UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): August 12, 2007
H&R BLOCK, INC.
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(Exact name of registrant as specified in charter)
MISSOURI 1-6089 44-0607856
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(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification Number)
ONE H&R BLOCK WAY, KANSAS CITY, MO 64105
(Address of Principal Executive Offices) (Zip Code)
(816) 854-3000
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
This Form 8-K is being filed in connection with the announcement by H&R Block,
Inc. (the "Company") that, on August 12, 2007, the Company's Board of Directors
(the "Board") voted to eliminate its staggered board structure starting with its
annual meeting of shareholders ("Annual Meeting") to be held in calendar year
2008 (the "2008 Annual Meeting"). The Company's press release issued on August
13, 2007 in connection with the foregoing is incorporated herein by reference
and is attached hereto as Exhibit 99.1.
ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR
(a) In connection with the Board's decision to eliminate the Company's staggered
Board structure, on August 12, 2007, the Board approved an amendment to the
Restated Articles of Incorporation of the Company (the "Charter Amendment")
that, upon effectiveness, would provide that all directors will be elected at
each Annual Meeting to hold office until the next succeeding Annual Meeting or
until such director's successor has been elected and qualified. The Company
intends to hold a special meeting of shareholders before the end of the year to
seek shareholder approval of the Charter Amendment, which is necessary to effect
the change in Board structure.
On August 12, 2007, the Board also approved and adopted certain related
amendments to the Amended and Restated Bylaws of the Company (the "Bylaw
Amendments"). Upon effectiveness, the Bylaw Amendments would (i) remove all
references to the staggered board structure and provide that all directors will
be elected at each Annual Meeting to hold office until the next succeeding
Annual Meeting or until such director's successor has been elected and qualified
and (ii) in order to ensure that the Board is fully declassified starting with
the 2008 Annual Meeting, provide that in order to qualify for election and
service as a director, each incumbent director must agree to resign from any
portion of his or her current term that extends beyond the certification of the
election results of the next annual election of directors. The Bylaw Amendments
will take effect upon effectiveness of the Charter Amendment.
The texts of the Charter Amendment and the Bylaw Amendments are incorporated
herein by reference and are attached hereto as Exhibits 99.2 and 99.3,
respectively.
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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit No. Description
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99.1 Press Release of H&R Block, Inc., issued August 13, 2007.
99.2 Amendment to the Restated Articles of Incorporation of H&R Block,
Inc. (approved by the Board of Directors and subject to
shareholder approval at a special meeting to be called prior to
the end of 2007)
99.3 Amendments to the Amended and Restated Bylaws of H&R Block, Inc.
(subject to shareholder approval of the Charter Amendment filed
as Exhibit 99.2)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
H&R BLOCK, INC.
Date: August 13, 2007 By:/s/ Bret G. Wilson
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Bret G. Wilson
Vice President and Secretary
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release of H&R Block, Inc., issued August 13, 2007.
99.2 Amendment to the Restated Articles of Incorporation of H&R Block,
Inc. (approved by the Board of Directors and subject to
shareholder approval at a special meeting to be called prior to
the end of 2007)
99.3 Amendments to the Amended and Restated Bylaws of H&R Block, Inc.
(subject to shareholder approval of the Charter Amendment filed
as Exhibit 99.2)
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EXHIBIT 99.1
[H&R BLOCK LOGO]
NEWS RELEASE
FOR FURTHER INFORMATION
MEDIA CONTACTS: Adam Miller or Michael Pascale, Abernathy MacGregor Group,
212-371-5999
H&R BLOCK DIRECTORS APPROVE DECLASSIFICATION OF BOARD
FOR IMMEDIATE RELEASE Aug. 13, 2007
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KANSAS CITY, Mo. - H&R Block, Inc. (NYSE: HRB) today announced that its
board of directors voted to eliminate its staggered board structure starting
with its 2008 annual meeting.
The action follows discussions with several of the company's largest
institutional shareholders. The company intends to hold a special meeting of
shareholders before Dec. 31 to seek shareholder approval of an amendment to the
company's articles of incorporation necessary for the change in board structure.
In order to ensure that the board is fully declassified starting with
the 2008 annual meeting, the board also adopted a bylaw amendment under which,
to qualify for election and board service, each incumbent director must agree to
resign from any portion of his or her current term that extends beyond the 2008
annual meeting. The bylaw amendment will take effect when the amendment to the
articles becomes effective.
"Eliminating our classified board structure will further enhance H&R
Block's strong corporate governance practices," said Mark Ernst, Chairman,
President and Chief Executive Officer of H&R Block. "Under our proposed new
structure, each board member would be voted on by shareholders every year. Based
upon my discussions with several of our largest shareholders over the last
several weeks, we feel that this level of accountability is in the best
interests of all our shareholders."
# # #
ABOUT H&R BLOCK
H&R Block Inc. (NYSE: HRB) is a leading provider of tax, accounting, and related
financial products and services. H&R Block is the world's largest tax services
provider, having prepared more than 400 million tax returns since 1955. The
company and its subsidiaries reported revenues of $4.0 billion and net income
from continuing operations of $374.3 million in fiscal year 2007. The company
has continuing operations in three principal business segments: Tax Services
(income tax return preparation and related services and products via in-office,
online and software solutions); Business Services (accounting, tax and business
consulting services primarily for midsized companies); and Consumer Financial
Services (tax-related banking services along with brokerage services, investment
planning and related financial advice). Headquartered in Kansas City, Mo., H&R
Block markets its continuing services and products under two leading brands -
H&R Block and RSM McGladrey. For more information visit our Online Press Center
at www.hrblock.com.
FORWARD-LOOKING STATEMENTS
This release may contain forward-looking statements, which are any statements
that are not historical facts. These forward-looking statements are based upon
the current expectations of the company and there can be no assurance that such
expectations will prove to be correct. Because forward-looking statements
involve risks and uncertainties and speak only as of the date on which they are
made, the company's actual results could differ materially from these
statements. These risks and uncertainties relate to, among other things, the
company's pending sale of Option One Mortgage Corp.; competitive factors;
regulatory capital requirements; the company's effective income tax rate;
litigation; and changes in market, economic, political or regulatory conditions.
Information concerning these risks and uncertainties is contained in Item 1A of
the company's 2007 annual report on Form 10-K and in other filings by the
company with the Securities and Exchange Commission.
IMPORTANT ADDITIONAL INFORMATION
On July 31, 2007, H&R Block began mailing to its shareholders a definitive proxy
statement in connection with H&R Block's 2007 Annual Meeting of Shareholders.
H&R Block urges its security holders to read the definitive proxy statement (as
well as any amendments or supplements to the proxy statement) and other
documents relating to the 2007 Annual Meeting when they become available,
because the definitive proxy statement contains, and other documents will
contain, important information. Security holders may obtain free copies of the
definitive proxy statement (as well as any amendments or supplements to the
proxy statement) and other relevant documents when available (including any
additional proxy solicitation materials filed with the Securities and Exchange
Commission (SEC)) at the SEC's website (www.sec.gov). In addition, copies of the
definitive proxy statement and other documents may be obtained for free by
directing a request to: H&R Block, Inc., Attn: Corporate Secretary, 1 H&R Block
Way, Kansas City, MO 64105, (816) 854-3000 or from our website
(www.hrblock.com). Copies of the proxy materials also may be requested by
contacting our proxy solicitor, Innisfree M&A Incorporated, at 877-456-3463
toll-free.
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EXHIBIT 99.2
Article 6, Section B of the Restated Articles of Incorporation of the
Company shall be amended and restated in its entirety to read as follows:
(B) Election of Directors. Directors shall be elected at each
Annual Meeting of shareholders to hold office until the next succeeding
Annual Meeting of shareholders or until such director's successor has
been elected and qualified. The term of office of each director shall
begin immediately after his election and each director shall hold
office until the next succeeding Annual Meeting of shareholders or
until such director's successor has been elected and qualified and
subject to prior death, resignation, retirement or removal from office
of the director. No decrease in the number of directors constituting
the board of directors shall reduce the term of any incumbent director.
EXHIBIT 99.3
Section 15(a) of the Amended and Restated Bylaws of the Company (the
"Bylaws") shall be amended and restated in its entirety, and shall become
effective upon the filing of a Certificate of Amendment with the Secretary of
State of the State of Missouri implementing the Charter Amendment, to read as
follows:
15. INCUMBENCY OF DIRECTORS. (a) Election and Term of Office.
Directors shall be elected at each Annual Meeting of shareholders to
hold office until the next succeeding Annual Meeting of shareholders or
until such director's successor has been elected and qualified. The
term of office of each director shall begin immediately after his
election and each director shall hold office until the next succeeding
Annual Meeting of shareholders or until such director's successor has
been elected and qualified and subject to prior death, resignation,
retirement or removal from office of the director. No decrease in the
number of directors constituting the board of directors shall reduce
the term of any incumbent director.
A new Section 15(c) of the Bylaws shall be added and shall become
effective upon the filing of Certificate of Amendment with the Secretary of
State of Missouri implementing the Charter Amendment, to read as follows:
(c) Qualification of Directors. To qualify for election or service as a
director of the corporation, each incumbent director shall agree to resign from
any portion of his or her current term that extends beyond the certification of
the election results of the next annual election of directors.