Calpers, which owns 17.85 million voting shares in H-P, said it will withhold votes for directors Lawrence Babbio, Patricia Dunn, George Keyworth, Robert Knowling and Sanford Litvack. Besides expressing concern with the auditing issue, Calpers singled out Litvack for criticism: He "has a poor attendance record and a business relationship with the company that Calpers believes could impair his objectivity," the fund commented.

In an SEC filing, H-P said all directors attended at least 75% of board and committee meetings except for Litvack, who only showed up 63% of the time.

Litvack was a lawyer with the firm of Dewey Ballantine from March 2001 to December 2002. H-P retained the firm's legal services during fiscal 2003, which began in November 2002.

H-P will hold its shareowners meeting on March 17; the company's shares were recently up 12 cents, or 0.5%, to $22.45.