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Carly Fiorina, whose controversial six years as head of Hewlett-Packard Co. was highlighted by the company’s purchase of Compaq Computer Corp. in 2002, resigned Wednesday as chairman and CEO.

HP Chief Financial Officer Robert Wayman will step in as interim CEO, while Patricia Dunn, a member of the board of directors since 1998, will take over as non-executive chairman, HP said in a statement released Wednesday morning. Wayman also was named to the board of directors.

Both appointments take effect immediately.

“Carly Fiorina came to HP to revitalize and reinvigorate the company,” Dunn said in a statement. “She had a strategic vision and put in place a plan that has given HP the capabilities to compete and win. We thank Carly for her significant leadership over the past six years as we look forward to accelerating execution of the company’s strategy.”

Fiorina said that the resignation was the result of disagreements on HP’s future.

“While I regret the board and I have differences about how to execute HP’s strategy, I respect their decision,” she said in a statement. “HP is a great company and I wish all the people of HP much success in the future.”

Fiorina will retain her pension, according to HP.

During conference calls Wednesday morning with analysts and media, Wayman said he will focus his efforts during his stint as interim CEO on executing on the existing strategy. Wayman, who has talked of retirement in recent months, said he will return to his CFO post once Fiorina’s successor is found.

He also said Fiorina’s resignation was not prompted by financial results. HP is scheduled to report its quarterly results Feb. 16, and that the results are in line with analyst expectations.

Dunn said that the board reached a decision on Tuesday and asked Fiorina to resign. She agreed. Dunn also said that the board had been discussing options for several weeks. Those deliberations included discussions with outside advisers, including Larry Sonsini, HP’s legal counsel during the proxy fights over the Compaq acquisition.

“It is not a sudden decision,” she said. “We have had a series of deliberations over the course of weeks and longer. … It may seem precipitous, but it was a well-deliberated decision.”

Fiorina’s resignation follows months of criticism from inside the industry and inconsistent results. In the third quarter last year, HP stunned analysts when it announced that its Enterprise Storage and Servers group lost $208 million, due to problems with order fulfillment and a migration of its order management operations.

For more on the Enterprise Storage and Servers group’s loss and the shakeup that followed, click here.

Over the past year, Fiorina also has consolidated HP’s businesses, last year combining its enterprise systems group with its services unit, and earlier this year folding its PC business into the highly profitable Imaging and Printing Group, which generates almost three quarters of HP’s revenues.

Over the past few years, Fiorina also has overseen HP’s Adaptive Enterprise utility computing strategy, with the goal of making technology more responsive to business needs.

However, it was the company’s purchase of Compaq for about $19 billion that Fiorina will be remembered for. That purchase followed a bitter proxy battle with HP heir Walter Hewlett, who worried that bringing Compaq into the fold would hurt the company’s profitable businesses and force it to rely too heavily on a shaky PC business. The board of directors backed Fiorina’s decision to pursue the purchase.

The pressure had been mounting on Fiorina, 50, in recent weeks. Reports circulated last month that the board of directors was considering pulling back on some of Fiorina’s duties. HP spokespeople denied that any changes were under way.

Next Page: Board: Leadership change needed.

During the conference call, Dunn said the board is comfortable with the direction of the company, but it felt a leadership change was needed.

“This is not a change related to strategy,” Dunn said. “It’s a change due to the decision to accelerate that strategy. … The board reviews the company’s performance and leadership performance … and concluded that a change now is in the best interest of the company.”

Dunn said Fiorina and her leadership team turned around the company “in remarkable fashion” and that she did a good job steering the Compaq acquisition, but the board believed a new person should be brought in to take the HP forward.

For the past few years, one of the key issues debated in the industry has been whether HP should spin off a part of its business—in particular, the Imaging and Printing Group—to give HP a better focus. During a meeting with financial analysts in December, Fiorina said the board over the past few years had addressed that issue at least three times, and each time decided against it. Fiorina and other executives said one of HP’s strengths was its large portfolio of products, giving customers a single place for most of their IT needs.

During Wednesday morning’s calls, Wayman and Dunn said they didn’t anticipate any changes in that stance, saying the board is comfortable with the current portfolio.

“We have a unique portfolio, one that is stronger together than apart,” Wayman said.

The issue came down to growing the company’s offerings.

“The portfolio assembled at HP is unique,” she said, adding that it is “a collection of businesses that have the ability and, indeed, the expectation of performing along with the best in class in their market in products and services.”

That has been a key issue for HP, which has positioned itself to compete on a number of fronts. In servers, analysts say it is being squeezed by IBM on the high end and Dell Inc. on the low end.

In the highly commoditized PC market, it has been battling Dell for the top spot for several years, although in recent months executives have said they are willing to trade market share for profits. Dell also has entered the printing business, HP services run up against IBM’s massive IBM Global Services unit, and the company’s push into consumer electronics runs it up against such established vendors as Sony Corp.

HP is expanding its presence in the living room with an HDTV media hub and high-definition TVs and home projectors. Click here to read more.

Wayman was reluctant to talk specifically about various business units, but did say that the PC business, which had lost money for several quarters after the Compaq merger, had been profitable over the past few quarters, though more was expected of the unit. He also said that on the enterprise side, the storage business had been “a significant disappointment last year”—losing money and market share and falling behind on product road maps—and that “we need to ensure that we have a management team and set of management policies to make sure that doesn’t happen again.”

Neither Dunn nor Wayman would comment on the qualifications the board is looking for in the next CEO, although Dunn did say the new CEO would be expected to be “more hands on” in executing the company’s strategy. They said all candidates—both inside and outside the company—will be considered, although Dunn hinted that the expectations are that the new CEO will come from outside.

Internally, two top candidates appear to be Ann Livermore, executive vice president of the Technology Solutions Group—which includes enterprise hardware and services—and Vyomesh Joshi, executive vice president of the Imaging and Personal Systems Group. Livermore had been considered a candidate for the CEO job before Fiorina came on board from Lucent Technologies Inc.

In a statement, the board of directors said it will immediately start a search for Fiorina’s replacement. Dunn said that no potential candidates have been contacted yet.

“We brought Carly to the company to execute a major transformation impacting the company’s [culture] and portfolio,” Dunn said. “We think she did an outstanding job. … The company’s a different one than the one Carly found six years ago.”

What needs to be done now, she said, is to push that portfolio forward.

Editor’s Note: This story was updated to include comments from Dunn and Wayman.

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