UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 14A |
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Proxy
Statement Pursuant to Section 14(a) of |
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Filed by the Registrant x |
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Filed by a Party other than the Registrant o |
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Check the appropriate box: |
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
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HEWLETT-PACKARD COMPANY |
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(Name of Registrant as Specified In Its Charter) |
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
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Payment of Filing Fee (Check the appropriate box): |
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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(1) |
Title of each class of securities to which transaction applies: |
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(2) |
Aggregate number of securities to which transaction applies: |
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
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Proposed maximum aggregate value of transaction: |
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Total fee paid: |
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Fee paid previously with preliminary materials. |
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
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(1) |
Amount Previously Paid: |
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(2) |
Form, Schedule or Registration Statement No.: |
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Filing Party: |
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Date Filed: |
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This proxy statement supplement, dated February 3, 2009, supplements the proxy statement (which we refer to as the Proxy Statement) filed with the U.S. Securities and Exchange Commission on January 20, 2009 relating to the annual meeting of stockholders of Hewlett-Packard Company (HP) to be held on Wednesday, March 18, 2009 at 2:00 p.m., local time, at the Santa Clara Convention Center, 5001 Great America Parkway, Santa Clara, California. The purpose of this supplement is to correct some calculation errors in the Proxy Statement as described below. Except as described in this supplement, the information provided in the Proxy Statement continues to apply. To the extent that information in this supplement differs from or updates information contained in the Proxy Statement, the information in this supplement is more current.
Executive CompensationTax Gross-Up Table
As a result of certain calculation errors, some of the amounts included in the Tax Gross-Up Table on page 47 of the Proxy Statement are incorrect. These errors had the effect of overstating the total tax gross-up amounts received by each named executive officer during fiscal 2008. The table below shows the amount of these overstatements:
Name |
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Overstatement of Total |
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Mark V. Hurd |
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75,697 |
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Catherine A. Lesjak |
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559 |
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Randall D. Mott |
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2,805 |
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Vyomesh I. Joshi |
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9,771 |
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R. Todd Bradley |
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6,235 |
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Ann M. Livermore |
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10,112 |
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The corrected Tax Gross-Up Table and footnotes are set forth below:
Tax Gross-Up Table
Name |
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Gross-Up |
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Reconciliation |
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Other |
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Total |
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Mark V. Hurd |
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44,495 |
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4,117 |
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48,612 |
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Catherine A. Lesjak |
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348 |
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46 |
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394 |
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Randall D. Mott |
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2,663 |
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73 |
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2,736 |
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Vyomesh I. Joshi |
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3,714 |
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327 |
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4,041 |
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R. Todd Bradley |
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3,879 |
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(6,368 |
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321 |
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(2,168 |
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Ann M. Livermore |
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4,903 |
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197 |
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5,100 |
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(1) |
Under HP policy, the CEO is eligible to receive a tax gross-up for the first 25 hours of personal usage of company aircraft, and other Executive Council members are eligible for a gross-up of taxes associated with personal use of company aircraft only in the case of spousal travel for attendance at HP events to which spouses have been invited. |
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(2) |
Represents a reconciliation of estimated expenses advanced in the previous year. |
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(3) |
Represents amounts reimbursed to the NEOs for taxes on meals and other event-related expenses associated with attendance at HP events to which family members were invited. |
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Executive CompensationSummary Compensation Table
As a result of the errors in the Tax Gross-Up Table discussed above, the fiscal 2008 amounts for each named executive officer that appear in the All Other Compensation column and in the Total column of the Summary Compensation Table on page 44 of the Proxy Statement were overstated by the respective amounts set forth in the Overstatement of Total Gross-Up Amounts column in the first table above. The corrected Summary Compensation Table is set forth below:
Summary Compensation Table
Name and Principal |
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Salary |
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Bonus |
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Stock |
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Option |
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Non-Equity |
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Change in |
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All Other |
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Total |
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Position |
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Year |
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($) |
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($) |
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($) |
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($) |
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($) |
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($) |
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($) |
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($) |
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Mark V. Hurd |
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2008 |
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1,450,000 |
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5,341,882 |
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12,943,621 |
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3,447,542 |
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18,590,000 |
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3,087 |
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662,695 |
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42,438,827 |
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Chairman, Chief Executive |
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2007 |
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1,437,500 |
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1,386,000 |
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6,238,795 |
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3,724,919 |
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11,949,789 |
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2,386 |
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514,072 |
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25,253,461 |
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Officer and President |
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Catherine A. Lesjak |
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2008 |
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625,000 |
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701,408 |
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1,787,969 |
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464,105 |
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1,953,760 |
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(33,346 |
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52,901 |
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5,551,797 |
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Executive Vice President and |
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2007 |
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521,667 |
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545,969 |
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479,528 |
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1,718,950 |
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433,307 |
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41,780 |
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3,741,201 |
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Chief Financial Officer |
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Randall D. Mott |
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2008 |
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690,000 |
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7,070,958 |
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2,727,079 |
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1,547,907 |
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16,068,000 |
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967 |
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185,418 |
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28,290,329 |
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Executive Vice President and |
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2007 |
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690,000 |
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3,004,110 |
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1,461,817 |
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1,659,450 |
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747 |
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574,824 |
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7,390,948 |
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Chief Information Officer |
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Vyomesh I. Joshi |
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2008 |
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820,000 |
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2,891,888 |
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3,124,617 |
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15,197,845 |
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(311,000 |
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71,605 |
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21,794,955 |
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Executive Vice President, |
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2007 |
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815,000 |
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1,839,807 |
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2,780,603 |
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5,935,984 |
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564,884 |
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95,926 |
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12,032,204 |
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Imaging and Printing Group |
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R. Todd Bradley |
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2008 |
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820,000 |
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907,415 |
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3,918,198 |
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1,895,725 |
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13,222,059 |
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1,184 |
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287,276 |
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21,051,857 |
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Executive Vice President, |
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2007 |
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796,250 |
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2,316,913 |
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1,752,098 |
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2,267,300 |
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917 |
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540,605 |
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7,674,083 |
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Personal Systems Group |
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Ann M. Livermore |
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2008 |
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820,000 |
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917,586 |
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3,049,735 |
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2,302,532 |
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13,601,216 |
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(216,460 |
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66,772 |
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20,541,381 |
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Executive Vice President, |
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2007 |
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815,000 |
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1,706,226 |
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2,858,038 |
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9,633,299 |
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470,053 |
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192,658 |
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15,675,274 |
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Technology Solutions Group |
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The errors in the Tax Gross-Up Table discussed above had the following effects on the other compensation tables that appear in the footnotes to the Summary Compensation Table in the Proxy Statement:
· The amounts for each named executive officer that appear in the two Other Compensation columns in the table on page 45 of the Proxy Statement were overstated by the respective amounts set forth in the Overstatement of Total Gross-Up Amounts column in the first table above; and
· The amounts for each named executive officer that appear in both the Tax Gross-Up column and the Total AOC column of the All Other Compensation Table on page 46 of the Proxy Statement were overstated by the respective amounts set forth in the Overstatement of Total Gross-Up Amounts column in the first table above.
The footnotes to the Summary Compensation Table in the Proxy Statement are unchanged except as set forth above.
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