H.P.’s Board Wins Re-election, but Change May Be Coming Anyway

Members of Hewlett-Packard’s board dodged a bullet Wednesday.

Despite opposition from two shareholder advisory services and several prominent institutional investors, all of the company’s 11 board members were re-elected at the company’s annual meeting in Mountain View, Calif., on Wednesday, receiving at least the minimum 50 percent of shareholder votes.

But in a few cases, the margins of victory were unusually narrow. And one highly visible and active board member, Ralph Whitworth, indicated that changes to the board would be coming soon.

“This board is among the best I’ve seen,” said Mr. Whitworth, who runs the Relational Investors fund, and owns $800 million in H.P. stock. “Having said that, all boards should evolve, certainly when they’ve had the recent past this one does. You can expect some evolution of the board over the coming years â€" months maybe.”

H.P. has had three chief executives in as many years, and last November took an $ 8.8 billion accounting charge in conjunction with its 2011 acquisition of Autonomy, a British software company, incurring shareholder wrath.

Mr. Whitworth did not say who might be going, but several members of the board have been criticized in the run-up to Wednesday’s vote.

John Hammergren, the chairman and chief executive of McKesson Corporation, and G. Kennedy Thompson, the former chief executive of Wachovia, who are the board’s longest-serving members, have come under particular fire. Raymond Lane, the board’s chairman, and Marc Andreessen, a prominent Silicon Valley investor, were also the target of critics because of their significant roles in the Autonomy acquisition.

In Wednesday’s voting, Mr. Hammergren was re-elected with a plurality of only about 54 percent of total votes cast, while Mr. Thompson got 55 percent. Mr. Lane received a 59 percent majority, while Mr. Andreessen got 70 percent.

One other board member, Rajiv Gupta, the former C.E.O. of Rohm and Haas and a board member since 2009, received a positive vote of about 80 percent. Everyone else, including Meg Whitman, H.P.’s chief executive, received a majority of 90 percent or higher.

Mr. Whitworth was extremely positive about H.P.’s prospects, echoing early comments by Ms. Whitman that the company was well along in its rebuilding plan and would have accelerated growth in 2014.

Ms. Whitman’s comments were almost a play-by-play repeat of earlier roadmaps for H.P. - get the finances under control, rebuild customer relationships, build better products, and teach the sales force to offer more profitable packages of H.P. products.

As earlier, she framed it in the context of making H.P. a leader in a technology world of cloud computing, mobile devices, data analytics and security.

While Ms. Whitman said things were proceeding according to schedule, Mr. Whitworth was even more positive.

“There are things going on under the surface here, maybe out of the spotlight, that are just incredible,” he said.