Best proxy statement (mid-cap) Hewlett Packard Enterprise
Derek Windham, HPE
Hewlett Packard Enterprise (HPE) takes a thoughtful approach to its proxy statement, as it does to corporate governance overall. The 2021 vintage demonstrates a strong quality of disclosure and engagement with the world around the company in the context of governance and the role of the board.
It also shows improvements over the previous year as the result of a major rethink. And HPE’s efforts include effective use of technology that one of our judges describes as ‘very fluid’.
The 2021 HPE proxy statement was completely redesigned with modern styling that, in the words of the company’s award submission, ‘emphasized the substance of the disclosure over graphical distractions'.
The company states: ‘While infographics were helpful in providing ‘at-a-glance’ information for stockholders, the proxy team concluded that HPE’s priorities had to shift during a year of pandemic, civil unrest and unprecedented climate change events.’
As a result, the 2021 proxy design was overhauled with the ethos of making it approachable, readable and engaging to stakeholders, HPE says. The layout, font and graphical highlights were totally revamped to promote readability and accessibility.
For example, the firm replaced infographics taking up large amounts of real estate with robust and expansive disclosures sought by shareholders. Text-heavy infographics had created cluttered visuals that could cause shareholders to miss important information, the company says. ‘By streamlining the graphics while relying on the layout improvement, HPE ensured conceptual graphical integration,’ it adds.
Derek Windham, vice president, associate general counsel and assistant corporate secretary at HPE, says of the revamp that the company’s Form 10Ks and Form 10Qs are available publicly but are more targeted at finance professionals. HPE wants the proxy statement to be a helpful means for investors to understand its approach to governance, management and linking pay to performance, among other things.
He says the team has experimented and tries not to go too far in being text or graphics-heavy. For example, it is sometimes possible to lose substance and break the narrative flow if there are too many graphics, he adds.
ESG disclosures In its 2021 proxy statement, HPE expanded its ESG disclosure from a single page in the ‘governance’ section to its own separate ‘Living Progress’ section – named after the company’s CSR program – at the front of the document. The program, which is overseen by the board’s nominating, governance and social responsibility committee, showcases HPE’s efforts to use innovation in creating sustainable IT solutions. Windham notes that readers of proxy statements tend to look at their opening (governance) and closing (executive compensation) sections and promoting the ESG disclosure to the front indicates its importance to the company.
Civil unrest affected the US and other countries in 2020 amid the pandemic and calls for racial justice. Windham explains that HPE had been listening to what was on the minds of internal leaders based on their conversations with stakeholders such as employees and suppliers and wanted to communicate that the company understood the importance of the issues and was thinking about them.
The team also spent a lot of time working on its searchable and interactive online proxy platform. Windham says HPE found investors are using these versions on engagement calls more than the print version. He also notes that improvements were made bearing in mind that many people don’t use the online version as something to read through but look at specific topics of interest such as director selection or links between pay and performance.
