-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, P8inHvMRwuWDuHQx9CC5EabReSyX74TauaGWp4qFJ26/xtoJNDxxD+L5f3Wfzmek 8asELt8++HJo1184Dlxhmg== 0000909518-07-000756.txt : 20070813 0000909518-07-000756.hdr.sgml : 20070813 20070813161932 ACCESSION NUMBER: 0000909518-07-000756 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20070812 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year FILED AS OF DATE: 20070813 DATE AS OF CHANGE: 20070813 FILER: COMPANY DATA: COMPANY CONFORMED NAME: H&R BLOCK INC CENTRAL INDEX KEY: 0000012659 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 440607856 STATE OF INCORPORATION: MO FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06089 FILM NUMBER: 071049288 BUSINESS ADDRESS: STREET 1: ONE H&R BLOCK WAY CITY: KANSAS CITY STATE: MO ZIP: 64105 BUSINESS PHONE: 8168543000 MAIL ADDRESS: STREET 1: ONE H&R BLOCK WAY CITY: KANSAS CITY STATE: MO ZIP: 64105 8-K 1 mm08-1307_8k.txt 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): August 12, 2007 H&R BLOCK, INC. --------------- (Exact name of registrant as specified in charter) MISSOURI 1-6089 44-0607856 -------- ------ ---------- (State of Incorporation) (Commission File Number) (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)) This Form 8-K is being filed in connection with the announcement by H&R Block, Inc. (the "Company") that, on August 12, 2007, the Company's Board of Directors (the "Board") voted to eliminate its staggered board structure starting with its annual meeting of shareholders ("Annual Meeting") to be held in calendar year 2008 (the "2008 Annual Meeting"). The Company's press release issued on August 13, 2007 in connection with the foregoing is incorporated herein by reference and is attached hereto as Exhibit 99.1. ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR (a) In connection with the Board's decision to eliminate the Company's staggered Board structure, on August 12, 2007, the Board approved an amendment to the Restated Articles of Incorporation of the Company (the "Charter Amendment") that, upon effectiveness, would provide that all directors will be elected at each Annual Meeting to hold office until the next succeeding Annual Meeting or until such director's successor has been elected and qualified. The Company intends to hold a special meeting of shareholders before the end of the year to seek shareholder approval of the Charter Amendment, which is necessary to effect the change in Board structure. On August 12, 2007, the Board also approved and adopted certain related amendments to the Amended and Restated Bylaws of the Company (the "Bylaw Amendments"). Upon effectiveness, the Bylaw Amendments would (i) remove all references to the staggered board structure and provide that all directors will be elected at each Annual Meeting to hold office until the next succeeding Annual Meeting or until such director's successor has been elected and qualified and (ii) in order to ensure that the Board is fully declassified starting with the 2008 Annual Meeting, provide that in order to qualify for election and service as a director, each incumbent director must agree to resign from any portion of his or her current term that extends beyond the certification of the election results of the next annual election of directors. The Bylaw Amendments will take effect upon effectiveness of the Charter Amendment. The texts of the Charter Amendment and the Bylaw Amendments are incorporated herein by reference and are attached hereto as Exhibits 99.2 and 99.3, respectively. 2 ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits Exhibit No. Description - ----------- ----------- 99.1 Press Release of H&R Block, Inc., issued August 13, 2007. 99.2 Amendment to the Restated Articles of Incorporation of H&R Block, Inc. (approved by the Board of Directors and subject to shareholder approval at a special meeting to be called prior to the end of 2007) 99.3 Amendments to the Amended and Restated Bylaws of H&R Block, Inc. (subject to shareholder approval of the Charter Amendment filed as Exhibit 99.2) 3 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: August 13, 2007 By:/s/ Bret G. Wilson ---------------------------- Bret G. Wilson Vice President and Secretary 4 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press Release of H&R Block, Inc., issued August 13, 2007. 99.2 Amendment to the Restated Articles of Incorporation of H&R Block, Inc. (approved by the Board of Directors and subject to shareholder approval at a special meeting to be called prior to the end of 2007) 99.3 Amendments to the Amended and Restated Bylaws of H&R Block, Inc. (subject to shareholder approval of the Charter Amendment filed as Exhibit 99.2) 5 EX-99 2 mm08-1307_8ke991.txt EX.99.1 EXHIBIT 99.1 [H&R BLOCK LOGO] NEWS RELEASE FOR FURTHER INFORMATION MEDIA CONTACTS: Adam Miller or Michael Pascale, Abernathy MacGregor Group, 212-371-5999 H&R BLOCK DIRECTORS APPROVE DECLASSIFICATION OF BOARD FOR IMMEDIATE RELEASE Aug. 13, 2007 - ----------------------------------- KANSAS CITY, Mo. - H&R Block, Inc. (NYSE: HRB) today announced that its board of directors voted to eliminate its staggered board structure starting with its 2008 annual meeting. The action follows discussions with several of the company's largest institutional shareholders. The company intends to hold a special meeting of shareholders before Dec. 31 to seek shareholder approval of an amendment to the company's articles of incorporation necessary for the change in board structure. In order to ensure that the board is fully declassified starting with the 2008 annual meeting, the board also adopted a bylaw amendment under which, to qualify for election and board service, each incumbent director must agree to resign from any portion of his or her current term that extends beyond the 2008 annual meeting. The bylaw amendment will take effect when the amendment to the articles becomes effective. "Eliminating our classified board structure will further enhance H&R Block's strong corporate governance practices," said Mark Ernst, Chairman, President and Chief Executive Officer of H&R Block. "Under our proposed new structure, each board member would be voted on by shareholders every year. Based upon my discussions with several of our largest shareholders over the last several weeks, we feel that this level of accountability is in the best interests of all our shareholders." # # # ABOUT H&R BLOCK H&R Block Inc. (NYSE: HRB) is a leading provider of tax, accounting, and related financial products and services. H&R Block is the world's largest tax services provider, having prepared more than 400 million tax returns since 1955. The company and its subsidiaries reported revenues of $4.0 billion and net income from continuing operations of $374.3 million in fiscal year 2007. The company has continuing operations in three principal business segments: Tax Services (income tax return preparation and related services and products via in-office, online and software solutions); Business Services (accounting, tax and business consulting services primarily for midsized companies); and Consumer Financial Services (tax-related banking services along with brokerage services, investment planning and related financial advice). Headquartered in Kansas City, Mo., H&R Block markets its continuing services and products under two leading brands - H&R Block and RSM McGladrey. For more information visit our Online Press Center at www.hrblock.com. FORWARD-LOOKING STATEMENTS This release may contain forward-looking statements, which are any statements that are not historical facts. These forward-looking statements are based upon the current expectations of the company and there can be no assurance that such expectations will prove to be correct. Because forward-looking statements involve risks and uncertainties and speak only as of the date on which they are made, the company's actual results could differ materially from these statements. These risks and uncertainties relate to, among other things, the company's pending sale of Option One Mortgage Corp.; competitive factors; regulatory capital requirements; the company's effective income tax rate; litigation; and changes in market, economic, political or regulatory conditions. Information concerning these risks and uncertainties is contained in Item 1A of the company's 2007 annual report on Form 10-K and in other filings by the company with the Securities and Exchange Commission. IMPORTANT ADDITIONAL INFORMATION On July 31, 2007, H&R Block began mailing to its shareholders a definitive proxy statement in connection with H&R Block's 2007 Annual Meeting of Shareholders. H&R Block urges its security holders to read the definitive proxy statement (as well as any amendments or supplements to the proxy statement) and other documents relating to the 2007 Annual Meeting when they become available, because the definitive proxy statement contains, and other documents will contain, important information. Security holders may obtain free copies of the definitive proxy statement (as well as any amendments or supplements to the proxy statement) and other relevant documents when available (including any additional proxy solicitation materials filed with the Securities and Exchange Commission (SEC)) at the SEC's website (www.sec.gov). In addition, copies of the definitive proxy statement and other documents may be obtained for free by directing a request to: H&R Block, Inc., Attn: Corporate Secretary, 1 H&R Block Way, Kansas City, MO 64105, (816) 854-3000 or from our website (www.hrblock.com). Copies of the proxy materials also may be requested by contacting our proxy solicitor, Innisfree M&A Incorporated, at 877-456-3463 toll-free. 2 EX-99 3 mm08-1307_8ke992.txt EX.99.2 EXHIBIT 99.2 Article 6, Section B of the Restated Articles of Incorporation of the Company shall be amended and restated in its entirety to read as follows: (B) Election of Directors. Directors shall be elected at each Annual Meeting of shareholders to hold office until the next succeeding Annual Meeting of shareholders or until such director's successor has been elected and qualified. The term of office of each director shall begin immediately after his election and each director shall hold office until the next succeeding Annual Meeting of shareholders or until such director's successor has been elected and qualified and subject to prior death, resignation, retirement or removal from office of the director. No decrease in the number of directors constituting the board of directors shall reduce the term of any incumbent director. EX-99 4 mm08-1307_8ke993.txt EX.99.3 EXHIBIT 99.3 Section 15(a) of the Amended and Restated Bylaws of the Company (the "Bylaws") shall be amended and restated in its entirety, and shall become effective upon the filing of a Certificate of Amendment with the Secretary of State of the State of Missouri implementing the Charter Amendment, to read as follows: 15. INCUMBENCY OF DIRECTORS. (a) Election and Term of Office. Directors shall be elected at each Annual Meeting of shareholders to hold office until the next succeeding Annual Meeting of shareholders or until such director's successor has been elected and qualified. The term of office of each director shall begin immediately after his election and each director shall hold office until the next succeeding Annual Meeting of shareholders or until such director's successor has been elected and qualified and subject to prior death, resignation, retirement or removal from office of the director. No decrease in the number of directors constituting the board of directors shall reduce the term of any incumbent director. A new Section 15(c) of the Bylaws shall be added and shall become effective upon the filing of Certificate of Amendment with the Secretary of State of Missouri implementing the Charter Amendment, to read as follows: (c) Qualification of Directors. To qualify for election or service as a director of the corporation, each incumbent director shall agree to resign from any portion of his or her current term that extends beyond the certification of the election results of the next annual election of directors. -----END PRIVACY-ENHANCED MESSAGE-----