Attached files

file filename
EX-99.1 - PRESS RELEASE - H&R BLOCK INCexh99x1-091311.htm
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):   September 13, 2011

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 1.01.
Entry into a Material Definitive Agreement.

In connection with the election of Paul J. Brown, Marvin R. Ellison, Victoria J. Reich and James F. Wright to its Board of Directors (See Item 5.07 below), H&R Block, Inc. (the “Company”) will enter into its standard form of Indemnification Agreement for Directors with Mr. Brown, Mr. Ellison, Ms. Reich and Mr. Wright.
 
 

Item 5.07.
Submission of Matters to a Vote of Security Holders.
 
 
(a)  
The 2011 annual meeting of shareholders of the Company was held on September 14, 2011.

(b)  
The voting results of the proposals submitted to a vote of the Company’s shareholders at the annual meeting are set forth below.

1)  
Each of the following nominees for director was elected to serve until the next annual meeting of shareholders or until a respective successor is elected and qualified:

Director Name
Votes For
Votes Against
Abstentions
Broker Non-Votes
Paul J. Brown
241,593,453
1,590,984
466,112
22,255,111
William C. Cobb
241,649,558
1,542,130
458,861
22,255,111
Marvin R. Ellison
241,597,838
1,589,448
463,263
22,255,111
Robert A. Gerard
227,539,177
15,646,432
464,940
22,255,111
David Baker Lewis
240,234,848
2,948,042
467,659
22,255,111
Victoria J. Reich
241,648,876
1,541,705
459,968
22,255,111
Bruce C. Rohde
228,446,996
14,726,119
477,434
22,255,111
Tom D. Seip
216,091,729
27,101,063
457,757
22,255,111
Christianna Wood
239,768,247
3,421,754
460,548
22,255,111
James F. Wright
241,620,792
1,549,951
479,806
22,255,111

2)  
The advisory proposal on the Company’s executive compensation was approved as follows:
 
Votes For
Votes Against
Abstentions
Broker Non-Votes
211,779,246
30,499,050
1,372,253
22,255,111




3)  
The advisory vote on the frequency of future advisory votes on the Company’s executive compensation was approved for 1 Year as follows:
 
1 Year
2 Years
3 Years
Abstentions
Broker Non-Votes
219,997,357
582,306
22,141,382
929,504
22,255,111


 
 

 


4)  
The proposal for the approval of an amendment to the 2008 Deferred Stock Unit Plan for Outside Directors to increase the aggregate number of shares of Common Stock issuable under the Plan by 600,000 shares, from 300,000 shares to 900,000 shares, was approved as follows:

Votes For
Votes Against
Abstentions
Broker Non-Votes
213,784,604
29,436,094
429,851
22,255,111




5)  
The proposal for the approval of the material terms of performance goals for performance shares issued pursuant to the 2003 Long-Term Executive Compensation Plan was approved as follows:
 
Votes For
Votes Against
Abstentions
Broker Non-Votes
226,738,244
16,452,332
459,973
22,255,111




6)  
The proposal for the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent accountants for the fiscal year ending April 30, 2012 was approved as follows:
 
Votes For
Votes Against
Abstentions
Broker Non-Votes
264,789,359
790,990
325,311
0




(d)  
In accordance with the recommendation of the Board of Directors and the voting results of the shareholders of the Company, the Company will include an advisory vote on executive compensation in its proxy materials once every year.
 

 
Item 8.01.
Other Events.

On September 13, 2011, the Company issued a press release, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.


Item 9.01.
Financial Statements and Exhibits.

(d)  
Exhibits

Exhibit Number
Description


 

 

 
 

 

 
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:  September 15, 2011
By:/s/ Andrew J. Somora                                                     
 
      Andrew J. Somora
 
      Secretary




 
 

 


EXHIBIT INDEX

Exhibit 99.1                      Press Release Issued September 13, 2011.