8-K 1 form8k-061306.htm COMPENSATION

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): June 7, 2006

 

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)

 

4400 Main Street, Kansas City, MO

64111

(Address of Principal Executive Offices)

(Zip Code)

 

 

(816) 753-6900

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

 

 

Item 1.01

Entry into a Material Definitive Agreement

 

On June 7, 2006, the Board of Directors of H&R Block, Inc. (the “Company”), based on recommendations of the Board’s Compensation Committee, approved the following compensation arrangements for persons (the “Named Executive Officers”) who are expected to be listed as named executive officers in the Summary Compensation Table in the Company’s Proxy Statement for its 2006 Annual Meeting of Shareholders.

 

Annual Incentive (Short-Term) Compensation Earned in Fiscal 2006

 

Short-term incentive compensation awards for the fiscal year ended April 30, 2006 were approved. The awards were based on the achievement of performance goals established in June 2005. The amounts of the short-term incentive compensation awards are as follows:

 

Name

 

Position

 

Award

 

Mark A. Ernst

 

Chairman of the Board, President and Chief Executive Officer

 

 

*

 

William L. Trubeck

 

Executive Vice President and Chief Financial Officer

 

$

185,000

 

Robert E. Dubrish

 

President and Chief Executive Officer, Option One Mortgage Corporation

 

 


75,000

 

Steven Tait

 

President, RSM McGladrey Business Services, Inc.

 

 

300,000

 

Nicholas J. Spaeth

 

Senior Vice President and Chief Legal Officer

 

 

93,000

 

 

*

Although Mr. Ernst earned a short-term incentive award under the Company’s short-term incentive compensation programs for the fiscal year ended April 30, 2006, he declined such award.

 

Long-Term Incentive Compensation Awarded in Fiscal 2007

 

Long-term incentive compensation awards for fiscal year 2007 were approved under the Company’s 2003 Long-Term Executive Compensation Plan. Such awards will be in the form of stock options and performance shares in the following amounts:

 

Name

 

Securities Underlying Options

 

Performance Shares

 

Mark A. Ernst

 

376,885

 

33,335

 

William L. Trubeck

 

125,000

 

15,000

 

Robert E. Dubrish

 

125,000

 

15,000

 

Steven Tait

 

100,000

 

10,000

 

Nicholas J. Spaeth

 

55,000

 

6,000

 

 

The stock options vest in equal annual installments over three years following the date of grant. The performance shares vest after three years, subject to pre-established performance objectives based on the Company’s total shareholder return as measured against a broad market index and/or cumulative financial performance tied to specific business responsibilities. The actual number of performance shares an executive will receive will vary based on actual performance against the pre-established performance objectives, with the maximum number of shares received being one and one-half times the target award amount and the minimum number of shares received being one-half of the target award amount. The grant of stock options and performance shares will be made pursuant to the terms of the 2003 Long-Term Executive Compensation Plan.

 

2

 

 

 

Fiscal 2007 Base Salary Increases

 

Annual base salaries were approved, effective on July 1, 2006. The following table sets forth the annual base salaries for fiscal years 2006 and 2007:

 

Name

 

2006

 

2007

 

Mark A. Ernst

 

$

860,000

 

$

860,000*

 

William L. Trubeck

 

 

463,500

 

 

475,000

 

Robert E. Dubrish

 

 

490,000

 

 

500,000

 

Steven Tait

 

 

425,000

 

 

465,000

 

Nicholas J. Spaeth

 

 

412,000

 

 

412,000

 

 

* Mr. Ernst declined an increase in base salary for the fiscal year ended April 30, 2007. 

 

Other Compensation Information

Additional information concerning the compensation paid to the Named Executive Officers for fiscal 2006 will be included in the Proxy Statement for the Corporation’s 2006 Annual Meeting of Shareholders, which is expected to be filed with the Securities and Exchange Commission in July 2006.

 

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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:

June 13, 2006

By:/s/ Bret G. Wilson

 

 

Bret G. Wilson

 

 

Vice President and Secretary