HP Won't Renominate Walter Hewlett to Board

In a statement, HP said the board's decision not to nominate Hewlett, who is contesting the HP shareholder vote on the merger, was based on his adversarial relationship with the company and in particular the lawsuit that he filed. It also cited "concerns about his lack of candor and issues of trust."

Walter Hewlett was not immediately available for comment.

On March 19, after HP shareholders voted on the merger, Hewlett said during a press conference that he would like to remain on HP's board whether or not a final vote tally showed that shareholders had ultimately decided to back the merger.

But Hewlett also noted that the decision was up to a nominating committee and he wasn't sure what they would decide. Hewlett has been an HP board member since 1987.

HP said in the statement that prior to Hewlett filing the lawsuit, the nominating committee had voted unanimously to reappoint him to the board.

Hewlett filed suit last week against HP in Delaware Chancery Court in an effort to prevent the deal from going through. He alleged that HP management bought votes in the contentious HP shareholder vote last month and misled a key adviser about the deal.

HP has called the suit baseless.

The suit came after Hewlett waged a four-month battle against the merger--which was strongly backed by HP CEO Carly Fiorina. Hewlett, who is the son of HP co-founder Bill Hewlett, built a block of more than 18 percent of family-held shares voting against the deal.

HP says preliminary estimates show it won the shareholder vote while Walter Hewlett says the vote was too close to call with a margin of victory of less than 1 percent. The final tally won't be finished for several weeks.

HP will hold a shareholder meeting to vote on the board candidates on April 26.

Both Compaq and Hewlett-Packard shares were lower in morning trading amid a general market downtrend with Compaq shares off 20 cents or about 2 percent at $10.25 and Hewlett-Packard shares down 24 cents, or 1.3 percent, at $17.69 in New York Stock Exchange trade.

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