UPDATE 1-HP's Lane, several others narrowly keep board seats

Wed Mar 20, 2013 7:09pm EDT

By Poornima Gupta

MOUNTAIN VIEW, Calif., March 20 (Reuters) - Hewlett-Packard Co's shareholders re-elected the company's board on Wednesday, but Chairman Ray Lane and three others only narrowly kept their seats after criticism about their roles in the botched $11 billion acquisition of Autonomy Plc.

The election results, announced at HP's annual meeting in Mountain View, signalled rising displeasure with a board that investors blamed for failing to conduct proper due dilligence before buying Autonomy. HP later accused its former executives of perpetrating accounting fraud, which they have denied.

Lane, whom influential proxy firm ISS recommended voting against, won just 58.88 percent of shareholder votes, well below last year's tally.

ISS and Glass Lewis, a governance analysis firm, had recommended voting against a roster of directors.

ISS gave the thumbs-down to Lane, McKesson Corp Chief Executive John Hammergren and former Wachovia Corp CEO G. Kennedy Thompson. Glass Lewis recommended shareholders vote to remove four directors: venture capitalist Marc Andreessen, lead independent director Rajiv Gupta, Hammergren and Thompson.

Hammergren got 53.91 percent of shareholders' votes, while Thompson had 55.15 percent. Andreessen garnered 69.77 percent and Gupta got 80.25 percent.

Director Ralph Whitworth told shareholders on Wednesday to expect "some evolution" in the company's board in coming years or even months, responding to criticism over the acquisition of British software firm Autonomy Plc.

Whitworth, who runs activist hedge fund Relational Investors LLC and was named to the board of the struggling Silicon Valley computing company in 2011, said shareholders could expect some changes, but he also defended HP's board, saying it was among the best he had seen.

At the company's annual meeting in Mountain View, Whitworth acknowledged that HP's investors have "rightfully" questioned some of the transactions the company has made.

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