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HP’s Annual Stockholders Meeting Could See Fireworks

HP would like nothing more than to spend the day uneventfully but its board is expected to come under pressure

Hoping to hold the feet of HP's board to the fire and produce some blisters, former Autonomy CEO Mike Lynch sent shareholders an open letter Wednesday morning ahead of the annual stockholders meeting Wednesday afternoon asking five questions about the $11 billion Autonomy acquisition that produced an $8.8 billion write-off.

Certainly the press, which was e-mailed copies of the letter, would like to have answers to Lynch's questions about HP's evidence for its charges and how it calculated the write-off but HP is likely to refuse any details ahead of the regulatory investigations it put in train in both the US and Britain.

Lynch, who denies HP's claims that Autonomy's books were cooked to get HP to overpay for the British software house, holds HP's mismanagement of the acquisition responsible for its ostensible failure.

He says in the letter that he and his team "refuse to be a scapegoat for HP's own failings."

Lynch and Autonomy's former CTO recently hired criminal lawyers.

HP would like nothing more than to spend the day uneventfully but its board is expected to come under pressure because of calls from stockholder advisers Institutional Shareholder Services (ISS) and Glass Lewis not to re-elect chairman Ray Lane, the former president and COO of Oracle, and as many as four other directors for falling asleep at the switch during the massive Autonomy acquisition.

At issue are the further services of long-serving directors McKesson CEO and head of the board's finance committee John Hammergren and private equity principal and head of the audit committee G. Kennedy Thompson as well as VC Marc Andreessen and lead independent director Rajiv Gupta.

Lane, ISS said, bears the most responsibility for the blighted acquisition he pushed for.

Glass Lewis wants HP's auditor Ernst & Young fired.

Some of the company's large investors like the mighty California pension fund, Calpers, have already said they won't support the entire slate of directors.

HP's reaction to the activism has so far been to say that "We feel we have the right board in place to turn HP around."

CEO Meg Whitman has said the turnaround, which judging from the last quarter appears to be slowly progressing, will take another four or five years.

Here's Lynch's letter:

Today HP will hold its annual shareholder meeting. This meeting provides a moment of accountability for HP's Board of Directors to all its stakeholders, and is an appropriate time for the Board to address material questions.

A significant issue for HP's stakeholders is the allegations HP has made against the former management team of Autonomy in relation to the acquisition of that company, and the related impairment charge of $8.8 billion taken against shareholder funds. As a member of the former management team of Autonomy I have a shared interest with the shareholders of HP (of which I am not one) in getting to the bottom of those allegations, understanding exactly what happened within HP related to this situation and resolving it as soon as possible.

We therefore put forward some questions that we believe HP's Board of Directors needs to answer at the shareholder meeting:

1. Can the Board provide details and evidence of the allegations it has made against the former management team of Autonomy to shareholders and to the people it has accused, so that everyone can understand the allegations that are being made and how it relates to the decisions and statements the Board has made? Can the Board confirm when it first became aware of these specific allegations? Will the Board provide the report from PwC on which its allegations are based to the former Autonomy management team so that this issue can move toward resolution? Will the Board also make available the conclusions of the findings of the recently appointed committee investigating the circumstances of the acquisition?

2. How did HP calculate the impairment charge it has taken against Autonomy? Several qualified commentators, including a former Chief Accountant of the SEC, have questioned how the alleged irregularities in Autonomy's accounting could generate such a large write-down. How much of the impairment charge was related to the operating performance of Autonomy post-acquisition?

3. Did HP approach the UK Takeover Panel at any stage in an attempt to rescind its offer to buy Autonomy before completion? If so what was the reason it gave and why was this material change of view not communicated to shareholders?

4. The former management of Autonomy began alerting Ms Whitman as early as December 2011 to significant problems with the integration of Autonomy into HP that were negatively impacting its performance. When did Ms Whitman acknowledge that Autonomy was not performing against expectations? Why was this not communicated to shareholders at that time?

5. Will HP commit to behaving in a transparent manner in providing information about these allegations and the legal processes that have been set in motion? This includes not pre-empting announcements by regulatory authorities and not waiting long periods to disclose information.

We continue to reject the allegations made against us by HP and believe it is in the interests of all parties that these questions be addressed directly by the Board so this issue can be resolved as swiftly as possible. HP has acted in an aggressive and unusual manner throughout this episode, making highly damaging public accusations without providing any supporting evidence, either to the public or to the people they have accused.

As we have said before, we believe the problem with the Autonomy acquisition by HP lies in the mismanagement of that business by HP under its ownership, making it impossible for Autonomy to deliver on HP's expectations. Autonomy's accounts were fully audited by Deloitte throughout the period in question and Deloitte has confirmed that it conducted its audit work in full compliance with regulation and professional standards. We refuse to be a scapegoat for HP's own failings.

Dr Mike Lynch

More Stories By Maureen O'Gara

Maureen O'Gara the most read technology reporter for the past 20 years, is the Cloud Computing and Virtualization News Desk editor of SYS-CON Media. She is the publisher of famous "Billygrams" and the editor-in-chief of "Client/Server News" for more than a decade. One of the most respected technology reporters in the business, Maureen can be reached by email at maureen(at)sys-con.com or paperboy(at)g2news.com, and by phone at 516 759-7025. Twitter: @MaureenOGara

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