Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

H&R BLOCK INC Proxy Solicitation & Information Statement 2010

Aug 13, 2010

30865_rns_2010-08-13_c034f7dc-82ef-45d3-a48a-5d5f64b34c34.zip

Proxy Solicitation & Information Statement

Open in viewer

Opens in your device viewer

DEFA14A 1 c59336aadefa14a.htm DEFA14A defa14a PAGEBREAK

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

Filed by the Registrant þ Filed by a Party other than the Registrant o

Check the appropriate box:

o Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o Definitive Proxy Statement
þ Definitive Additional Materials
o Soliciting Material Pursuant to §240.14a-12

H&R BLOCK, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

þ No fee required.
o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
o Fee paid previously with preliminary materials.
o Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of
its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:

Folio /Folio

PAGEBREAK

* Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on September 30, 2010.

H&R BLOCK, INC

Notice of Annual Meeting

Meeting Type: Annual Meeting
For holders as of: July 27, 2010
Date: September 30, 2010 Time: 9:00 a.m., CDT

Location: Copaken Stage, Kansas City Repertory Theatre H&R Block Center One H&R Block Way Kansas City, Missouri 64105

g
H&R BLOCK, INC. ONE H&R BLOCK WAY KANSAS CITY, MO 64105

You are receiving this communication because you hold shares in the above named company.

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

We encourage you to access and review all of the important information contained in the proxy materials before voting.

See the reverse side of this notice to obtain proxy materials and voting instructions.

Folio /Folio

PAGEBREAK

— Before You Vote —

How to Access the Proxy Materials

Proxy Materials Available to VIEW or RECEIVE: NOTICE AND PROXY STATEMENT ANNUAL REPORT How to View Online:

Have the information that is printed in the box marked by the arrow XXXX XXXX XXXX (located on the following page) and visit: www.proxyvote.com.

How to Request and Receive a PAPER or E-MAIL Copy:

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

1) BY INTERNET : www.proxyvote.com
2) BY TELEPHONE : 1-800-579-1639
3) BY E-MAIL* : [email protected]

| * |
| --- |
| Requests, instructions and other inquiries sent to this e-mail address will NOT be
forwarded to your investment advisor. Please make the request as instructed above on or before
September 16, 2010 to facilitate timely delivery. |

— How To Vote —

Please Choose One of the Following Voting Methods

Vote In Person: To vote in person, you must attend the annual meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.

Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow XXXX XXXX XXXX available and follow the instructions.

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

Folio /Folio

PAGEBREAK

Voting Items
The H&R Block, Inc. Board of Directors unanimously recommends a vote “FOR” all the director nominees listed below and “FOR” the other listed proposals.
1.
Nominees:
1a. Alan M. Bennett
1b. Richard C. Breeden
1c. William C. Cobb
1d. Robert A. Gerard
1e. Len J. Lauer
1f. David B. Lewis
1g. Bruce C. Rohde
1h. Tom D. Seip
1i. L. Edward Shaw, Jr.
1j. Christianna Wood

| 2. | The approval of an advisory proposal on the
Company’s executive pay-for-performance
compensation policies and procedures. |
| --- | --- |
| 3. | The approval of an amendment to the
2003 Long-Term Executive Compensation Plan
to increase the aggregate number of shares of
Common Stock issuable under the Plan by
10,000,000 shares (from 14,000,000 shares to
24,000,000 shares). |

| 4. | The approval of the material terms of performance
goals under the Executive Performance Plan. |
| --- | --- |
| 5. | A shareholder proposal to adopt a simple majority
voting standard. |
| 6. | The approval of an amendment to the Company’s
Amended and Restated Articles of Incorporation to
reduce the supermajority voting requirement to call
a special meeting of the Company’s shareholders. |
| 7. | The approval of an amendment to the Company’s
Amended and Restated Articles of Incorporation
to reduce the supermajority voting requirement
related to the removal of directors. |
| 8. | The approval of an amendment to the Company’s
Amended and Restated Articles of Incorporation
to reduce the supermajority voting requirement
related to amendments to the Company’s Articles
of Incorporation and Bylaws. |
| 9. | The approval of an amendment to the Company’s
Amended and Restated Articles of Incorporation
to reduce the supermajority voting requirement
regarding the related person transaction provision. |
| 10. | The ratification of the appointment of Deloitte &
Touche LLP as the Company’s independent
accountants for the fiscal year ending April 30, 2011. |

Folio /Folio

PAGEBREAK

Folio /Folio