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Hewlett Packard Enterprise logoHewlett Packard Enterprise HPE

The company said it entered into a Cooperation Agreement with Elliott Investment Management L.P. and others on July 16, 2025, under which it agreed to appoint Robert M. Calderoni to the board of directors with immediate effect.

8-KEntry into a Material Definitive AgreementFiled Period of report Summary published (UTC)

Key points

AI summary
  1. The company said it entered into a Cooperation Agreement with Elliott Investment Management L.P. and others on July 16, 2025, under which it agreed to appoint Robert M. Calderoni to the board of directors with immediate effect.

  2. The company said Elliott may appoint 1 Elliott employee to the board until the Expiration Date, subject to board approval. The board size will not exceed 13 directors after Calderoni's appointment until the close of the 2026 Annual Meeting (or 14 directors if an Elliott employee is appointed before that meeting).

  3. The company said the board has established a Strategy Committee, chaired by Calderoni, with 3 members, Raymond Lane, Charles Noski and Gary Reiner. Calderoni was also appointed to the Integration Committee, which was formed after the closing of the Juniper Networks transaction.

  4. The company said the Cooperation Agreement will remain effective until the 1st anniversary of its date, and will be extended if Elliott appoints an Elliott employee to the board, until that employee leaves the board. Elliott agreed to abide by standstill restrictions and voting commitments.

Summary

AI-written

Analysis scope · Filing body and confirmed press-release exhibitWe analyzed the filing body and confirmed exhibits. This is not a review of other exhibits, investor presentations or the full earnings call.

HPE Enters Cooperation Agreement with Elliott, Appoints Robert M. Calderoni to Board

The company said it entered into a Cooperation Agreement with Elliott Investment Management L.P. and others on July 16, 2025, under which it agreed to appoint Robert M. Calderoni to the board of directors with immediate effect.

Source · Based on the filing body and exhibits

Board Size Cap and Elliott's Right to Appoint a Director

The company said Elliott may appoint 1 Elliott employee to the board until the Expiration Date, subject to board approval. The board size will not exceed 13 directors after Calderoni's appointment until the close of the 2026 Annual Meeting (or 14 directors if an Elliott employee is appointed before that meeting).

Source · Based on the filing body and exhibits

Strategy Committee Formed and Integration Committee Membership

The company said the board has established a Strategy Committee, chaired by Calderoni, with 3 members, Raymond Lane, Charles Noski and Gary Reiner. Calderoni was also appointed to the Integration Committee, which was formed after the closing of the Juniper Networks transaction.

Source · Based on the filing body and exhibits

Cooperation Agreement Term, Elliott Standstill and Voting Commitments

The company said the Cooperation Agreement will remain effective until the 1st anniversary of its date, and will be extended if Elliott appoints an Elliott employee to the board, until that employee leaves the board. Elliott agreed to abide by standstill restrictions and voting commitments.

Source · Based on the filing body and exhibits

AI summarized the filing and translated the summary into English; it may differ from the original. For reference only, not investment advice. AI translated the published Korean report into English. Figures are copied as filed, not recalculated.

Original filing

The filing as submitted to SEC EDGAR. You can check the figures and statements of this summary against it.

Source: SEC EDGAR (U.S. Securities and Exchange Commission). Item captions are the SEC's. The summary is for reference only and is not investment advice.