SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): November 7, 2019
H&R BLOCK, INC.
(Exact name of registrant as specified in charter)
(State or other jurisdiction of
(Commission File Number)
incorporation or organization)
One H&R Block Way, Kansas City, MO 64105
(Address of Principal Executive Offices) (Zip Code)
(Registrant's telephone number, including area code)
(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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange on which registered
Common Stock, without par value
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On November 7, 2019, 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 Anuradha (Anu) Gupta to the Board to fill the vacancy resulting from the increase in the size of the Board, effective immediately. The Board has appointed Ms. Gupta to both the Compensation Committee and the Governance and Nominating Committee of the Board.
There is no arrangement or understanding between Ms. Gupta and any other persons pursuant to which Ms. Gupta was selected as a director. There are no transactions involving Ms. Gupta requiring disclosure under Item 404(a) of Regulation S-K.
Ms. Gupta will receive the standard 2019 - 2020 compensation provided to the Company’s current non-employee directors, prorated for the portion of the 2019 - 2020 term she serves. The Company’s non-employee director compensation program is described under the heading “Director Compensation” in the Company’s most recent proxy statement, as filed with the Securities and Exchange Commission on July 31, 2019, which description is incorporated herein by reference. The Company and Ms. Gupta 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. Gupta to the Board is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
Exhibit Number Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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.
November 7, 2019
/s/ Scott W. Andreasen
Scott W. Andreasen
Vice President and Secretary
FOR IMMEDIATE RELEASE
November 7, 2019
H&R Block Announces Addition to its Board of Directors
Anu Gupta, Chief Operating Officer of Jyve Corp. brings background
in innovation and operational excellence
KANSAS CITY, Mo. - H&R Block (NYSE: HRB) announced today the appointment of Anuradha (Anu) Gupta, Chief Operating Officer of Jyve Corp. to its Board of Directors effective immediately, increasing its Board of Directors to 11.
“I am pleased to welcome Anu to H&R Block’s Board of Directors,” said Robert A. Gerard, Chairman of the Board. “Her wealth of experience leading innovation, operational excellence and growth makes her the perfect addition to the Board as we guide the long-term strategy of the company and build enduring success. I look forward to her contributions as we serve the financial needs of consumers and small business owners.”
Since 2018, Gupta has served as the Chief Operating Officer of Jyve Corp., a San Francisco-based software company focused on the emerging skill-based economy, connecting brands and retailers with certified talent for in-store merchandising and execution. Previously, she was the Senior Vice President - Operational Excellence at Target Corporation and has also held senior-level operational roles at private equity firm Hellman & Friedman LLC, The Michaels Companies, Inc., Safeway, Inc. and global technology firm HCL Technologies.
“I am excited to join the H&R Block Board of Directors. It is a highly respected and trusted brand that is innovative and very focused on living out its purpose to help millions of consumers every year,” said Gupta.
Gupta has been honored as a member of “Fortune’s Most Powerful Women 2019.” She holds a Master of Business Administration and a Bachelor of Science degree with honors from the University of Delhi.
About H&R Block
H&R Block, Inc. (NYSE: HRB) is a global consumer tax services provider. Tax return preparation services are provided by professional tax preparers in approximately 11,000 company-owned and franchise retail tax offices worldwide, and through H&R Block tax software products for the DIY consumer. H&R Block also offers adjacent Tax Plus products and services. In fiscal 2019, H&R Block had annual revenues of $3.1 billion with over 23 million tax returns prepared worldwide. For more information, visit the H&R Block Newsroom.
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