-----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, KXoQeMg+UhA13oqhdgcDu0uDGglgVWG4gqg0NhycKLvFpyrGIQiqRQY0L4Xl98Rz ujunwtln4q3UgFQEdTXxlQ== 0000909518-07-000757.txt : 20070813 0000909518-07-000757.hdr.sgml : 20070813 20070813162225 ACCESSION NUMBER: 0000909518-07-000757 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20070813 DATE AS OF CHANGE: 20070813 EFFECTIVENESS DATE: 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: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-06089 FILM NUMBER: 071049320 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 DEFA14A 1 mm08-1307_defa14.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant |X| Filed by a Party other than the Registrant |_| Check the appropriate box: |_| Preliminary Proxy Statement |_| Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |_| Definitive Proxy Statement |X| Definitive Additional Materials |_| Soliciting Material pursuant to ss.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 Registrant) Payment of Filing Fee (Check the appropriate box): |X| No fee required. |_| 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: -------------------------------------------------------------------- |_| Fee paid previously with preliminary materials. |_| 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 fling 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:_________________________________________________________ On August 13, 2007, H&R Block, Inc. (the "Company") issued (1) a press release, attached hereto as Exhibit 1, announcing the vote of the Company's Board of Directors to eliminate its staggered board structure starting with its annual meeting of shareholders to be held in calendar year 2008 and (2) a Q&A related to the press release, attached hereto as Exhibit 2. Also on August 13, 2007, the Company filed with the Securities and Exchange Commission a Current Report on Form 8-K, which contains the text of the amendments to the Company's Restated Articles of Incorporation and Amended and Restated Bylaws referred to in the press release. IMPORTANT ADDITIONAL INFORMATION On July 31, 2007, H&R Block began the process of mailing its definitive proxy statement (the "Proxy Statement"), together with a WHITE proxy card, in connection with H&R Block's 2007 Annual Meeting of Shareholders. THE PROXY STATEMENT CONTAINS IMPORTANT INFORMATION ABOUT H&R BLOCK AND THE 2007 ANNUAL MEETING. H&R BLOCK URGES ITS SHAREHOLDERS TO READ THE PROXY STATEMENT CAREFULLY. Shareholders may obtain additional free copies of the Proxy Statement and other documents filed with the Securities Exchange Commission (SEC) by H&R Block through the website maintained by the SEC at www.sec.gov. In addition, copies of the Proxy Statement and other documents may be obtained free of charge 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 Statement also may be requested by contacting our proxy solicitor, Innisfree M&A Incorporated, at 877-456-3463 toll-free. EX-99 2 mm08-1307_defa14e991.txt EX.1 EXHIBIT 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_defa14e992.txt EX.2 EXHIBIT 2 QUESTION AND ANSWER Q: Why did the Board act now to declassify its structure? A: We have been considering declassifying our Board structure for the past several weeks based on discussions with several of our largest shareholders. We believe this action further enhances H&R Block's strong corporate governance practices and is in the best interests of shareholders. Furthermore, the declassification means that shareholders will have the ability to replace the entire Board of Directors at the 2008 annual meeting. As a result, shareholders wishing to preserve the ability to gain control of the Board of Directors in 2008 need not jeopardize our auditor's independence by voting the Breeden Partners nominees on to the Board at the 2007 meeting. -----END PRIVACY-ENHANCED MESSAGE-----