Questionable future for Walter Hewlett

Summary:After Walter Hewlett's campaign against the HP-Compaq merger, his seat on Hewlett-Packard's board of directors may not be so secure.

The question of whether dissident Hewlett-Packard board member Walter Hewlett will be re-nominated to the HP board may soon be resolved.

HP is expected to hold its annual shareholders meeting in the coming weeks to elect directors. The board Wednesday approved March 18 as the date of shareholders of record, meaning any person who owns shares of HP as of that date will be eligible to vote for the company's new slate of directors.

The annual shareholders meeting usually follows within 30 days after a date has been set for shareholders of record, said a source familiar with the company. And this annual shareholders meeting would come after the highly anticipated special shareholders meeting March 19, when investors are scheduled to vote on whether to spend $22 billion to acquire Compaq Computer.

Speculation has been brewing over whether HP directors will re-nominate Hewlett to another one-year term. Hewlett, son of HP co-founder William Hewlett, opposes the proposed Compaq merger and is embroiled in a proxy battle with HP's board of directors and management.

In the past five months, Hewlett has spearheaded a public campaign to persuade investors to vote against the deal, launched a marketing blitz, and released copies of board minutes and compensation information to prove his point on releasing pertinent information to shareholders.

Outside HP directors, meanwhile, have sent sharply worded letters to Hewlett, chastising some of his actions and expressing disappointment with their fellow director. Some board members have expressed reservations about re-nominating the dissident director, said a source familiar with the company.

All these attacks and counterattacks have HP watchers wondering whether Hewlett's relationship with the board might be summarized in a word: humpty-dumpty.

"Walter was elected to the board of directors to serve the interests of shareholders, and that is what he plans to do" for the rest of his current term, said a representative for Hewlett, noting that the director would be willing to serve another term should he be re-nominated.

But the prospects of a re-nomination have become increasingly dimmer in the past two to three weeks.

"There were some directors who felt it was not worth it to go through the process (of not re-nominating him), but with his recent actions these directors are now feeling it might be worth taking a bolder stroke," said a source close to the company.

Should the merger pass, a new board would be created with directors from HP and Compaq. Because the combined board allows for only two company executives, Bob Wayman, HP chief financial officer, would have to step off the board to make room for Compaq CEO Michael Capellas.

Despite the rancorous debate between Hewlett and the rest of the directors, Institutional Shareholder Services strongly advocates keeping Hewlett or another family representative on the HP board. ISS's recommendation to institutional investors to vote in favor of the deal is widely thought to have given a much-needed boost to merger supporters.

"We believe that the board would benefit materially from the continued presence of a significant shareholder on the board...a presence that would be lost if Mr. Hewlett leaves and is not replaced by another member of the Hewlett or Packard families," ISS said in its Tuesday report to clients. "An aggressive independent director with a significant stake in the company could play an invaluable role in pressing management and his or her fellow directors to make the hard decisions if things go awry."

The HP board has not held discussions on finding another family member to replace Hewlett, but one source said several family members--Susan Packard Orr, David Woodley Packard and Jean-Paul Gimon--have already served on, and resigned from, the board over the years. Given that, the source said, it might make sense for family foundations to be represented by a non-family executive.

Current Compaq board member Thomas Perkins, a general partner with Kleiner Perkins Caufield & Byers, will step down soon because of his age. Compaq directors are required to retire from the board once they hit 70 years old.

Topics: Hewlett-Packard

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