HP's chairman, former Oracle president Ray Lane, apparently sweet-talked his way out from under a shareholder threat to see him deposed.

Lane and three other HP directors met for two hours Monday with a few large, frustrated shareholders led by activist investor CtW Investment Group, a unit of labor federation Change to Win.

CtW says that "HP shareholders are once again suffering from disastrous deal making, lack of accountability and flawed oversight."

The group, including the California State Teachers' Retirement System, Colorado Public Employees' Retirement Association and New York City's comptroller, bought into Lane's "strong narrative about his role as executive chairman," but still wants HP's two longest-serving board members gone when they stand for re-election in a month because of their connection with the company's many missteps.

They are drug maker McKesson CEO John Hammergren, who runs the board's finance committee, and former Wachovia chief G. Kennedy Thompson, chairman of HP's audit committee.

CtW also wants HP's auditors Ernst & Young gone because it didn't find the alleged irregularities in Autonomy's accounting that created a huge $8.8 billion write-off.

The Wall Street Journal says the group was told that the board has set up an informal ad hoc committee to give CEO Meg Whitman strategic advice on directions, such as HP's response to Dell going private, and that outside lawyers have been hired to investigate how the HP management and the board got to the giant Autonomy acquisition.

There's also a litigation committee to review the 10 shareholder suits Autonomy sparked and to figure out HP's response.

The paper said "the efforts appeared to be aimed at demonstrating that the board has put management on a shorter leash following a string of blunders."

The three-man panel advising Meg consists of Marc Andreessen, co-founder of activist fund Relational Investors LLC Ralph Whitworth and Booz & Co senior partner Shumeet Banerji.