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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|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
|_| Definitive Proxy Statement
|X| Definitive Additional Materials
|_| Soliciting Material pursuant to ss.240.14a-12
H&R Block, Inc.
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(Name of Registrant as Specified in its Charter)
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FOR FURTHER INFORMATION
Media Contacts: Adam Miller or Michael Pascale, Abernathy MacGregor Group,
212-371-5999
H&R BLOCK COMMENTS ON ISS RECOMMENDATION
KANSAS CITY, Mo. -- August 22, 2007 - H&R Block Inc. (NYSE: HRB) today issued
the following statement addressing Institutional Shareholder Services' (ISS)
recent report regarding H&R Block.
"We are disappointed with ISS' recommendation as we strongly believe that our
three highly qualified, independent, director nominees together with our other
directors are the best team to oversee management's execution of our strategic
plan, which is already under way," said Mark Ernst, Chairman, President and CEO
of H&R Block.
The Company said that Mr. Breeden's self-serving campaign to win election for
himself and the other Breeden Partner nominees to the H&R Block Board has been
characterized by a troubling pattern of inadequate disclosure and misleading
statements. The Company is concerned that many of Mr. Breeden's so-called "new
ideas" could be harmful to shareholder value such as:
o Divestiture of H&R Block Bank, which is a key driver of growth in
our tax business, would essentially "leave money on the table" for
our shareholders since its full potential has not yet been realized.
o The sale of Option One, announced before Mr. Breeden was a
shareholder, is under way. Mr. Breeden's criticisms simply pose as a
hindrance to the closing process.
o Mr. Breeden's cookie-cutter re-franchising strategy would result in
significant tax liabilities - diminishing shareholder value.
"We think our shareholders deserve better and we urge you to vote the WHITE
proxy card today in support of H&R Block's director nominees: Donna R. Ecton,
Louis W. Smith and Rayford Wilkins Jr.," Mr. Ernst said.
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YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY OR HOW FEW SHARES YOU OWN.
If you have questions about how to vote your shares, or need
additional assistance, please contact the firm assisting us in the
solicitation of proxies:
INNISFREE M&A INCORPORATED
SHAREHOLDERS CALL TOLL-FREE: (877) 456-3463
BANKS AND BROKERS CALL COLLECT: (888) 750-5833
IMPORTANT
We urge you NOT to sign any Blue proxy card sent to you by Breeden
Partners. If you have already done so, you have every legal right to
change your vote by using the enclosed WHITE proxy card to vote TODAY--by
telephone, by Internet, or by signing, dating and returning the WHITE
proxy card in the postage-paid envelope provided.
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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.
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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.
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