In the Matter of Hewlett-Packard Co.
Securities and Exchange Commission
Exchange Act Release No. 55801 (2007)
Hewlett-Packard (HP) (defendant) confronted a director it believed had leaked confidential information to the media, naming him before the full board rather than raising it privately first; the accused director was given a chance to respond before the board voted to ask him to resign. Fellow director Thomas Perkins objected both to how the matter was handled procedurally and to the board's ultimate decision, and resigned at the same meeting over his disagreement. HP filed a Form 8-K disclosing Perkins's resignation but omitted the reasons behind it, prompting an SEC investigation.
Whether a publicly traded company must disclose to investors the circumstances surrounding a director's or principal officer's departure when it resulted from a disagreement over company operations, policies, or practices.