Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): November 4, 2022
H&R BLOCK, INC.
(Exact name of registrant as specified in charter)
Missouri
1-06089
44-0607856
(State or other jurisdiction of
(Commission File Number)
(I.R.S. Employer
incorporation or organization)
Identification No.)
One H&R Block Way, Kansas City, MO64105
(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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, without par value
HRB
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
(a)The 2022 annual meeting of shareholders (the “Annual Meeting”) of H&R Block, Inc. (the “Company”) was held on November 4, 2022.
(b)The final 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
Sean H. Cohan
125,833,867
587,377
266,125
12,296,615
Robert A. Gerard
123,685,693
2,798,631
203,045
12,296,615
Anuradha (Anu) Gupta
125,750,799
652,254
284,316
12,296,615
Richard A. Johnson
124,016,915
2,470,001
200,453
12,296,615
Jeffrey J. Jones II
126,227,491
262,309
197,569
12,296,615
Mia F. Mends
125,411,167
989,000
287,202
12,296,615
Yolande G. Piazza
125,955,133
517,627
214,609
12,296,615
Victoria J. Reich
124,543,361
1,939,382
204,626
12,296,615
Matthew E. Winter
125,567,671
919,642
200,056
12,296,615
2) The proposal for the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2023 was approved as follows:
Votes For
Votes Against
Abstentions
Broker Non-Votes
137,451,620
1,325,400
206,964
—
3) The advisory proposal on the Company’s named executive officer compensation was approved as follows:
Votes For
Votes Against
Abstentions
Broker Non-Votes
123,213,551
2,678,939
794,879
12,296,615
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.