Since Hewlett, an HP director and son of co-founder William Hewlett, became vocal last month over his opposition to the merger and launched a battle to line up shareholder votes, company directors and sources close to the board have said some executives and board members may resign should shareholders turn down the deal.
Stephen Neal, Hewlett's attorney, sent a letter last week to HP's attorney Larry Sonsini, requesting that HP and its directors either indicate which board members and executives would quit or "correct" such statements, according to a copy of the letter filed with the Securities and Exchange Commission on Tuesday.
"As you are no doubt aware, (HP director) Richard Hackborn was quoted in today's New York Times asserting that if the Hewlett-Packard stockholders do not approve the proposed merger, then management and the board of directors will resign," Neal stated in his letter, dated Dec. 12. "Mr. Hackborn's statement follows similar statements previously attributed in the press to confidential sources close to the board. Although you previously discounted these reports in conversations with me, the threats no longer can be ignored."
Neal added: "The threats raise serious questions about the directors' compliance with their fiduciary duties and clearly are not in the best interest of shareholders. If the threats are true, then Hewlett-Packard must immediately provide detailed information to the shareholders and the market about which members of management and which directors will resign."
Hackborn said in the Times article: "If the merger gets turned down by shareholders...they will have to get a board and a management to fix the PC business and these other problems."
"Any speculation on what an HP board member or executive will do pending the outcome of the merger vote is just that--speculation," Sonsini said.
Given Hewlett's concerns, some may wonder whether he has started to assemble his own slate of directors to place on his proxy once it is filed, or if he's tapped a few prospective candidates who may be interested in serving on the board, outside of a formal slate of directors on a proxy.
But Joele Frank, a spokeswoman for Hewlett, said Hewlett has no intention of submitting his own slate of directors.