UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
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): March 11, 2016
H&R BLOCK, INC.
(Exact name of registrant as specified in charter)
Missouri (State of Incorporation) | 1-6089 (Commission File Number) | 44-0607856 (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))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On March 11, 2016, the H&R Block, Inc. (the “Company”) Board of Directors (the “Board”) increased the number of directors that constitute the Board from ten to eleven and elected Angela N. Archon to the Board to fill the vacancy resulting from the increase in the size of the Board, effective immediately. The Board has not yet determined on which Board committees Ms. Archon will serve.
There is no arrangement or understanding between Ms. Archon and any other persons pursuant to which Ms. Archon was selected as a director. There are no transactions involving Ms. Archon requiring disclosure under Item 404(a) of Regulation S-K.
Ms. Archon will receive the standard compensation provided to the Company’s current non-employee directors, prorated for the time she serves during the 2015-2016 term. Standard compensation for the Company’s non-employee directors consists of (i) an annual cash retainer of $60,000; (ii) an annual equity retainer of $145,000 payable in deferred stock units; and (iii) meeting fees of $2,000 per board meeting and $1,500 per committee meeting, subject to a maximum of ten board meetings per year and ten committee meetings per year, per committee.
The Company and Ms. Archon will also enter into the Company’s standard form of indemnification agreement for directors and officers, a copy of which was previously filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended January 31, 2012 and is incorporated herein by reference.
A copy of the press release announcing the appointment of Ms. Archon to the Board is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Description
99.1 Press Release Issued March 15, 2016
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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: March 15, 2016 | By: /s/ Scott W. Andreasen |
Scott W. Andreasen | |
Vice President and Secretary | |
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EXHIBIT INDEX
Exhibit 99.1 Press Release Issued March 15, 2016
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Exhibit 99.1
News Release
For Immediate Release: March 15, 2016
Angela Archon Joining H&R Block Board of Directors
KANSAS CITY, Mo. - H&R Block, Inc. (NYSE: HRB), the world's largest consumer tax services provider, today announced that it has added Angela N. Archon, Vice President, Transformation and Chief Operating Officer for the Watson Health business unit of IBM, to its board, bringing the total number of directors to 11.
“Ms. Archon has built her career around applying cutting edge technology to serve the needs of businesses and ultimately consumers,” said Bob Gerard, the company’s Chairman of the Board. “Her extensive experience at IBM will be of considerable value as we at H&R Block continue to lead the industry in providing clients with the broadest range of options for tax preparation and related financial services. My colleagues and I are delighted to welcome Ms. Archon to our board.”
Archon has served as Vice President, Transformation and Chief Operating Officer for the Watson Health business unit of IBM since February 2015. Prior to her current position, Archon served as Vice President, Corporate Strategy from May 2013 to February 2015, and Vice President of Worldwide Client Care, Systems & Technology Group, from August 2010 to May 2013. She also served in a variety of other roles with IBM, including Vice President of Intellectual Property Licensing and Business Development, Systems & Technology Group; Director of Global Sourcing Procurement – Enterprise Services; and Director of Global Services Procurement – Strategy, Operations & Alliances. Archon holds two degrees from the University of Texas at Austin, a Bachelor of Science degree in Chemical Engineering and a Master of Science degree in Systems Engineering.
About H&R Block
H&R Block, Inc. (NYSE: HRB) is the world's largest consumer tax services provider. More than 680 million tax returns have been prepared worldwide by and through H&R Block since 1955. In fiscal 2015, H&R Block had annual revenues of nearly $3.1 billion with 24.2 million tax returns prepared worldwide. Tax return preparation services are provided by professional tax preparers in approximately 12,000 company-owned and franchise retail tax offices worldwide, and through H&R Block tax software products. H&R Block also offers adjacent Tax Plus products and services. For more information, visit the H&R Block Newsroom at http://newsroom.hrblock.com/.
For Further Information
Investor Relations: Colby Brown, (816) 854-4559, colby.brown@hrblock.com
Media Relations: Gene King, (816) 854-4672, gene.king@hrblock.com