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 29, 2021
(Exact name of registrant as specified in charter)
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(816 ) 854-3000
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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 ☐
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On March 29, 2021, the H&R Block, Inc. (the “Company”) Board of Directors (the “Board”) increased the number of directors that constitute the Board from eleven to twelve and elected Mia F. Mends and Sean H. Cohan to the Board to fill the vacancies resulting from David Baker Lewis’s retirement from the Board and the increase in the size of the Board, effective April 1, 2021. The Board has appointed Ms. Mends to the Audit Committee of the Board and Mr. Cohan to the Compensation Committee of the Board.
There is no arrangement or understanding between Ms. Mends or Mr. Cohan and any other persons pursuant to which they were selected as directors. There are no transactions involving Ms. Mends or Mr. Cohan requiring disclosure under Item 404(a) of Regulation S-K.
Ms. Mends and Mr. Cohan will receive the standard 2020 – 2021 compensation provided to the Company’s current non-employee directors, prorated for the portion of the 2020 – 2021 term they serve. 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, 2020, which description is incorporated herein by reference.
The Company and each of Ms. Mends and Mr. Cohan 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. Mends and Mr. Cohan to the Board is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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 31, 2021 | By: | /s/ Scott W. Andreasen | ||||||||
| Scott W. Andreasen | |||||||||||
| Vice President and Secretary | |||||||||||
FOR IMMEDIATE RELEASE
March 31, 2021
Mia Mends and Sean Cohan Join H&R Block’s Board of Directors
Company’s new board members bring backgrounds focused on transformation and growth
KANSAS CITY, Mo. – H&R Block (NYSE: HRB) has added two members to its board of directors effective April 1, Mia Mends, recently named Global Chief Diversity & Inclusion Officer for Sodexo, Inc. and Sean Cohan, Chief Growth Officer and President, International of Nielsen (NYSE: NLSN).
“As H&R Block begins the next phase of our growth and transformation journey, we are providing new support to small business owners, changing how the unbanked manage and access their money, and reimagining how tax preparation continues to blend digital capabilities with human expertise and care,” said Robert A. Gerard, Chairman of the Board. “Both Mia and Sean have the experience and expertise that will help Block expand and accelerate how we support more people manage important financial moments, and I look forward to adding their perspectives to H&R Block’s board of directors.”
Mia Mends, Global Chief Diversity & Inclusion Officer of Sodexo, Inc. Mends was recently promoted to serve as Sodexo’s Global Chief Diversity & Inclusion Officer and CEO, Impact Ventures, beginning May 1, 2021. Prior to this new role, she has served as the company’s Chief Administrative Officer, North America, leading the productivity and performance of Sodexo’s 160,000 employees who provide more than 100 unique services that improve client solutions at the company’s 13,000 sites. Sodexo provides quality of life services, including dining and meal services, vending and convenience services, integrated facilities management services, and healthier workforce initiatives. Mends also leads SodexoMAGIC, a joint venture between Sodexo and Magic Johnson Enterprise. She has served in increasing levels of leadership with Sodexo since 2012, overseeing various growth and transformation initiatives for the organization.
“H&R Block is one of the most trusted brands in America,” said Mends. “This trust builds not only in how the company serves its customers with expertise and care, but also in how it supports its associates and communities all across the country. Block is a company that believes in building confidence and making lives better for all, and I am excited to join the other members of its board as we guide how the company continues to make a difference in new and impactful ways.”
Mends serves on the board of directors of Girls Inc. and the EMERGE Fellows program, as well as on the Business Leadership Council at Wellesley College and the Alumni Board of Harvard Business School. She is also a corporate director of Limeade Inc., an employee engagement software company. Mends holds a Bachelor of Arts degree in economics from Wellesley College and a Master of Business Administration degree from Harvard Business School.
Sean Cohan, Chief Growth Officer and President, International of Nielsen
Since March 2020, Cohan has served as Chief Growth Officer and President, International, of Nielsen, a global media measurement and data analytics leader. He is responsible for Nielsen’s global growth strategy, corporate development, and partnerships, along with driving an international business with annual revenue of $600 million and a workforce of 4,000+. Cohan has decades of experience in business-to-business and consumer media, including 15 years at A+E Networks, where he most recently served as
For further information
Investor Relations: Colby Brown | 816-854-4559 | colby.brown@hrblock.com
Media Relations: Angela Davied | 816-854-5798 | angela.davied@hrblock.com
President, International and Digital Media until the end of 2018. During his tenure, A+E grew its international business by 10x across key metrics and turned digital profitable. He was President & Chief Business Officer at Wheelhouse Group, a diversified content venture, from 2019 to early 2020.
“Every year, H&R Block has millions of conversations with people about the major events of their lives – new babies, new homes, new jobs,” said Cohan. “It is a company focused on helping people, and it is exciting to see it blend this care with innovative and convenient digital experiences. I look forward to adding my insights to the board of directors as we continue to guide the evolution that blurs the lines of in-person and digital service delivery.”
Cohan serves on the board of directors/trustees for the Parrish Art Museum and the Banff World Media Festival, and is Treasurer and board member of The Opportunity Network, as well as the Vice Chair for UJA Federation of NY. He holds a bachelor’s degree in economics from Harvard and a Master of Business Administration degree from the Stanford Graduate School of Business.
About H&R Block
H&R Block, Inc. (NYSE: HRB) provides help and inspires confidence in its clients and communities everywhere through global tax preparation, financial products, and small business solutions. The company blends digital innovation with the human expertise and care of its associates and franchisees as it helps people get the best outcome at tax time, and better manage and access their money year-round. Through Block Advisors and Wave, the company helps small business owners thrive with innovative products like Wave Money, a small business banking and bookkeeping solution, and the only business bank account to manage bookkeeping automatically. For more information, visit H&R Block News or follow @HRBlockNews on Twitter.
For further information
Investor Relations: Colby Brown | 816-854-4559 | colby.brown@hrblock.com
Media Relations: Angela Davied | 816-854-5798 | angela.davied@hrblock.com