerations and potential next steps regarding a business combination transaction with HP, including obtaining fully committed financing to support Xerox’s offer and the process for identifying, vetting and selecting candidates to potentially be nominated by Xerox for election as independent directors of HP.

In late December 2019 and early January 2020, representatives of Xerox, with the advice and assistance of Xerox’s advisors and counsel to the Independent Directors, continued meeting with investors, including shareholders of HP, negotiated a fully committed financing package, and began outreach to candidates to potentially be nominated by Xerox for election as independent directors of HP.

On January 5, 2020, the Independent Directors met, with members of senior management and representatives of K&S, Willkie and Citi in attendance. At the meeting, Mr. Pastor updated the Independent Directors on the status of identifying and vetting candidates to potentially be nominated by Xerox for election as independent directors of HP and summarized feedback from investors, including shareholders of HP, regarding the proposed transaction. Also at the meeting, the Independent Directors approved binding financing commitments for $24 billion.

On January 6, 2020, Mr. Visentin sent a letter to Mr. Bergh and Mr. Lores advising that Xerox had been engaged in constructive dialogue with many of HP’s largest shareholders regarding the strategic benefits of its proposal to acquire HP; confirming Xerox had obtained $24 billion in binding debt financing commitments; and reiterating his offer to meet in person with Mr. Bergh and Mr. Lores to begin negotiating the transaction. Xerox also issued a press release that included the full text of the letter.

On January 8, 2020, Mr. Bergh and Mr. Lores sent a letter to Mr. Visentin in which HP reiterated its rejection of—and refusal to discuss—Xerox’s proposal. HP also issued a press release that included the full text of the letter.

On January 16, 2020, the Independent Directors met, with members of senior management and representatives of K&S, Willkie and Citi in attendance. The Independent Directors discussed a variety of strategic considerations and potential next steps regarding a business combination transaction with HP, including the status of identifying, vetting and selecting candidates to potentially be nominated by Xerox for election as independent directors of HP.

On January 22, 2020, the Independent Directors met, with members of senior management and representatives of K&S, Willkie and Citi in attendance. At the meeting, the Independent Directors considered and selected 11 independent candidates and four alternate candidates as potential nominees to replace the HP Board at the Annual Meeting.

On January 23, 2020, Xerox provided notice to HP of its intent to nominate 11 independent candidates to replace the HP Board at the Annual Meeting. Xerox also issued a press release announcing it had submitted the notice.

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Later that day, HP issued a statement acknowledging receipt of the nomination notice from Xerox, and stating that it would review the proposed Xerox Nominees and respond in due course.

On January 28, 2020, Xerox issued a press release announcing its fourth-quarter and full-year 2019 financial results and 2020 guidance consistent with its three-year plan, which results beat market expectations on every measure, including full-year consensus for revenue, adjusted earnings per share, free cash flow and adjusted operating margin.

On February 1, 2020, the Independent Directors met, with members of Xerox’s senior management and representatives of K&S, Willkie and Citi in attendance. At the meeting, Mr. Visentin and Mr. Pastor updated the Independent Directors on engagement with and feedback from management’s meetings with Xerox and HP stockholders. The Independent Directors also discussed the possibility of increasing its proposed offer price for HP, authorized Mr. Visentin to work with Xerox’s management team and advisors concerning a possible increase, and directed management to pursue the engagement of a financial advisor to the Independent Directors.

During the week of February 2, 2020, Xerox’s management team and advisors continued to work on a possible increase to its proposed offer price for HP. Xerox’s management and counsel to the Independent Directors also held a series of calls with potential financial advisors to the Independent Directors. The Independent Directors also held calls with two potential financial advisors that were recommended by management and counsel to the Independent Directors. On February 3, 2020, the Independent Directors authorized management to proceed with the retention of Moelis & Company LLC, which we refer to as Moelis, as a financial advisor to the Independent Directors.

On February 9, 2020, the Independent Directors met, with members of senior management and representatives of K&S, Willkie and Citi in attendance. At the meeting, the Independent Directors formally approved the retention of Moelis as financial advisor to the Independent Directors and, thereafter, representatives of Moelis were invited to join the meeting. The Independent Directors considered and discussed with its advisors a potential increase in the proposed offer price for HP to $24 per share, consisting of $18.40 in cash and 0.149 Xerox shares for each HP share (based on Xerox’s closing share price of $37.68 on February 6, 2020). During the discussion, Mr. Visentin and Mr. Pastor updated the Independent Directors on engagement with and feedback from Xerox shareholders, including, but not limited to, Mr. Icahn and Darwin Deason, regarding a potential increase. Following discussion, the Independent Directors determined to increase the offer price to $24 per share.

On February 10, 2020, Xerox issued a press release announcing the increased offer price of $24 per share and its intention to commence a tender offer for each share of HP common stock on or around March 2, 2020.

On February 11, 2020, HP issued a press release announcing it would release its first quarter 2020 financial results on February 24, 2020. At that time, HP said it would share additional information about its plan before responding to Xerox’s February 10, 2020 press release.

On February 20, 2020, following Xerox’s confirmation of its intention to commence a tender offer, HP announced it had adopted a shareholder rights plan, commonly known as a “poison pill.”

On February 21, 2020, Xerox issued a statement regarding HP’s poison pill, in which it stated its belief that the HP Board adopted a poison pill because Xerox’s offer is receiving overwhelming support from HP stockholders and that Xerox intended to press ahead with the previously announced tender offer and electing its slate of independent director candidates to the HP Board.

On February 21, 2020, a representative of Guggenheim Securities, LLC, which we refer to as Guggenheim, one of HP’s financial advisors, called a representative of Citi to inquire about the possibility of arranging a meeting to explore a combination and the basis on which HP and Xerox might have a discussion about a combination.

After market hours on February 24, 2020, HP issued two press releases: one announcing its first-quarter 2020 financial results; and the other detailing a new, multi-year strategic and financial value creation plan. HP’s new plan referenced its plan announced on October 3, 2019 and indicated that it expects approximately $650 million of annualized gross run rate savings (rather than the $1 billion previously announced as part its October 3, 2019

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plan) to flow through to its projected non-GAAP operating profit growth. HP also announced that the HP Board had increased its total share repurchase authorization to $15 billion, up from the $5 billion share repurchase authorization announced on October 3, 2019, indicating that $8 billion of such repurchases were targeted to occur over 12 months, following the Annual Meeting. In its release, HP stated it believes in the merit of industry consolidation, while dismissing Xerox’s proposal, among other things, as “meaningfully undervaluing” HP, but stated HP was reaching out to Xerox to “explore if there is a combination that creates value for HP stockholders that is additive to HP’s strategic and financial plan.” Mr. Lores sent an e-mail to Mr. Visentin in which he suggested a meeting to explore the possibility of a business combination transaction and said his office would separately reach out to Mr. Visentin’s office regarding logistics.

On February 25, 2020, Mr. Lores’s office reached out to Mr. Visentin’s office and a telephone call was scheduled for the week of March 2, 2020.

On February 27, 2020, the Independent Directors met, with members of Xerox’s senior management and representatives of K&S, Willkie, Citi and Moelis in attendance. At the meeting, the Independent Directors considered and discussed with the advisors recent actions by HP and potential next steps. Following discussion, the Independent Directors formally approved the commencement of the Offer to Exchange on or about March 2, 2020.

Also on February 27, 2020, HP announced that it was expanding the size of the HP Board and appointing Richard Clemmer, Chief Executive Officer and Executive Director of NXP Semiconductors N.V., to fill the resulting vacancy. HP also provided notice to Xerox that it had 10 days to nominate an additional candidate in connection with the Annual Meeting, the date of which has not yet been announced.

HP also filed on February 27, 2020 a preliminary proxy statement related to the Annual Meeting, in which it provided a background summary describing contacts between HP and Xerox in connection with its solicitation that Xerox believes misrepresents the facts.

Following HP’s actions on February 27, 2020, Xerox issued the following statement: “In the last week, HP adopted a poison pill, expanded the size of its Board and misrepresented the discussions that led to our offer, none of which will create value for shareholders. We’ve made a compelling offer, and HP should let shareholders decide what is in their own best interest without artificial constraints or factual distortions.”

On March 2, 2020, Xerox published an advertisement in The Wall Street Journal, issued a press release and took other required steps to commence a tender offer to acquire all outstanding shares of HP. The full terms, conditions and other details of the Offer are set forth in the offering documents that Xerox filed on March 2, 2020 with the SEC.

On March 2, 2020, Xerox also announced that it had entered into an amended and restated commitment letter to add MUFG Bank, Ltd., PNC Bank, National Association, PNC Capital Markets LLC, Credit Agricole Corporate and Investment Bank, Truist Bank and SunTrust Robinson Humphrey, Inc. as commitment parties to provide a portion of the financing along with Citigroup Global Markets Inc., Mizuho Bank, Ltd. and Bank of America, N.A. under its previously confirmed $24 billion in binding financing commitments (that are not subject to any due diligence condition).

On March 3, 2020, Mr. Visentin and Mr. Pastor spoke with Mr. Lores and Ruairidh “Rory” Ross, Deputy General Counsel of HP, via telephone. Mr. Lores stated that he would like to arrange an in-person meeting to have an “in depth conversation” about the three concerns HP identified publicly regarding Xerox’s proposed offer: value exchange; capital structure; and synergies. Mr. Lores said that if Xerox and HP could reach alignment on these three items, it would be easier to explore and discuss options to combine the two companies. Mr. Visentin responded that Xerox had already made an offer to combine the companies that Xerox believes HP stockholders support, and had no intention of deviating from the course and timeline of the offer, but added that Xerox would be willing to meet and listen if HP has an offer or proposal that it believes addresses their concerns and creates value for Xerox shareholders. Mr. Visentin said that he would revert to Mr. Lores regarding scheduling a meeting for the following week.

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ABOUT THE OFFER

On March 2, 2020, Purchaser commenced an offer to exchange all outstanding shares of HP common stock for $18.40 in cash and 0.149 Xerox shares (based on Xerox’s closing share price of $37.68 on February 6, 2020) upon the terms and subject to the conditions set forth in the Offer to Exchange and in the related Letter of Election and Transmittal. The purpose of the Offer is for Xerox to acquire all of the outstanding shares of HP common stock in order to combine the businesses of Xerox and HP. Xerox intends, promptly after consummation of the Offer, to cause HP to merge with Purchaser in the Second-Step Merger after which HP would be a direct or indirect, wholly owned subsidiary of Xerox. The purpose of the Second-Step Merger is for Xerox to acquire all issued and outstanding shares of HP common stock that are not acquired in the Offer. In the Second-Step Merger, each remaining share of HP common stock (other than shares held in treasury by HP, shares held by Xerox and its subsidiaries and shares held by HP stockholders who properly exercise applicable dissenters’ rights under Delaware law) will be cancelled and converted into the right to elect to receive the same consideration that the holder thereof would have received had it tendered its shares of HP common stock in the Offer (subject to proration as described in the Offer to Exchange). The Offer will expire at 5:00 p.m., New York City Time, on April 21, 2020, unless extended by Xerox.

The Offer is subject to the satisfaction of certain conditions, some of which may be influenced by actions of the HP Board, including the following:

The Offer is also subject to additional conditions set forth in the Schedule TO including the Offer to Exchange.

For a complete description of the terms of the Offer, including conditions of the Offer and certain federal income tax consequences of the Offer and the Proposed Transaction, HP stockholders are referred to the Schedule TO filed by Xerox and Purchaser with the SEC, including the Offer to Exchange and the accompanying Letter of Election and Transmittal, which are incorporated by reference herein. HP stockholders are advised to read the Schedule TO, including the Offer to Exchange, the Letter of Election and Transmittal and other documents filed with the SEC, carefully in their entirety because they contain important information about the Proposed Transaction. HP stockholders can obtain free copies of these documents through the website maintained by the SEC at http://www.sec.gov. The Offer to Exchange and related materials may also be obtained for free by contacting the information agents for the Offer, D.F. King & Co., Inc., at 48 Wall Street, 22nd Floor, New York, New York, 10005, toll-free at (866) 721-1324 or collect at (212) 269-5550, or Harkins Kovler, LLC at 3 Columbus Circle, 15th Floor, New York, New York 10019, toll-free at (800) 257-3995 or collect at (212) 468-5380.

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