Hewlett-Packard Company (HP) (defendant) came to believe that one of its directors was leaking confidential information to the media. The chairman of the board identified the director in front of the board at the next board meeting. The board gave the director a chance to respond to the allegation and explain his conduct. The director then left the room to enable to the board to freely discuss any punishment. Another HP director, Thomas Perkins, did not like how HP handled the matter, believing that the chairman should have first discussed the matter with the accused director privately before bringing it up in front of the full board. Perkins voiced these concerns with the board during this meeting. Nevertheless, the board voted to ask the director who had leaked information to resign. Perkins disagreed with this decision, in addition to the process that led to it. As a result, at that same board meeting, Perkins resigned as director over the handling of the matter. HP filed a Form 8-K disclosing Perkins’s resignation. HP did not, however, include the reasons for the resignation. The Securities and Exchange Commission (SEC) commenced an investigation into this failure to disclose.