UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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H&R Block, Inc.
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On August 13, 2007, H&R Block, Inc. (the "Company") issued (1) a press release,
attached hereto as Exhibit 1, announcing the vote of the Company's Board of
Directors to eliminate its staggered board structure starting with its annual
meeting of shareholders to be held in calendar year 2008 and (2) a Q&A related
to the press release, attached hereto as Exhibit 2. Also on August 13, 2007, the
Company filed with the Securities and Exchange Commission a Current Report on
Form 8-K, which contains the text of the amendments to the Company's Restated
Articles of Incorporation and Amended and Restated Bylaws referred to in the
press release.
IMPORTANT ADDITIONAL INFORMATION
On July 31, 2007, H&R Block began the process of mailing its definitive proxy
statement (the "Proxy Statement"), together with a WHITE proxy card, in
connection with H&R Block's 2007 Annual Meeting of Shareholders. THE PROXY
STATEMENT CONTAINS IMPORTANT INFORMATION ABOUT H&R BLOCK AND THE 2007 ANNUAL
MEETING. H&R BLOCK URGES ITS SHAREHOLDERS TO READ THE PROXY STATEMENT CAREFULLY.
Shareholders may obtain additional free copies of the Proxy Statement and other
documents filed with the Securities Exchange Commission (SEC) by H&R Block
through the website maintained by the SEC at www.sec.gov. In addition, copies of
the Proxy Statement and other documents may be obtained free of charge 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 Statement also may be requested by
contacting our proxy solicitor, Innisfree M&A Incorporated, at 877-456-3463
toll-free.
EXHIBIT 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
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."
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ABOUT H&R BLOCK
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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
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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
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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.
2
EXHIBIT 2 QUESTION AND ANSWER Q: Why did the Board act now to declassify its structure? A: We have been considering declassifying our Board structure for the past several weeks based on discussions with several of our largest shareholders. We believe this action further enhances H&R Block's strong corporate governance practices and is in the best interests of shareholders. Furthermore, the declassification means that shareholders will have the ability to replace the entire Board of Directors at the 2008 annual meeting. As a result, shareholders wishing to preserve the ability to gain control of the Board of Directors in 2008 need not jeopardize our auditor's independence by voting the Breeden Partners nominees on to the Board at the 2007 meeting.