=DJ H-P Meeting -2: Shareholders Applaud Mention Of Hewlett
By Mark Boslet Of DOW JONES NEWSWIRES
CUPERTINO, Calif. (Dow Jones)--Hewlett-Packard Co. (HWP) shareholders approved a slate of new board members that for the first time since the company's founding in 1938 excludes a member of its founding families.
The board last month decided not renominate dissident member Walter Hewlett, son of co-founder William Hewlett, who led a six-month campaign against H-P's planned $19 billion merger with Compaq Computer Corp. (CPQ). Shareholders approved the decision by a wide margin at an annual meeting, with 1.4 billion shares cast for the slate and 185 million abstaining.
A spokesman for Hewlett could not be reached for comment. However, several hundred shareholders who attended the meeting here broke out in applause when his name was mentioned.
"I think dissenting opinion should be included, not excluded," said one shareholder, Andy Black. Hewlett, who ran a proxy contest against the merger, also filed a lawsuit in Delaware Chancery Court late last month seeking to overturn a preliminary proxy vote count approving the deal.
Friday's annual meeting became the first opportunity for H-P Chief Executive Carly Fiorina to comment extensively on the case since testifying in court this week. "We clearly believe (Hewlett's attorneys) failed to make their claims," she said, suggesting "we have now won that proxy contest. We are looking forward to moving on."
Chancery Judge William Chandler III is expected to rule in the case next week. H-P hopes to close the deal on May 7.
Fiorina described the six-month proxy contest as a painful experience and said the court battle had damaged the reputation of the company. She also acknowledged that the merger debate has been divisive. Management has already begun discussing what it might do differently to begin mending the company's wounds, she said.
Managers, she added, need to "spend more time talking to employees."
She also fended off a question from shareholder Daniel Hinojosa, who criticized the Compaq proxy vote for an appearance of impropriety. In his lawsuit, Hewlett claims the company coerced shareholder Deutsche Bank to switch its vote on 17 million shares at the last minute to favor the merger. H-P denies the claims.
"The managers of the company acted with integrity and propriety," Fiorina said. "I am confident in the court of the law that has been proven."
(MORE) DOW JONES NEWS 04-26-02
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