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2024 Proxy Statement
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Page 83 of 139
Proxy Statement
CEO Letter to StockholdersBoard of Directors & Executive TeamBoard Chair Letter to Our Fellow StockholdersSelect 2023 - 2024 RecognitionNotice of Annual Meeting of StockholdersTable of ContentsProxy Statement Executive SummaryStockholder EngagementLiving Progress
GovernanceOverviewDirector IndependenceLimits on Directors' Service on Other Public Company BoardsDirector EvaluationsDirector Succession Planning and Board RefreshmentExecutive Succession PlanningNon-Employee Director Stock Ownership GuidelinesRelated Persons Transactions Policies and ProceduresCommunications with the BoardGovernance DocumentsStock Ownership Information
Our BoardBoard Structure and Committee CompositionBoard Leadership StructureBoard CompositionCommittees of the BoardBoard Risk OversightBoard and Committee Meetings and AttendanceDirector Candidate Selection and EvaluationDirector Compensation and Stock Ownership Guidelines
Proposals to Be Voted OnProposal No. 1: Election of DirectorsProposal No. 2: Ratification of Independent Registered Public Accounting FirmProposal No. 3: Vote to Approve Amendment No. 3 to the Hewlett Packard Enterprise Company 2021 Stock Incentive Plan to Increase the Plan's Shares Available for IssuanceProposal No. 4: Advisory Vote to Approve Executive CompensationProposal No. 5: Vote to Approve a Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Hewlett Packard Enterprise Company to Limit the Liability of Certain Officers as Permitted by Delaware Law
Executive CompensationCompensation Discussion and AnalysisExecutive SummaryExecutive Compensation Pay-for-Performance PhilosophyOversight and Authority Over Executive CompensationDetailed Compensation Discussion and AnalysisDetermination of Fiscal 2023 Executive CompensationOther Compensation-Related MattersHRC Committee Report on Executive CompensationFiscal 2023 Summary Compensation TableFiscal 2023 Grants of Plan-Based AwardsFiscal 2023 Year-End Outstanding Equity AwardsFiscal 2023 Option Exercises and Stock VestedFiscal 2023 Pension Benefits TableFiscal 2023 Nonqualified Deferred Compensation TablePotential Payments Upon Termination or Change in ControlChief Executive Officer ("CEO") Pay RatioPay Versus Performance
Equity CompensationAudit-Related MattersOther MattersQuestions & AnswersProxy MaterialsVoting InformationAnnual Meeting InformationStockholder Proposals, Director Nominations, and Related Bylaws ProvisionsImportant Information Concerning the Hewlett Packard Enterprise Annual MeetingAnnex A - Amendment No. 3 to the 2021 Stock Incentive PlanAnnex B - GAAP to Non-GAAP ReconciliationsAnnex C - Officer Exculpation AmendmentForward-Looking Statements2021 Stock Incentive PlanAmendment No. 1 to the 2021 Stock Incentive PlanAmendment No. 2 to the 2021 Stock Incentive Plan
Meet the Board Proxy Statement
Proxy StatementCEO Letter to StockholdersBoard of Directors & Executive TeamBoard Chair Letter to Our Fellow StockholdersSelect 2023 - 2024 RecognitionNotice of Annual Meeting of StockholdersTable of ContentsProxy Statement Executive SummaryStockholder EngagementLiving Progress
GovernanceGovernanceOverviewDirector IndependenceLimits on Directors' Service on Other Public Company BoardsDirector EvaluationsDirector Succession Planning and Board RefreshmentExecutive Succession PlanningNon-Employee Director Stock Ownership GuidelinesRelated Persons Transactions Policies and ProceduresCommunications with the BoardGovernance DocumentsStock Ownership Information
Our BoardOur BoardBoard Structure and Committee CompositionBoard Leadership StructureBoard CompositionCommittees of the BoardBoard Risk OversightBoard and Committee Meetings and AttendanceDirector Candidate Selection and EvaluationDirector Compensation and Stock Ownership Guidelines
Proposals to Be Voted OnProposals to Be Voted OnProposal No. 1: Election of DirectorsProposal No. 2: Ratification of Independent Registered Public Accounting FirmProposal No. 3: Vote to Approve Amendment No. 3 to the Hewlett Packard Enterprise Company 2021 Stock Incentive Plan to Increase the Plan's Shares Available for IssuanceProposal No. 4: Advisory Vote to Approve Executive CompensationProposal No. 5: Vote to Approve a Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Hewlett Packard Enterprise Company to Limit the Liability of Certain Officers as Permitted by Delaware Law
Executive CompensationExecutive CompensationCompensation Discussion and AnalysisExecutive SummaryExecutive Compensation Pay-for-Performance PhilosophyOversight and Authority Over Executive CompensationDetailed Compensation Discussion and AnalysisDetermination of Fiscal 2023 Executive CompensationOther Compensation-Related MattersHRC Committee Report on Executive CompensationFiscal 2023 Summary Compensation TableFiscal 2023 Grants of Plan-Based AwardsFiscal 2023 Year-End Outstanding Equity AwardsFiscal 2023 Option Exercises and Stock VestedFiscal 2023 Pension Benefits TableFiscal 2023 Nonqualified Deferred Compensation TablePotential Payments Upon Termination or Change in ControlChief Executive Officer ("CEO") Pay RatioPay Versus Performance
Equity CompensationAudit-Related MattersAudit-Related MattersAudit Committee OverviewReport of the Audit Committee of the Board of Directors
Other MattersQuestions & AnswersQuestions & AnswersProxy MaterialsVoting InformationAnnual Meeting InformationStockholder Proposals, Director Nominations, and Related Bylaws ProvisionsImportant Information Concerning the Hewlett Packard Enterprise Annual MeetingAnnex A - Amendment No. 3 to the 2021 Stock Incentive PlanAnnex B - GAAP to Non-GAAP ReconciliationsAnnex C - Officer Exculpation AmendmentForward-Looking Statements2021 Stock Incentive PlanAmendment No. 1 to the 2021 Stock Incentive PlanAmendment No. 2 to the 2021 Stock Incentive Plan
Meet the Board 
Page 83 of 139
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