The declaration by pension adviser CtW Investment Group sets up a potentially distracting battle in the weeks before the California computer maker's annual shareholder meeting on March 20.
Despite a good run lately HP stock has been held back by a string of troubled acquisitions. Michael Pryce-Jones, CtW senior governance policy analyst, said after Monday's meeting that the adviser will not campaign against board chairman Raymond Lane's nomination for re-election.
Pryce-Jones cited the risk of possible disruption to the giant California computer maker were Lane to lose re-election. But he said two other HP directors, G. Kennedy Thompson and John Hammergren, should be held responsible for HP missteps, like its purchase of UK software company Autonomy, tainted in the fall by accusations of accounting improprieties.
The two directors "have overseen so many missteps, so much destruction of value, that it's hard to believe this effort to turn around the company can proceed with them on the board," Pryce-Jones said in a telephone interview.
Thompson was formerly chairman and CEO of Wachovia Corp, the North Carolina bank bought by Wells Fargo & Co in 2008. Hammergren is chairman and CEO of U.S. drug wholesaler McKesson Corp.
Thompson chairs the HP board's audit committee, while Hammergren chairs the board's finance and investment committee, according to HP's proxy.
Pryce-Jones also said the adviser will urge investors to vote against the renewal of HP's auditing firm Ernst & Young.
Since last month, CtW has been raising questions about HP's governance and the role of auditor Ernst & Young, which has performed non-auditing work for HP as well.
Shares in HP have performed well so far in 2013, helped by better-than-expected quarterly results last week under cost-cutting by CEO Meg Whitman. The stock fell 0.7 percent to $19.07 in trading on Monday.
But the shares have failed to recover to their value above $54 in 2010 as it cycled through CEOs. In addition to the Autonomy deal, CtW has criticized HP for write-downs following acquisitions of Electronic Data Systems Corp and Palm.
Monday's meeting, held at the Washington, D.C., office of the Council of Institutional Investors, was attended by HP's Lane and by about 20 other investors, both in person and via conference call, said Pryce-Jones.
Asked about the meeting before it ended, HP sent a statement that read: "HP regularly meets with our investors, particularly in advance of our annual shareholder meeting. These meetings often include members of our Board of Directors. We look forward to discussing any concerns this particular group of investors may have."
An Ernst & Young spokeswoman declined to comment.
Pryce-Jones declined to give many specifics about what Lane and others from HP said at the meeting. He said Lane "came across as credible. He turned up and he's laid his reputation" on the company's turnaround, Pryce-Jones said.
CtW, affiliated with the labor group Change to Win, advises union pension funds with roughly $200 billion in assets.
Change to Win is a federation of U.S. unions with 5.5 million members pushing to organize and represent workers in sectors like health care, hotels and ports.
HP's annual meeting is scheduled for March 20 in Mountain View, California.
(Reporting by Ross Kerber; additional reporting by Poornima Gupta; Editing by Jeffrey Benkoe, Nick Zieminski and M.D. Golan)