8-K 1 form8k-050509.htm BYLAW AMENDMENTS

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): May 5, 2009

 

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):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

(a) On May 5, 2009, the Board of Directors of H&R Block, Inc. (the “Company”) approved amendments to Sections 4(b) and 20 of the Company’s bylaws to (i) clarify the Company’s advance notice requirements for director nominations by shareholders, and (ii) require shareholders submitting proposals or director nominations to disclose synthetic or temporary stock ownership positions through hedging, swap arrangements, short positions or similar arrangements.

 

The foregoing description of the amendments to the Company’s bylaws is qualified in its entirety by reference to the full text of the amended bylaws, a copy of which is filed as Exhibit 3.1 hereto and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)

Exhibits

 

Exhibit Number

Description

3.1

Amended and Restated Bylaws of H&R Block, Inc.

 

 

 

 

 

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:

May 6, 2009

By:/s/ Bret G. Wilson

 

 

Bret G. Wilson

 

 

Vice President and Secretary

 

 

 

 

 

EXHIBIT INDEX

 

Exhibit 3.1

Amended and Restated Bylaws of H&R Block, Inc.