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): May 23, 2012
H&R BLOCK, INC.
(Exact name of registrant as specified in charter)
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Missouri
(State of Incorporation)
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1-6089
(Commission File Number)
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44-0607856
(I.R.S. Employer
Identification Number)
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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))
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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(c) On May 23, 2012, H&R Block, Inc. (the “Company”) announced that Gregory J. Macfarlane has been named the Company’s Chief Financial Officer, effective June 4, 2012. From 2007 through 2011, Mr. Macfarlane was Executive Vice President and Chief Financial Officer of Ceridian Corporation, a provider of human resources, payroll, benefits & payment solutions in Minneapolis, Minnesota. Prior to that, he held various roles at General Electric Company from 1993 through 2007, most recently serving as Senior Vice President and Chief Financial Officer, WMC Mortgage, GE Money in Burbank, California, from 2004 through 2007.
Under the terms of his employment, which are not pursuant to an employment agreement, Mr. Macfarlane will receive a cash signing bonus of $125,000, an initial award under the Company’s 2003 Long-Term Executive Compensation Plan in the amount of $1,200,000, half of which will be awarded in the form of stock options and half of which will be awarded in the form of restricted shares, and an annual base salary of $550,000. He will also participate in the Company’s short-term incentive program, with a target incentive of $440,000 for the fiscal year ending April 30, 2013, and will be eligible to receive future equity grants as a participant in the Company’s long-term incentive program. Mr.
Macfarlane has agreed to the following post-employment restrictive covenants: non-disclosure of the Company’s confidential business information for two years following his last day of employment, non-solicitation of the Company’s employees for one year following his last day of employment, non-solicitation of the Company’s significant customers for two years following his last day of employment, and non-competition with the Company for two years following his last day of employment. Mr. Macfarlane does not have any family relationships required to be disclosed pursuant to Item 401(d) of Regulation S-K, nor is he a party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K. A copy of the Company’s press release regarding Mr. Macfarlane’s appointment as Chief Financial Officer of the
Company is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Consistent with the information contained in the Company’s press release dated April 25, 2012, in connection with Mr. Macfarlane’s appointment as Chief Financial Officer of the Company, Jeffrey T. Brown, current Chief Financial Officer of the Company, will transition to the position of Chief Accounting and Risk Officer, effective June 4, 2012. In connection with this transition, Mr. Macfarlane will assume the role of principal financial officer from Mr. Brown. Mr. Brown has served as the Company’s Chief Financial Officer since September 2010. From May 2010 through September 2010, he served as acting Chief Financial Officer of the Company in addition to Vice
President and Corporate Controller, a position he held beginning March 2008. From August 2005 to March 2008, Mr. Brown served as Assistant Vice President, Assistant Controller of H&R Block Management, LLC. From September 2002 to August 2005, Mr. Brown served as Director of Corporate Accounting for H&R Block Management, LLC. Under the terms of his employment, which are not pursuant to an employment agreement, Mr. Brown will receive an annual base salary of $387,000 and participate in the Company’s short-term incentive program with a target incentive award of $193,500 for the fiscal year ending April 30, 2013. In addition, Mr. Brown participates in, and receives stock option grants and restricted shares under, the Company’s 2003 Long-Term Executive Compensation Plan. Mr. Brown does not have any family relationships required
to be disclosed pursuant to Item 401(d) of Regulation S-K, nor is he a party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with his appointment as Chief Accounting and Risk Officer of the Company, Jeffrey T. Brown will assume the role of principal accounting officer from Colby R. Brown. Colby R. Brown will continue to serve in his position as Vice President and Corporate Controller.
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Item 9.01.
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Financial Statements and Exhibits.
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(d)
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Exhibits
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Exhibit Number
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Description
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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.
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H&R BLOCK, INC.
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Date: May 23, 2012
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By:/s/ Scott W. Andreasen
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Scott W. Andreasen
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Vice President and Secretary
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EXHIBIT INDEX
Exhibit 99.1
For Further Information
Investor Relations: Derek Drysdale, 816-854-4513, derek.drysdale@hrblock.com
Media Relations: Gene King, 816-854-4672, gene.king@hrblock.com
H&R Block Names Gregory J. Macfarlane Chief Financial Officer
For Immediate Release May 23, 2012
KANSAS CITY, Mo. – H&R Block, Inc. (NYSE: HRB), the world’s largest tax services provider, today named Gregory J. Macfarlane as the company’s Chief Financial Officer. Mr. Macfarlane will lead all aspects of the company’s finance and reporting functions, effective June 4, 2012.
“The Board and I are extremely pleased to have a finance executive of Greg’s caliber complete our senior management team. We are confident that he will be a major contributor to our success as we focus on creating value for our clients and shareholders," said Bill Cobb, H&R Block’s President and Chief Executive Officer. "Greg brings a wealth of experience from his years of managing corporate finance for multi-billion-dollar corporations and he has an impressive track record of leadership and results both domestically and abroad. We look forward to leveraging his extensive experience in operations, financial strategy, capital markets, and real estate management to drive higher margins and
improved shareholder returns."
Mr. Macfarlane joins H&R Block after most recently serving as Executive Vice President and Chief Financial Officer of Ceridian Corporation from 2007 to 2011. Prior to that, Macfarlane had more than 13 years of executive and financial experience at General Electric Company, most recently serving as Senior Vice President and Chief Financial Officer for WMC Mortgage, GE Money from 2004 to 2007.
Prior to his role at GE Money, Macfarlane served as the Senior Vice President and Chief Financial Officer at GE Partnership Marketing Group from 2001 to 2004. From 1999 to 2001, he served as Vice President and Chief Financial Officer of GE Fleet Services, Japan. Before that, Macfarlane received multiple promotions to the level of senior audit manager in GE's Corporate Audit Staff, after his completion of GE's financial management program in 1994.
Macfarlane obtained his undergraduate degree from Wilfrid Laurier University and his MBA from the Kellogg Graduate School of Management at Northwestern University.
As previously announced on April 25, in connection with Mr. Macfarlane’s appointment, Jeff Brown, the company’s current Chief Financial Officer, will transition on June 4 to the position of Chief Accounting and Risk Officer, where he will oversee all aspects of the company’s accounting function and coordinate its enterprise risk management approach.
Forward Looking Statements
This press release may contain forward-looking statements within the meaning of the federal securities laws. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “will,” “would,” “should,” “could” or “may.” Forward-looking statements provide management's current expectations or predictions of future conditions, events or results. They may include estimates of revenues, income, earnings per share,
capital expenditures, dividends, liquidity, capital structure or other financial items, descriptions of management's plans or objectives for future operations, products or services, or descriptions of assumptions underlying any of the above. All forward-looking statements speak only as of the date they are made and reflect the company’s good faith beliefs, assumptions and expectations, but they are not guarantees of future performance. Furthermore, the company disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes, except as required by federal securities laws. By their nature, forward-looking statements are subject to risks and uncertainties. For a discussion of these and other factors that could cause the company’s future
results to differ materially from any forward-looking statements, see the section entitled “Risk Factors” in the company’s 2011 Annual Report on Form 10-K and in other filings by the company with the Securities and Exchange Commission.
About H&R Block
H&R Block, Inc. (NYSE: HRB) is the world’s largest tax services provider, having prepared more than 600 million tax returns worldwide since 1955. In fiscal 2011, H&R Block had annual revenues of nearly $3 billion and prepared more than 24.5 million tax returns worldwide, including Canada and Australia. Tax return preparation services are provided in company-owned and franchise retail tax offices by approximately 100,000 professional tax preparers, and through H&R Block At Home™ digital products. H&R Block Bank provides affordable banking products and services.
For more information, visit the H&R Block Online Press Center.
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