HP board won't renominate Walter Hewlett as director

His `spurious' suit angered members

April 02, 2002|By COX NEWS SERVICE

Hewlett-Packard Co. said yesterday that it would not renominate Walter B. Hewlett to its board of directors after the company co-founder's son sued to block its planned merger with Compaq Computer Corp.

Hewlett is the last of the Hewlett or Packard families remaining on the HP board and has been a director for 15 years, longer than all but one other board member.

After some directors met with Hewlett last Wednesday, HP's nominating and governance committee voted unanimously to renominate him despite the bitter proxy fight the director began in November against the merger plan.

"My fellow board members and I were therefore shocked when just hours later, Walter Hewlett filed a spurious lawsuit against the company, continuing his assault on the integrity of the HP Board and management team," said Sam Ginn, the governance committee's chairman.

"His recent actions have again violated basic principles of trust and his ongoing adversarial relationship with the company undermines the board's ability to effectively conduct business," Ginn said.

At its annual meeting April 26 in Cupertino, Calif., HP is expected to formally announce it will not renominate Hewlett and will propose a slate of directors that includes current HP and Compaq directors and managers.

Hewlett's suit against HP claims that company managers fraudulently pressured a big shareholder to vote for the deal and misled other investors.

He asked a Delaware court to declare the merger defeated, or at least hold a new shareholder vote.

In a statement yesterday, Hewlett said: "It is unfortunate that the HP board has seemingly missed what the company's stockholders have clearly recognized: that dissent is not disloyalty, that healthy boards need not agree on every issue, and that, while the management and board may run a company, the stockholders are the true owners of a company."

Hewlett said that, despite his continued opposition to the merger plans, he supports the company and would have done so even if the merger were completed.

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