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

(Amendment No. )

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☐			Soliciting Material Pursuant to §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 the Registrant)

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One H&R Block Way

Kansas City, Missouri 64105

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
~~TO BE HELD SEPTEMBER 10, 2020~~

to be held NOVEMBER 4, 2022

The annual meeting of shareholders of H&R Block, Inc., a Missouri corporation (the “Company”), will be held as a virtual meeting, on Thursday, September 10, 2020, at 11:00 a.m. Central Time. You will be able to attend the 2020 annual meeting of shareholders online, vote your shares, and submit questions during the meeting by visiting ~~www.virtualshareholdermeeting.com/HRB2020. Shareholders will not be able to attend the meeting in person. The meeting will be held for the following purposes:~~

				Date and Time						Virtual Meeting Site
	Friday, November 4, 2022 8:00 a.m. Central Time						www.virtualshareholdermeeting.com/HRB2022

	Items of Business:						Our Board of Directors Recommends You Vote:
	1.			Election of the 11nine nominees for director named in this proxy statement (See page 45);			FOR each nominee

Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending ~~April~~June 30, ~~2021~~2023 (See page 5653);

FOR the ratification of the appointment

Advisory approval of the Company’s named executive officer compensation (See page 5754); and

		4. FOR approval, on an advisory basis
	4.			To transact such other business as may properly come before the meeting and any adjournment or postponement thereof.

~~The foregoing~~These items of business are more fully described in the proxy statement accompanying this notice. The Board of Directors has fixed the close of business on ~~July 10, 2020~~September 9, 2022 as the record date for determining shareholders of the Company entitled to receive notice of and vote at the meeting and any adjournment or postponement thereof.

To be admitted to the meeting online, you must enter the Control Number found on your proxy card, voting instruction card, or notice of availability of proxy materials. A list of shareholders entitled to vote at the meeting will be made available during the meeting at the website referenced above.

~~WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING~~Whether or not you expect to attend the annual meeting VIRTUALLY, WE URGE YOU TO VOTE YOUR SHARES VIA THE TOLL-FREE TELEPHONE NUMBER OR OVER THE INTERNET, AS PROVIDED IN THE ENCLOSED MATERIALS. IF YOU REQUESTED A PROXY CARD BY MAIL, YOU MAY SIGN, DATE, AND MAIL THE PROXY CARD IN THE ENVELOPE PROVIDED.we urge you to vote your shares via the toll-free telephone number or over the internet, as provided in the enclosed materials. if you requested a proxy card by mail, you may sign, date, and mail the proxy card in the envelope provided.

				By Order of the Board of Directors,

				~~SCOTT W. ANDREASEN~~KATHARINE M. HAYNES
				Vice President and Secretary

Kansas City, Missouri
~~July 31, 2020~~

~~IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON SEPTEMBER 10, 2020.~~

~~The Notice of Annual Meeting, Proxy Statement and Annual Report on Form 10-K for the fiscal year ended April 30, 2020 are available at www.proxyvote.com.~~September 22, 2022

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 4, 2022.

The Notice of Annual Meeting, Proxy Statement and Annual Report on Form 10-K for the fiscal year ended June 30, 2022 are available at www.proxyvote.com.

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~~July 31, 2020~~

September 22, 2022

Dear Fellow Shareholders,

~~These are unprecedented times. Our country~~2022 was another great year for H&R Block. As described in detail in our 2022 Annual Report, virtually all aspects of our business did exceptionally well as we refine and execute upon our Block Horizons 2025 strategy. And, as a result, calendar 2022 is ~~facing~~also the ~~most dangerous and~~year our share price finally reflects the significant ~~public health crisis in more than a century, one that has afflicted more than 4 million Americans and caused over 150,000 deaths. Essential measures to deal~~progress we have made.

For calendar 2022, through the end of August, with the ~~crisis have inevitably led to the most substantial economic~~broader stock market down about 17% (the worst market decline since the Great ~~Depression. Meanwhile, we are, individually and as~~Recession of 2008), your company’s share price has increased 91%. To put this data in a ~~nation, confronting~~broader context, on December 31, 2021, the ~~consequences~~market value of ~~senseless acts of racial injustice.~~

~~It is with both pride and humility that I report that~~ our company was slightly less than $4 billion. As of September 20, 2022, at a share price of $44.94, it is over $7 billion.

This is an extraordinary performance, and your Board couldn’t be prouder of President and CEO Jeff Jones, his Senior Leadership Team, and all of our associates and franchisees. I know all of you join us in recognizing a job exceptionally well done.

Our success has ~~effectively dealt with these severe challenges~~enabled us to give back to you, our shareholders, more directly through increasing dividends and ~~remains financially strong and fully capable~~a consistent program of ~~meeting~~share repurchases. In August, the ~~demands~~Board authorized the 4^th dividend increase in the last 5 years to a quarterly rate of $0.29 per share. We also approved a new $1.25 billion authorization for share repurchases, building upon a program that has resulted in repurchasing nearly a third of outstanding shares since 2016.

The headline for 2022 must of course be the performance of our business, but the Board is equally proud of the ~~future.~~

During the recently concluded tax season, we faced a number of major and unique issues. First, in mid-March (two-thirds of the way through the traditional tax season) the federal government announced that for the first time since the establishment of the income tax in 1913, the tax filing deadline would be extended beyond April 15 to July 15. Our nationwide Assisted Tax infrastructure, built since its inception in the 1950s around a three month tax season, had to respond quickly to a tax season twice as long.

As the scope of the pandemic was becoming clear by mid-March, state and local jurisdictions throughout the country, heeding medical advice designed to minimize human interaction, began to impose restrictions on businesses and individuals that limited the operations of all but essential businesses. These “lockdown” orders had a double-barreled effect on our business: our clients were strongly advised not to leave their homes and, in many locations, local officials ordered the closure of our offices. We fought to remain open wherever possible, but at the peak nearly 20% of our over 9,400 domestic offices were required to be closed to the public.

Despite these difficulties, it is important to highlight some very real positives. First and foremost, we must recognize our front-line team—our dedicated tax professionals—who came to work determined to help our clients file their taxes and secure the maximum refunds. Their dedication to the job,contributions the company and its associates and franchisees make in the thousands of communities where we do business. Established company-wide programs such as Make Every Block Better are further enhanced by our ~~clients has been particularly important~~strong corporate culture of caring, inclusion, and volunteering. Indeed, the help that is provided daily throughout the H&R Block universe may in ~~helping us through these difficult times.~~fact be the most prevalent way we make a difference.

~~Also noteworthy is~~Finally, a brief word about the ~~important role our digital capabilities—Online Assist, Tax Pro Go, Tax Pro Review, and Approve Online—played in meeting clients’ needs. Having shown its value in times like these,~~Board members we are ~~even more confident that our unique ability~~recommending for re-election this year. I believe the shareholders are fortunate to ~~offer the full spectrum~~be represented by such a distinguished group of ~~tax preparation services will provide an important advantage going forward.~~

~~I should also mention how pleased we~~individuals. They are ~~with our acquisition of Wave, the small business accounting~~intelligent, diverse, and ~~financial services business we acquired last summer. Like so much else~~are all leaders in the economy, Wave’s rapid growth rate was also significantly impacted by the pandemic in March and April 2020. But, especially with the addition of Wave Money, the first to market combined banking and bookkeeping solution for small businesses, Wave has resumed its positive trajectory in recent months. It is an important part of our plans for the future of H&R Block.

~~Finally,~~their respective fields. Along similar lines, I want to ~~recognize all~~thank Christy Wood, who is not standing for re-election, for her diligence and dedication during her 14 years of service on the Board.

I share with Jeff and his team the conviction that this past year, while exceptional, is only the beginning. We are continuing to deliver strong results in our ~~franchisees~~core tax business and ~~associates—~~are gaining traction in Block Horizons, our long-term strategic transformation, built on the foundation that we can serve more customers in more ways by better leveraging our existing assets to become a trusted partner year-round. H&R Block’s future is very bright. I am proud to be a part of it and especially the senior leadership team headed by CEO Jeff Jones—for the extraordinary way they have dealt with the challenges of the year. Our team has performed above and beyond throughout the crisis and, on behalf of the Board, I wantmost thankful to ~~extend our sincere appreciation.~~

~~As always, I will conclude by thanking~~ all of you for your confidence in our company. These are difficult times, but our company is financially strong and strategically well-placed, so we have a great deal of confidence in the future. I look forward to “seeing” you at our first-ever virtual annual meeting in September.support.

Best regards,

Robert A. Gerard

Chairman of the Board

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HELPFUL RESOURCES			ii
PROXY STATEMENT INTRODUCTION			1
~~INTRODUCTION~~FISCAL YEAR 2022 HIGHLIGHTS			1
~~OUR RESPONSE TO THE PANDEMIC~~GOVERNANCE HIGHLIGHTS			13
~~CORPORATE SOCIAL RESPONSIBILITY~~ESG HIGHLIGHTS			24
PROPOSAL 1 – ELECTION OF DIRECTORS			45
DIRECTOR NOMINATION PROCESS			45
SELECTING AND EVALUATING OUR NOMINEES			56
SUMMARY OF DIRECTOR NOMINEES’ SKILLS AND EXPERIENCE			7
DIRECTOR NOMINEES			67
ADDITIONAL INFORMATION CONCERNING THE BOARD OF DIRECTORS			12
BOARD OF DIRECTORS’ MEETINGS AND COMMITTEES			12
DIRECTOR COMPENSATION			13
DIRECTOR COMPENSATION TABLE			15
CORPORATE GOVERNANCE			16
~~BOARD LEADERSHIP STRUCTURE AND ACCOUNTABILITY~~			18
COMMUNICATIONS WITH THE BOARD			18
DIRECTOR ATTENDANCE AT ANNUAL MEETINGS OF SHAREHOLDERS			18
BOARD’S ROLE IN RISK OVERSIGHT			18
COMPENSATION DISCUSSION AND ANALYSIS			20
EXECUTIVE SUMMARY			20
~~EXECUTIVE COMPENSATION PRACTICES~~			22
~~EXECUTIVE COMPENSATION PROGRAM SUMMARY~~ENGAGEMENT WITH OUR SHAREHOLDERS			23
EXECUTIVE COMPENSATION PRACTICES			24
FISCAL YEAR 2022 EXECUTIVE COMPENSATION PROGRAM ~~COMPONENTS~~SUMMARY			25
FISCAL YEAR 2022 COMPENSATION ~~“CLAWBACK” POLICY AND RESTRICTIVE COVENANTS~~PROGRAM			3725
VESTING AND PERFORMANCE-BASED PAYOUTS OF FISCAL YEAR 2020 PSUS AND MSUS			31
FISCAL YEAR 2023 COMPENSATION ~~PHILOSOPHY AND~~PROGRAM			33
OTHER BENEFITS			34
COMPENSATION BENCHMARKING			3735
ROLES OF THE INDEPENDENT COMPENSATION CONSULTANT, MANAGEMENT, AND THE BOARD IN EXECUTIVE COMPENSATION			35
OTHER EXECUTIVE COMPENSATION PRACTICES AND POLICIES			36
TERMINATION OF EMPLOYMENT, SEVERANCE, AND TRANSITION ARRANGEMENTS			4137
COMPENSATION COMMITTEE REPORT			4239
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION			4239
RISK ASSESSMENT IN COMPENSATION PROGRAMS			4239
EXECUTIVE COMPENSATION			4340
SUMMARY COMPENSATION TABLE			4340
GRANTS OF PLAN-BASED AWARDS TABLE			4442
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE			4543
OPTION EXERCISES AND STOCK VESTED TABLE			4644
NONQUALIFIED DEFERRED COMPENSATION ~~TABLE~~			46
~~H&R BLOCK DEFERRED COMPENSATION PLAN FOR EXECUTIVES~~			4644
EMPLOYMENT AGREEMENTS, CHANGE IN CONTROL AND OTHER ARRANGEMENTS			4745
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL			5148
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE			5148
PAY RATIO DISCLOSURE			5249
EQUITY COMPENSATION PLANS			5350
AUDIT COMMITTEE REPORT			5451

H&R Block, Inc. | Notice of Annual Meeting of Shareholders and 2022 Proxy Statement

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HELPFUL RESOURCES

	Where You Can Find Additional Information
	Annual Meeting
	Proxy Statement
	https://investors.hrblock.com/financial-information/proxy-statements
	Annual Report https://investors.hrblock.com/financial-information/annual-reports
	Voting via the Internet Before the Annual Meeting: www.proxyvote.com
	Attending the Annual Meeting by Internet:
	www.virtualshareholdermeeting.com/HRB2022
	Board of Directors
	https://www.hrblock.com/tax-center/board-of-directors/
	Governance Documents
	https://investors.hrblock.com/corporate-governance
	▪ Amended and Restated Articles of Incorporation
	▪ Amended and Restated Bylaws
	▪ Code of Business Ethics & Conduct
	▪ Board of Directors Independence Standards
	▪ Political Activities Policy and Voluntary Annual Reports
	▪ Corporate Governance Guidelines
	▪ Committee Charters
	Investor Relations
	https://investors.hrblock.com
	Environmental, Social, and Governance Matters
	https://investors.hrblock.com/corporate-governance/esg-corporate-responsibility

	Definition of Certain Frequently Used Terms or Abbreviations¹

	Annual Meeting			2022 annual meeting of shareholders
	Articles			Amended and Restated Articles of Incorporation of H&R Block, Inc.
	Board or Board of Directors			H&R Block, Inc. Board of Directors
	Bylaws			Amended and Restated Bylaws of H&R Block, Inc.
	CEO			Chief Executive Officer
	CFO			Chief Financial Officer
	Deloitte			Deloitte & Touche LLP
	IRS			Internal Revenue Service
	LTI			Long-Term Incentive
	MSUs			Market Stock Units
	NEO			Named Executive Officer
	NYSE			New York Stock Exchange
	PSUs			Performance Share Units
	RSUs			Restricted Share Units
	SEC			Securities and Exchange Commission
	STI			Short-Term Incentive

1	Additional defined terms may be found throughout this proxy statement.

H&R Block, Inc. | Notice of Annual Meeting of Shareholders and 2022 Proxy Statement

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H&R BLOCK, INC.

PROXY STATEMENT

FOR THE ~~2020~~2022 ANNUAL MEETING OF SHAREHOLDERS

This proxy statement is ~~furnished~~provided in connection with the solicitation of proxies by the Board ~~of Directors (the “Board of Directors” or “Board”)~~ of H&R Block, Inc., a Missouri corporation (“H&R Block” or the “Company” or “we”), for use at the ~~2020 annual meeting of shareholders of the Company (the “Annual Meeting”)~~Annual Meeting to be held virtually on ~~Thursday, September 10, 2020~~Friday, November 4, 2022 at ~~11:~~8:00 a.m. Central Time. References to the Annual Meeting in this proxy statement include any adjournment or postponement thereof. ~~As part of our precautions regarding the coronavirus (COVID-19), and in an effort to protect the health and safety of our shareholders, associates, and other stakeholders, we~~We are holding ~~our annual meeting~~the Annual Meeting solely by means of remote ~~communication.~~communication, as we believe that hosting a virtual meeting enables greater shareholder attendance from any location around the world, as demonstrated by the level of shareholder attendance at last year’s virtual annual meeting. We designed the format of the virtual Annual Meeting to ensure that our shareholders who attend the virtual Annual Meeting will be afforded comparable rights and opportunities to participate as they would at an in-person meeting. See below under Questions and Answers About the Annual Meeting and Voting for more information. You can attend the Annual Meeting online, vote your shares, and submit questions prior to and during the meeting by visiting www.virtualshareholdermeeting.com/~~HRB2020.~~HRB2022.

This proxy statement contains information about the matters to be voted on at the meeting and the voting process, as well as information about our directors and executive officers. Please refer to Questions and Answers About the Annual Meeting and Voting beginning on page 6157 for the answers to certain frequently asked questions about the Annual Meeting and this proxy statement. Our proxy materials were first sent or made available to shareholders on or about ~~July 31, 2020.~~September 22, 2022.

PROXY STATEMENT INTRODUCTION

~~INTRODUCTION~~FISCAL YEAR 2022 HIGHLIGHTS

Block Horizons 2025

During fiscal year 2021, we introduced our Block Horizons 2025 strategy, the next phase of our strategic transformation, which builds on previous work to strengthen our foundation and position us for long-term, sustainable growth and focuses on the following three strategic imperatives:

In fiscal year 2022, we made meaningful progress across each Block Horizons strategic imperative:

▪	In Small Business tax, we had strong growth in clients and mix, and Wave saw 28% revenue growth year-over-year and new leadership joining to drive the next phase of its growth;

▪	In Financial Products, we launched our mobile banking platform, SpruceSM; and

▪	We drove meaningful results in Block Experience, including tripling virtual adoption year-over-year, maintaining strong tax pro productivity, and funding the future with cost savings, including eliminating approximately 40,000 human labor hours with robotic process automation.

H&R Block, Inc. | Notice of Annual Meeting of Shareholders and 2022 Proxy Statement

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Fiscal Year 2022 Results

Our continued execution across each Block Horizons strategic imperative helped us achieve strong financial results in fiscal year 2022. We exceeded our annual guidance on both revenue and EBITDA and continued a multi-year trend of creating value for shareholders. The below illustrates our progress since the year ended June 30, 2019, the last normal year prior to the pandemic:

Note: All amounts represent results from continuing operations. On June 9, 2021, the Board of Directors approved a change of the Company's fiscal year end from April 30 to June 30. As a result, the Company's 2022 fiscal year began on July 1, 2021 and ended on June 30, 2022. The change to the fiscal year end had no impact on the Company’s historical consolidated financial position, results of operations, or cash flows. In order to aid in comparability to historical financial data, the Company has recast select unaudited historical financial information and metrics on the basis of a June 30 fiscal year end with respect to the year ended June 30, 2019.

(1)	Excluding Free File Alliance returns.

(2)

EBITDA and Adjusted EPS and normalized results are non-GAAP financial measures. For more information regarding financial measures not prepared in accordance with generally accepted accounting principles (“GAAP”) that are disclosed in this proxy statement and for a reconciliation of these non-GAAP measures to the most directly comparable financial measures prepared in accordance with GAAP, see “Non-GAAP Financial Information” beginning on page 34 in Part II, Item 7 to the Company’s annual report on Form 10-K for the fiscal year ended June 30, 2022 filed with the SEC on August 16, 2022 and Annex A of this proxy statement.

(3)	All per share amounts are based on weighted average fully diluted shares over the corresponding period.

In addition, we also repurchased approximately 13% of shares outstanding at an average price of $23.84 per share in fiscal year 2022.

H&R Block, Inc. | Notice of Annual Meeting of Shareholders and 2022 Proxy Statement

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GOVERNANCE HIGHLIGHTS

Board Composition

The Governance and Nominating Committee works with the Board to determine the appropriate characteristics, skills, and experience for the Board as a whole and its individual members. In evaluating the suitability of individual Board members, the Board takes into account many factors, as described in detail on page 5. The Board evaluates each individual in the context of the Board as a whole with the objective of retaining a group of directors with diverse and relevant experience that can best perpetuate the Company’s success and represent shareholder interests through sound judgment.

The Board desires to maintain an overall balance of experience, continuity and fresh perspectives, and thus has added a total of four new directors over the last four years.

Board Tenure and Refreshment

Over the past 4 years:

Board Profile and Diversity

The Board believes that diversity in the boardroom is critical to the success of the Company and its ability to create long-term value for our shareholders. The diverse backgrounds of our individual directors improve the Board’s oversight and evaluation of management on behalf of the shareholders and produce more creative thinking and better strategic decision-making by the Board.

Although we do not have a formal policy concerning diversity of director nominees, the Board has made, and will continue to make, diversity across many areas, including gender identity, ethnicity, culture and geographic origin, sexual orientation, education, personal background, and professional and industry experience a priority when considering director candidates.

H&R Block, Inc. | Notice of Annual Meeting of Shareholders and 2022 Proxy Statement

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Board and Committee Oversight of Environmental, Social, and Governance Matters

Our Corporate Governance Guidelines provide that our Board is responsible for oversight of the Company’s policies, programs, and strategies regarding significant environmental, social, and governance (“ESG”) matters, which include, among other things, corporate social responsibility, environmental sustainability, and human capital management. The Board receives, at least annually, an ESG update from management and reviews ESG policies, programs, strategies, risks, and trends. The Board also has regular discussions each year on other human capital management topics, including diversity, inclusion, and belonging, top talent, succession planning, and associate engagement. The Governance and Nominating Committee will review, and make recommendations regarding, ESG matters when requested by the Board.

The Audit Committee of the Board is responsible for the oversight of policies and processes pertaining to the Company’s enterprise risk management (“ERM”) program and specifically considers risks and controls relating to, among other things, data and cyber security. Management briefs the Audit Committee on information security risk matters as a part of regular ERM reports, with a deep dive focused solely on information security at least annually.

ESG HIGHLIGHTS

At H&R Block, our ~~purpose~~Purpose is to provide help and inspire confidence in our clients and communities everywhere. We ~~have been true~~remain strongly committed to ~~this purpose since~~carrying out the legacy of our co-founders, Henry and Richard Bloch, ~~founded the Company~~to be a force for positive change in ~~1955.~~ our local communities. Alongside our strategic goals, we demonstrate our Purpose through our community impact platform Make Every Block Better; commitments to diversity, inclusion, and belonging through our Belonging@Block initiative for associates; and our Equity Action Plan under which we are taking concrete steps with internal education, policies, and community initiatives to help address racism.

We ~~now have Company-owned and franchise retail locations in all 50 states, Puerto Rico and other U.S. territories, and on U.S. military bases internationally. We also offer~~are continuing to improve upon our ~~tax preparation services in Canada and Australia.~~ongoing ESG efforts. Highlights for fiscal year 2022 include:

▪	Development of policies to guide our stewardship efforts;

▪	A second carbon emission inventory on our U.S. operations to estimate and better understand our carbon footprint; and

▪	Preparation of SASB disclosures to increase transparency.

Our brand has been synonymous with taxes for decades, and we continue to lead the industry as the only company to offer a complete choice for consumers to get tax help however they want. By combining the knowledge of highly trained tax professionals with cognitive computing technology and digital services, we continue to offer clients our most personalized tax experience ever.

~~Fiscal year 2020 represented a continuation of our efforts to digitally enable every aspect of our business. We made significant progress toward this objective and were on track to deliver~~For more information on our ~~financial outlook before~~ESG initiatives and how we ~~were faced with challenges beyond anything we have experienced due to the disruption caused by the COVID-19 pandemic.~~

~~Additionally, in early fiscal year 2020 we made a significant step forward in~~demonstrate our ~~efforts to grow in small business through~~Purpose, and our ~~acquisition~~first set of Wave, an innovative financial solutions platform for small businesses. Acquiring this software platform allows us to accelerate our small business strategy. It also offers a unique opportunity over time to cross sell and attract new clientsSASB disclosures, please refer to our ~~tax business, while helping our current tax clients with their small business needs.~~

~~OUR RESPONSE TO THE PANDEMIC~~

On March 21, 2020, the federal tax filing deadline in the United States (U.S.) for individual 2019 tax returns was extended from April 15, 2020 to July 15, 2020, and substantially all U.S. states with an April 15 individual state income tax filing requirement similarly extended their respective deadlines. In Canada, the deadline for individuals to file was extended to June 1, 2020. In addition, governments around the world took a variety of actions to contain the spread of COVID-19. Jurisdictions inannual ESG Report, which we ~~operate imposed various restrictions~~expect to be posted on our business throughout the remainder of the tax season, including capacity and other operational limitations, social distancing requirements, and in limited instances required us to close certain offices.ESG website at https://investors.hrblock.com/corporate-governance/esg-corporate-responsibility by October 2022.

H&R Block, Inc. | Notice of Annual Meeting of Shareholders and ~~2020~~2022 Proxy Statement | ~~H&R Block 2020 Proxy Statement 1~~

~~TABLE OF CONTENTS~~

In mid-March, as the spread of the virus began to impact our business, our extensive program of crisis preparation enabled us to react effectively and efficiently. We took several steps to ensure we remained financially strong and well-equipped to help clients gain access to their much-needed refunds and assist small business owners as they navigated the financial uncertainty caused by the pandemic. We drew down our $2 billion line of credit to provide liquidity and maximum flexibility, and made the following changes operationally:

~~CORPORATE SOCIAL RESPONSIBILITY~~

			During fiscal year 2020, H&R Block launched a new community impact platform, Make Every Block Better, that focuses on increasing human connections, supporting entrepreneurship, and combating loneliness in our communities. We believe that in every community there is a virtuous cycle of entrepreneurship and community engagement.
Because we are in thousands of communities and on Main Streets across America, we believe we have a responsibility to take action to help our neighbors and small business owners connect and thrive. When we are successful, we will see vibrant, inclusive communities lifting up our neighbors, our associates, small businesses, our own company, all of us.

To date, we have started implementing Make Every Block Better through a series of partnerships with an eye on specific social impacts in the communities we live and serve in. In total, during fiscal year 2020, H&R Block, The H&R Block Foundation, and our associates donated and granted nearly $5 million in support of community building efforts, supporting entrepreneurs, improving quality of life, and in direct relief.

In addition, we have also continued our commitment to our communities during the COVID-19 pandemic. We joined the American Express “Stand for Small” coalition in support of small businesses as they navigate the impacts of COVID-19. At Wave, we provided Instant Payouts to all of our payments customers for free, to give them immediate access to their money. And we offered free tax preparation to frontline workers through Tax Pro Go^SM ~~in May and June which received overwhelmingly positive feedback.~~

~~Finally, our associates and the H&R Block Foundation provided several contributions to direct relief efforts, including:~~

The H&R Block Foundation donated $100,000 to the Kansas City Regional COVID-19 Rapid Response and Recovery Fund at the Greater Kansas City Community Foundation, which is a collaborative funding pool established to address the health and human service needs in the greater Kansas City area created by the COVID-19 pandemic;

Company associates donated $30,000 to the Kansas City Regional COVID-19 Rapid Response and Recovery Fund, with The H&R Block Foundation and the Marion and Henry Bloch Foundation matching associate donations $2 for every $1, enabling a total gift of another $90,000; and

~~Notice of Annual Meeting of Shareholders and 2020 Proxy Statement~~ | ~~H&R Block 2020 Proxy Statement 2~~

~~TABLE OF CONTENTS~~

The H&R Block Foundation donated $100,000 to the United Way of Greater Kansas City to support the expansion of a 211 Call Center and COVID relief fund support. The 211 Call Center connects individuals in need to the most appropriate local resources through the use of a comprehensive resource database.

~~Throughout our response to the COVID-19 pandemic, we have continued to live out our purpose of providing help and inspiring confidence in our clients and communities everywhere.~~

~~Diversity and Inclusion Efforts~~

A culture of inclusiveness and equality is a fundamental part of H&R Block’s DNA. In October 2019, we formalized and expanded on those efforts with the new Belonging@Block initiative. We have established a Belonging Council of 15 associates, drawn from multiple departments across the organization, to promote a culture of diversity, inclusion, and belonging for all associates. H&R Block must be a place where everyone feels safe and has a deep sense of belonging.

In 2019, CEO Jeff Jones signed the CEO Action for Diversity and Inclusion Pledge, joining many of the world’s leading companies and organizations whose CEOs have all agreed to take action to foster an environment where diverse experiences and perspectives are welcomed and where associates feel comfortable and empowered to discuss diversity and inclusion. Then in early 2020, H&R Block joined the Catalyst CEO Champions For Change. This transformational diversity and inclusion initiative is designed to accelerate the progress of women into all levels of leadership.

In June 2020, the entire senior leadership team made a public commitment to doing our part to advocate for and create racial equality within our company and the communities in which we serve. We have been intentional in listening to and discussing the racism experienced firsthand by our associates. We are committed to actions that are tangible, measurable, and sustainable in the areas of talent acquisition, racial equity and inclusion training, small business partnerships, connected neighborhoods and affordable housing, diversity sourcing practices, and youth education. These actions will take time and effort, but we believe in the importance of taking a first step.

In addition, to foster diversity and inclusion at H&R Block, we include Diversity Inclusion & Belonging and Workplace Harassment training as part of our ongoing, annual training strategy. As part of the CEO Action pledge, we also joined other leading organizations across the country for a Day of Understanding to have meaningful conversations, exploring our blind spots and unconscious biases, as we strive to build a culture of Belonging and demonstrate the power of being Better Together.

~~We are proud of the recognition that these efforts have received:~~

Earned 100 percent in the Human Rights Campaign’s 2020 Corporate Equality Index. For our perfect score, H&R Block also was recognized as one of the “Best Places to Work for LGBTQ Equality.” The Human Rights Campaign evaluated H&R Block on three pillars: non-discrimination policies, equitable benefits, and support of an inclusive culture and corporate social responsibility.

~~Best Employers for Diversity, Forbes 2018 - 2020~~

~~Best Employers for New Grads, Forbes 2018 - 2019~~

~~Best Employers for Women, Forbes 2018 - 2019~~

~~America’s Best Employers by State, Forbes 2019~~

~~Best Company Work-Life Balance, Comparably 2019~~

~~Corporate Responsibility Reporting~~

H&R Block intends to prepare and publish its first annual corporate responsibility report in fiscal year 2021, detailing progress made across key metrics related to environmental sustainability, social impact, and corporate governance.

~~Notice of Annual Meeting of Shareholders and 2020 Proxy Statement~~ | ~~H&R Block 2020 Proxy Statement 3~~4

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In addition, on July 27, 2020, the Board of Directors approved the nomination of Yolande G. Piazza for election as a director at the Annual Meeting. The Board believes that Ms. Piazza meets the criteria described below and is a highly qualified candidate for election to the Board. Her nomination was recommended by the Governance and Nominating Committee and approved by the Board to be submitted to shareholders for election to fill the vacancy on the Board.

The Articles and Bylaws ~~also~~ provide that all of the directors shall be elected ~~at each annual meeting of shareholders.~~annually. Under the Bylaws, each director holds office until the earlier of the election and qualification of such director’s successor or the director’s death, resignation, retirement, disqualification, disability, or removal from office. Any vacancy on the Board may be filled by a majority of the ~~surviving or~~directors remaining ~~directors then~~ in office. The Company’s Bylaws provide that any incumbent director who is not elected by a majority of shares entitled to vote on ~~his or her~~the election and represented in person or by proxy shall promptly tender ~~his or her~~an irrevocable resignation to the Company’s Board, subject only to the condition that the Board accept the resignation. The Board and the Governance and Nominating Committee must consider and act on the resignation, as more fully described under “Corporate Governance – Mandatory Director Resignation Policies,” on page 16. To be eligible to be a nominee as a director, whether nominated by the Board or a shareholder, a person must deliver to the Company a written agreement that such person will abide by this director resignation requirement.

The Board has nominated ~~Paul J. Brown,~~Sean H. Cohan, Robert A. Gerard, Anuradha (Anu) Gupta, Richard A. Johnson, Jeffrey J. Jones II, ~~David Baker Lewis,~~Mia F. Mends, Yolande G. Piazza, Victoria J. Reich, ~~Bruce C. Rohde,~~and Matthew E. Winter ~~and Christianna Wood~~ for election as directors of the Company. Unless otherwise instructed, the appointed proxies will vote the shares represented by the proxy cards received by them for each of the nominees named below. Each nominee has consented to be named in this proxy statement and to serve as director if elected. If any nominee becomes unavailable for election for any reason, the Board may provide for a lesser number of directors or designate substitute nominees, and the proxies will be voted for the remaining nominees and any substitute nominees, unless otherwise instructed by a shareholder.

DIRECTOR NOMINATION PROCESS

The Board of Directors is responsible for nominating members for election to the Board and for filling any vacancies ~~on the Board that may occur~~ between annual meetings of shareholders. The Governance and Nominating Committee is responsible for identifying, screening, and recommending director candidates ~~for Board membership~~ to the entire Board. The Governance and Nominating Committee works with the Board to determine the appropriate characteristics, skills, and experience for the Board as a whole and its individual members. In evaluating the suitability of individual Board members, the Board takes into account many factors ~~which are~~as described ~~in further detail~~ below. The Board evaluates each individual in the context of the Board as a whole with the objective of retaining a group of directors with diverse and relevant experience that can best perpetuate the Company’s success and represent shareholder interests through sound judgment.

The Governance and Nominating Committee may seek the input of other members of the Board or management in identifying candidates who meet the criteria outlined above. In addition, the Governance and Nominating Committee may use the services of consultants or a search firm. The Governance and Nominating Committee will consider recommendations by the Company’s shareholders of qualified director candidates for possible nomination by the Board. Shareholders may recommend qualified director candidates by writing to the Company’s Corporate Secretary at H&R Block, Inc., One H&R Block Way, Kansas City, Missouri 64105. Submissions should include information regarding a candidate’s background, qualifications, experience, and willingness to serve as a director. Based on a preliminary assessment of a candidate’s qualifications, the Governance and Nominating Committee may conduct interviews with the candidate or request additional information from the candidate. The Governance and Nominating Committee uses the same process for evaluating all candidates for nomination by the Board, including those recommended by shareholders. The Bylaws permit persons to be nominated as directors directly by shareholders under certain conditions. To do so, shareholders must

~~Proposal 1 – Election of Directors~~ | ~~Director Nomination Process~~ | H&R Block, ~~2020~~Inc. | Notice of Annual Meeting of Shareholders and 2022 Proxy Statement 4

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comply with the advance notice requirements under the Bylaws as outlined in the “Shareholder Proposals and Nominations” section of this proxy statement. The Company did not receive notice from any shareholder prior to the deadline for submitting notice of an intention to nominate any additional persons for election as directors at the Annual Meeting.

The Governance and Nominating Committee engaged a third-party search firm to conduct a comprehensive search for director candidates that would match the characteristics described in this proxy statement as being desirable for members of our Board. The Governance and Nominating Committee considered several solicited candidates who were evaluated based on the criteria described in this proxy statement and recommended to the Board that it nominate Ms. Piazza for election to the Board. The Board believes that Ms. Piazza meets the criteria described in this proxy statement and is a highly qualified candidate to fill the vacancy on the Board. Ms. Piazza brings to the Board extensive financial services experience, including over 30 years of executive leadership experience building customer centric strategies and products, expertise in digital innovation, and a strong technical transformational and operational background in implementing solutions from ideation to customer adoption. The Board approved the nomination of Ms. Piazza on July 27, 2020 for election at the Annual Meeting.

Diversity

Both the Board and the Governance and Nominating Committee believe that diversity of skills, perspectives, backgrounds, and experiences among Board members improves the Board’s oversight and evaluation of management on behalf of the shareholders and produces more creative thinking and better strategic ~~solutions~~decision-making by the Board. Although we do not have a formal policy concerning diversity of director nominees, the Governance and Nominating Committee considers, though not exclusively, the distinctive skills, perspectives, backgrounds, and experiences that candidates who are diverse in gender ~~ethnic background,~~identity, ethnicity, culture and geographic origin, sexual orientation, education, personal background, and professional and industry experience have to offer.

SELECTING AND EVALUATING OUR NOMINEES

When evaluating potential director nominees, the Governance and Nominating Committee considers each individual’s professional experience, areas of expertise, and educational ~~background.~~and personal backgrounds. The Board determines the appropriate mix of experiences, areas of expertise, and educational backgrounds in order to maintain a Board that is strong in its collective knowledge and that has the skillsets necessary to fulfill its responsibilities, meet the future needs of the Company, and represent the interests of our shareholders.

Among the most important specific skills, knowledge, and experience that the Governance and Nominating Committee and Board rely upon when determining whether to nominate an individual for election are the following:

▪	Operating experience as current or former executives, which gives directors specific insight into, and expertise that will foster active participation in, the development and implementation of our operating plan and business strategy;

▪	Executive leadership experience, which gives directors who have served in significant leadership positions strong abilities to motivate and manage others and to identify and develop leadership qualities in others;

▪	Accounting or financial expertise, which enables directors to analyze our financial statements, capital structure, and complex financial transactions, and oversee our accounting and financial reporting processes;

▪	ERM experience, which contributes to oversight of management’s risk monitoring and risk management programs, and establishment of risk appetite aligned with our strategy;

▪	Financial, technology, or retail industry knowledge, which are vital in understanding and reviewing our strategy, including the acquisition of businesses that offer complementary products or services;

▪

Public company board and corporate governance experience, which provides directors a solid understanding of their extensive and complex oversight responsibilities and furthers our goals of greater transparency, accountability for management and the Board, and protection of our shareholders’ interests;

▪	Data security experience, which is valuable in understanding data security risks and contributes to oversight of our data security programs, policies, and procedures; and

▪	ESG expertise, which enables directors to analyze ESG risk and oversee our ESG strategy and initiatives.

H&R Block, Inc. | Notice of Annual Meeting of Shareholders and 2022 Proxy Statement

~~Executive leadership experience, which gives directors who have served in significant leadership positions strong abilities to motivate and manage others and to identify and develop leadership qualities in others;~~

~~Accounting or financial expertise, which enables directors to analyze our financial statements, capital structure, and complex financial transactions and oversee our accounting and financial reporting processes;~~

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~~Enterprise risk management experience, which contributes to oversight of management’s risk monitoring and risk management programs, and establishment of risk appetite aligned with our strategy;~~

SUMMARY OF DIRECTOR NOMINEES’ SKILLS AND EXPERIENCE

Skills and Experience

Operating experience

•

Executive leadership

•

Accounting/financial expertise

•

ERM experience

•

Industry knowledge

•

Public company board and corporate governance

•

Data security experience

•

ESG expertise

•

Demographic Information

Tenure (years)*

Age*

Gender

Race/Ethnicity

Black/African American

•

Asian/Other Pacific Islander

•

White/Caucasian

•

*	Tenure and age calculated as of the date of this proxy statement; tenure rounded to the nearest whole number of years.

~~Financial, technology, or retail industry knowledge, which are vital in understanding and reviewing our strategy, including the acquisition of businesses that offer complementary products or services; and~~

~~Public company board and corporate governance experience~~, which provides directors a solid understanding of their extensive and complex oversight responsibilities and furthers our goals of greater transparency, accountability for management and the Board, and protection of our shareholders’ interests.

DIRECTOR NOMINEES

The Board believes that all the director nominees are highly qualified and have significant leadership experience, knowledge, and skills that qualify them for service on our Board, and, as a group, represent diverse views, experiences, and backgrounds. All director nominees satisfy the criteria set forth in our Corporate Governance Guidelines and possess the personal characteristics that are essential for the proper and effective functioning of the Board. Each nominee’s biography below contains additional information regarding ~~his or her~~the nominee’s experiences, qualifications, and skills.

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The number of shares of common stock, share units, and share equivalents beneficially owned by each nominee for director is listed under the heading “Security Ownership of Directors and Management” on page 5855.

~~DIRECTOR NOMINEES~~

The following pages present information regarding each director nominee, including information about each nominee’s professional experience, areas of expertise, educational background, and qualifications that led the Board to nominate him or her for election. The following also includes information about all public company directorships each nominee currently holds.

	~~Paul J. Brown~~Sean H. Cohan Director Since: ~~2011~~2021 Age: 5347 Committee Memberships: Compensation; Governance and Nominating ~~(Chair)~~			Experience: Mr. ~~Brown~~Cohan has served as ~~the~~ Chief ~~Executive~~Growth Officer and President, International of ~~Inspire Brands, Inc.,~~Nielsen Holdings plc, a ~~privately held multi-brand restaurant~~publicly traded global media measurement and data analytics company, ~~whose portfolio includes more than 8,400 Arby’s, Buffalo Wild Wings, SONIC Drive-In,~~since March 2020. Mr. Cohan has decades of experience in business-to-business and ~~Rusty Taco locations worldwide, since February 2018. Prior to his current position,~~consumer media, including 15 years at A+E Networks where he ~~served as the Chief Executive Officer of Arby’s Restaurant Group, Inc. (a privately held company) from May 2013 until February 2018. He~~most recently served as President, ~~Brands~~International and ~~Commercial Services for Hilton Worldwide,~~Digital Media from 2015 to 2018. Following his tenure at A+E, Mr. Cohan was President and Chief Business Officer at Wheelhouse Group, LLC, a ~~global hospitality company,~~diversified content venture from ~~2008~~2019 to April 2013. Prior to that, he was with Expedia Inc., for four years, most recently serving as President, Expedia North America and Expedia Inc. Partner Services Group. From 2001 through 2005, Mr. Brown wasearly 2020. He has a ~~Partner with McKinsey & Co.~~Bachelor’s Degree in their London and Atlanta offices. Earlier in his career, he was Senior Vice President of Brand Services for Intercontinental Hotels Group, a Manager with the Boston Consulting Group, Inc., and a Senior Consultant with Andersen Consulting. Mr. Brown received a Bachelors degree in ManagementEconomics from ~~the Georgia Institute of Technology~~Harvard and a Masters ~~of Business Administration degree~~ from the ~~Kellogg~~Stanford Graduate School of ~~Management, Northwestern University.~~Business.

				Other Boards and Appointments: Mr. ~~Brown~~Cohan sits on the Board of Directors/Trustees for the Parrish Art Museum (acting as Co-President), the Banff World Media Festival, the National Association of Television Programming Executives, and is Treasurer and Board Member of The Opportunity Network. He also sits as Content Committee Co-Chair on UJA Federation of NY. Mr. Cohan is also a ~~member of the board of directors of J. C. Penney Company, Inc., a publicly held department store chain, and FOCUS Brands, Inc.,~~Board Director at AccuWeather, a privately held restaurant company. Mr. Brown previously served on the board of Lindblad Expedition Holdings, Inc. from July 2015 until October 2017. He also serves on the boards of the Georgia Tech Foundation, Children’s Healthcare of Atlanta, Brand USA, and The Woodruff Arts Center.company that provides commercial weather forecasting services.

				Director Qualifications: Mr. ~~Brown~~Cohan brings extensive strategic, financial, operational, and growth experience to the Board, ~~significant executive leadership, operations, financial management, e-commerce, brand management,~~along with a track record of successfully transforming businesses, brands, teams, relationships, and ~~enterprise risk management experience.~~culture.

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	Robert A. Gerard Director Since: 2007 Age: 7577 Committee Memberships: Finance (Chair); Governance and Nominating			Experience: Mr. Gerard is the General Partner and investment manager of GFP, L.P., a private investment partnership. From 2004 to 2011, Mr. Gerard was Chairman of the Management Committee and ~~Chief Executive Officer~~CEO of Royal Street Communications, LLC, a licensee, developer, and operator of telecommunications networks in Los Angeles and Central Florida. From 1977 until his retirement in 1991, Mr. Gerard held senior executive positions with investment banking firms Morgan Stanley & Co., Dillon Read & Co., and Bear Stearns. From 1974 to 1977, Mr. Gerard served in the United States Department of the Treasury, completing his service as Assistant Secretary for Capital Markets and Debt Management. Mr. Gerard served on the 2021 selection committee for the Agenda Diversity 100, curating a guide of 100 board-ready individuals from historically underrepresented groups. He is a graduate of Harvard College and holds a Masters of Arts degree and a Juris Doctor degree from Columbia University.

				Other Boards and Appointments: Mr. Gerard served as a director of Gleacher & Company, Inc. from 2009 through May 2013, where he most recently served as Chair of the Executive Compensation Committee and was a member of the Committee on Directors and Corporate Governance.

				Director Qualifications: Mr. Gerard brings to the Board extensive experience in the financial services industry and many years of business experience in senior management and finance, as well as experience serving on the boards of other public companies.

	Anuradha (Anu) Gupta Director Since: 2019 Age: 5153 Committee Memberships: Compensation; Governance and Nominating (Chair)			Experience: Ms. Gupta has served as Executive Vice President, Chief Growth Officer of Bed Bath and Beyond Inc., a publicly held home products retailer, since October 2021, where she previously served as the Chief Strategy and Transformation Officer starting in October 2020. Prior to her work at Bed Bath & Beyond, she served as the Chief Operating Officer of Jyve Corporation, a talent marketplace and business optimization platform, ~~since 2018.~~from November 2018 to October 2020. Prior to ~~her current position,~~Jyve, she served as Senior Vice President Operational Excellence at Target Corporation, a retail sales company, from 2015 to 2018. From 2013 to 2015, Ms. Gupta was the Senior Operating Executive at Hellman & Friedman LLC, a private equity firm. Prior to that, she was with The Michaels Companies Inc. for five years from 2008 to 2013, serving as Vice President Process and Profit Improvement. Earlier in her career, she served in multiple strategic roles at Safeway Inc. and HCL Technologies Inc. Ms. Gupta received her Bachelor of Science (Honors) and MBA (Financial Management) from the University of Delhi.

				Other Boards and Appointments: None

				Director Qualifications: Ms. Gupta brings to the Board expertise in strategic transformations and driving operational excellence across multiple industries, including extensive experience in the retail industry.

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	Richard A. Johnson Director Since: 2015 Age: 6264 Committee Memberships: Audit; Compensation			Experience: Mr. Johnson ~~has served~~retired as ~~the Chief Executive Officer~~CEO and President of Foot Locker, Inc., a leading publicly held global athletic footwear and apparel retailer, on September 1, 2022. He continues to serve as Executive Chairman of the Board of Foot Locker through January 2023. Mr. Johnson had served as CEO and President of Foot Looker since December 1, 2014, and ~~was elected~~as Chairman of the Board insince May 2016. Prior to becoming ~~Chief Executive Officer~~CEO and President, he served in a variety of other leadership roles with Foot Locker, Inc. including Executive Vice President and Chief Operating Officer, Executive Vice President/Group President - Retail Stores, ~~Chief Executive Officer~~CEO and President of Foot Locker U. S./Lady Foot Locker/Kids Foot Locker/Footaction, ~~Chief Executive Officer~~CEO and President at Foot Locker Europe B.V., Foot Locker’s European headquarters in the Netherlands, President and ~~Chief Executive Officer~~CEO of Footlocker.com/Eastbay, and prior to that, held various executive positions at Eastbay, Inc. From 1990 to 1993, Mr. Johnson was a transportation economics manager at Graebel Van Lines, Inc. Earlier in his career, he worked for Electronic Data Systems, an IT services company, as a systems engineer. Mr. Johnson received a Bachelor of Arts degree in Business Administration and Accountancy from the University of Wisconsin, Eau Claire.

				Other Boards and Appointments: Mr. Johnson has served as director and member of the Executive Committee of Foot Locker, Inc. since 2014, and was elected Chairman of the Board in May 2016. During 2013, he served as a director of Maidenform Brands, Inc. Mr. Johnson also serves onas the Chairman of the board of directors of the Retail Industry Leaders Association, ~~and~~on the board of directors of The Footwear Distributors and Retailers of ~~America.~~America, and on the Chancellor’s National Leadership Council at the University of Wisconsin, Eau Claire.

				Director Qualifications: Mr. Johnson brings to the Board extensive knowledge of brick and mortar and digital/dot.com retail operations, as well as significant leadership, operations, financial management, and enterprise risk management experience.

	Jeffrey J. Jones II, President and Chief Executive Officer Director Since: 2017 Age: 5254 Committee Memberships: Finance			Experience: Mr. Jones has served as our President and ~~Chief Executive Officer of the Company~~CEO since October 2017, and, prior to serving as President and ~~Chief Executive Officer,~~CEO, was President and ~~Chief Executive Officer-Designate~~CEO-Designate beginning August 2017. Before that, Mr. Jones served as President, Ride Sharing at Uber Technologies Inc., an on-demand car service company, from September 2016 until March 2017 and Executive Vice President and Chief Marketing Officer at Target Corporation, a retail sales company, from April 2012 to September 2016. Prior to his time at Target Corporation, Mr. Jones was Partner and President of McKinney Ventures LLC, an advertising agency, from March 2006 to March 2012. Mr. Jones holds a Bachelor of Arts degree in Communications from the University of Dayton.

				Other Boards and Appointments: Mr. Jones ~~is also a director~~serves on the board of directors of Advance Auto Parts, Inc., a publicly held auto parts ~~retailer.~~retailer, where he chairs the Compensation Committee and is a member of the Nominating and Governance Committees.

				Director Qualifications: Mr. Jones brings to the Board intimate knowledge of the Company’s daily operations as the Company’s President and ~~Chief Executive Officer,~~CEO, an extensive background in marketing and the retail industry, and significant experience as a senior executive at various public companies.

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	~~David Baker Lewis~~Mia F. Mends Director Since: ~~2004~~2021 Age: 7647 Committee Memberships: ~~Compensation;~~ Audit; Governance and Nominating			Experience: ~~Mr. Lewis currently~~Ms. Mends serves as ~~Of Counsel~~Chief Executive, C&W Services at Cushman & Wakefield plc, a leading global real estate services firm. Prior to ~~Lewis~~joining C&W Services, Ms. Mends spent a decade in leadership at Sodexo Inc., including serving as Global Chief Diversity & ~~Munday,~~Inclusion Officer and CEO, Impact Ventures from May 2021 to June 2022; Chief Administrative Officer, North America, and leading SodexoMAGIC, a ~~Detroit-based legal firm with additional offices~~joint venture between Sodexo and Magic Johnson Enterprise, from July 2019 to May 2021; CEO of Benefits & Rewards Services from 2015 until 2019; and Vice President, Sales, for the Americas Region in ~~New York City~~Sao Paulo, Brazil from 2012 until 2015. Sodexo provides quality of life services, including dining and ~~Washington, D.C. Mr. Lewis is a co-founder~~meal services, vending and convenience services, integrated facilities management services, and healthier workforce initiatives. Before joining Sodexo, she was General Manager of the ~~firm, which was established~~Prepaid Debit Card Division of Noventis Inc. Ms. Mends holds a BA in ~~1972,~~economics from Wellesley College and ~~previously served as the firm’s Chairman and CEO. Mr. Lewis received a Bachelor of Arts degree~~an MBA from ~~Oakland University in Rochester, Michigan, a Masters of~~Harvard Business ~~Administration degree from University of Chicago, and a Juris Doctor degree from University of Michigan School of Law.~~School.

				Other Boards and Appointments: ~~Mr. Lewis~~Ms. Mends serves on the boards of Girls Inc. of Greater Houston and the EMERGE Fellows program and sits on the Business Leadership Council at Wellesley College and the Alumni Board of Harvard Business School. She is also a ~~director~~Corporate Director of STERIS plc, a publicly held provider of infection prevention and other procedural products and services, where he is a member and chairman of the Audit Committee and a member of the Governance and Nominating Committee. He was previously a director of The Kroger Company, Conrail, Inc., LG&E Energy Corp., M.A. Hanna, TRW, Inc., and Comerica, Inc.Limeade Inc, an employee engagement software company.

				Director Qualifications: ~~Mr. Lewis~~Ms. Mends brings to the Board expertise in business transformation, strategy, and corporate social responsibility, as well as operational experience ~~from serving on~~in the boards of other public companies, including service as the current or former chair of five public company audit committees (the Company, STERIS plc, The Kroger Company, LG&E Energy Corp., and Conrail, Inc.), expertise derived from his law practice and business background, and knowledge of finance and financial ~~services.~~services space.

	Yolande G. Piazza ~~Nominated for election at the Annual Meeting~~ ~~Age:~~Director Since: 502020 Age: 53 Committee Memberships: Compensation; Finance			Experience: Ms. Piazza serves as Vice President, Financial Services of Google’s Cloud division at Alphabet Inc., an internet-related services and products company, since June 2020. Prior to her current position, she was at Citigroup, Inc., a diversified financial services holding company, serving as ~~Chief Executive Officer~~CEO of Citi FinTech from March 2017 to June 2020, Chief Operating Officer of Citi FinTech from March 2016 to March 2017, and Chief Administration Officer, Strategy & Planning and Global Shared Functions of Citi Global Operations and Technology from September 2009 to March 2016. She also served in a variety of other executive roles at Citigroup prior to that, including Chief Information Officer of Citi Student Loan Corporation and Senior Vice President – Online Applications and Support for Citigroup – CitiCards Technology.

				Other Boards and Appointments: Ms. Piazza is ~~Chairwoman of the European Financial Management Association through September 2020 and is~~ an advisory member of Reputation.com.

				Director Qualifications: Ms. Piazza brings to the Board extensive financial services experience, including over 30 years of executive leadership experience building customer centric strategies and products, expertise in digital innovation, and a strong technical transformational and operational background in implementing solutions from ideation to customer adoption.

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	Victoria J. Reich Director Since:2011 Age:62 64 Committee Memberships: Audit (Chair); Finance			Experience: Ms. Reich served as the Senior Vice President and Chief Financial Officer of United Stationers Inc. (now known as Essendant, Inc.), a wholesale distributor of business products, from ~~June~~ 2007 until ~~July~~ 2011. Prior to that, Ms. Reich spent ten years with Brunswick Corporation, a manufacturer of ~~sporting and fitness equipment,~~recreational marine products, where she most recently was President of Brunswick European Group from 2003 until 2006. She served as Brunswick’s Senior Vice President and Chief Financial Officer from 2000 to 2003 and as Vice President and Controller from 1996 until 2000. Before joining Brunswick, Ms. Reich spent 17 years at General Electric Company where she held various financial management positions. Ms. Reich holds a Bachelor of Science degree in Applied Mathematics and Economics from Brown University.

				Other Boards and Appointments: Ms. Reich is a director of Ecolab Inc., a publicly held provider of water, hygiene, and ~~energy technologies,~~infection prevention solutions, where she is Chairman of the Audit Committee and a member of the Governance Committee. She is also a director of Ingredion Incorporated, a publicly held ingredient provider, where she is Chairman of the Audit Committee.

				Director Qualifications: Ms. Reich brings to the Board extensive financial management experience, operational experience, and executive leadership abilities.

	~~Bruce C. Rohde~~ ~~Director Since:~~ ~~2010~~ ~~Age:~~ 71 ~~Committee Memberships:~~ ~~Compensation; Governance and Nominating~~			~~Experience~~: Mr. Rohde served in multiple roles with ConAgra Foods, Inc. (now known as Conagra Brands Inc.), a packaged foods company, beginning in 1984, including General Counsel, President, Vice Chairman, Chairman and Chief Executive Officer, before transitioning in 2005 to Chairman and CEO Emeritus. Mr. Rohde currently serves as the Managing Partner of Romar Capital Group, a private entity. He holds many court admissions and a certified public accountant certificate. Mr. Rohde holds two degrees from Creighton University, a Bachelor of Science degree in Business Administration and a Juris Doctor degree, cum laude.

				~~Other Boards and Appointments~~: Mr. Rohde retired as Trustee Emeritus of Creighton University in June 2017, after 28 years of service, which included service as the chair of a wide variety of committees, as well as Vice Chairman and Chairman of the Board. Mr. Rohde formerly served as a director of Gleacher & Company, Inc. from 2009 through May 2013, where he most recently served as Lead Director and Chair of the Governance and Nominating Committee, as well as a member of the Audit and Executive Compensation Committees. He was previously a director of ConAgra Foods, Inc. and Valmont Industries Inc., both prior to 2007.

				~~Director Qualifications~~: Mr. Rohde brings to the Board significant senior executive leadership experience from a large public company perspective, including service in multiple executive roles as described above. He also has substantial experience as a board member at several public companies, including service as the chair of a wide variety of board committees, Chairman, Vice Chairman and Lead Director. Over the course of his career, Mr. Rohde’s diverse background has given him abundant experience in law, finance, accounting, tax, operational management, mergers, and acquisitions.

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	Matthew E. Winter Director Since:2017 Age:63 65 Committee Memberships: Audit; Compensation (Chair)			Experience: Mr. Winter served as President, The Allstate Corporation, a publicly held personal lines insurer, from January 2015 until his retirement in February 2018. Prior to serving as President of The Allstate Corporation, he was President, Allstate Personal Lines of Allstate Insurance Company beginning in December 2013 and, prior thereto, he served The Allstate Corporation and Allstate Insurance Company in various executive capacities beginning in 2009. Before joining Allstate, Mr. Winter held numerous senior executive positions at large financial institutions and insurance providers. In addition, he spent more than 12 years on active duty with the United States Army and also practiced law for several years before joining the insurance industry. Mr. Winter earned his Bachelor of Science from the University of Michigan, his Juris Doctor degree from the Albany Law School of Union University, and a Master of Laws from the University of Virginia School of Law. He is also a graduate of Harvard Business School’s Advanced Management Program.

				Other Board and Appointments: Mr. Winter is currently on the board of ADT Inc., a publicly held provider of monitored security and interactive home and business automation solutions, The Hartford Financial Services Group, Inc., a publicly held investment and insurance company, and The Winter-Lehman Family Foundation, and he previously served on the boards of Feeding America, the Leukemia and Lymphoma Society, the Houston Food Bank, and both the Connecticut and Houston Opera Companies.

				Director Qualifications: Mr. Winter brings to the Board extensive leadership experience developed throughout his career at Allstate and with other large financial institutions and insurance providers, as well as significant operations, consumer products, financial services, and enterprise risk management experience.

	~~Christianna Wood~~ ~~Director Since:~~ ~~2008~~ ~~Age:~~ 60 ~~Committee Memberships:~~ ~~Audit; Finance~~			~~Experience~~: Ms. Wood is the Chief Executive Officer of Gore Creek Capital Ltd., an investment management consulting company based in Golden, Colorado. Ms. Wood served as the Chief Executive Officer of Capital Z Asset Management, the largest dedicated sponsor of hedge funds, from 2008 through July 2009. Previously, she was the Senior Investment Officer for the Global Equity unit of the California Public Employees’ Retirement System (“CalPERS”) for five years. Prior to her service for CalPERS, Ms. Wood served as a Principal of several investment management organizations. She is also a chartered financial analyst and a chartered alternative investment analyst. Ms. Wood obtained a Bachelor of Arts degree, cum laude, from Vassar College and a Masters of Business Administration degree in Finance from New York University.

				~~Other Boards and Appointments~~: Ms. Wood is a member of the Vassar College Investment Committee and until June 30, 2018, served on the Vassar College Board of Trustees and Chaired the Trustee Investor Responsibility Committee. Ms. Wood is also a member of the boards of Grange Insurance, a private company, The Merger Fund, where she chairs the Nominating and Governance Committee, and is a member of the boards of the Delaware Funds by Macquarie fund complex. She was previously a member of the Public Company Accounting Oversight Board Standard Advisory Group (2006-2008) and the International Auditing and Assurance Standards Board Consultative Advisory Group (2006-2009). Ms. Wood was also a member of the Board of Governors of the International Corporate Governance Network from June 2008 until June 2012, serving as Chairman of the Board from June 2009 until June 2012, and served on the Board of Directors of the International Securities Exchange from 2010 to 2016.

				~~Director Qualifications~~: Ms. Wood brings to the Board a broad finance and corporate governance background, including experience as a senior investment officer for a large retirement fund and as Chairman of the Board of Governors of the International Corporate Governance Network. She has significant experience in accounting and financial matters. Through her prior service as an investment manager, Ms. Wood has had significant experience in the application of portfolio risk management techniques.

~~Proposal 1 – Election of Directors~~ | ~~Director Nominees~~ | ~~H&R Block 2020 Proxy Statement 11~~

~~TABLE OF CONTENTS~~

Unless otherwise instructed, the appointed proxies will vote the shares represented by the proxy cards received by them for each of the nominees named above. All nominees have consented to serve if elected. The Board of Directors has no reason to believe that any of the nominees would be unable to accept the office of director if elected. If any of the nominees becomes unavailable for election for any reason, the Board may provide for a lesser number of directors or designate substitute nominees, and proxies will be voted for the remaining nominees and any substitute nominees, unless otherwise instructed by the shareholder.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE 11NINE NOMINEES FOR DIRECTOR IN THIS PROPOSAL 1.

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ADDITIONAL INFORMATION CONCERNING THE BOARD OF DIRECTORS

BOARD OF DIRECTORS’ MEETINGS AND COMMITTEES

The Board of Directors is responsible for overseeing and providing policy guidance on the Company’s business and affairs. ~~The Board reviews significant developments affecting the Company and acts on matters requiring Board approval.~~ During the ~~2020~~2022 fiscal year, the Board of Directors held ~~ten~~seven meetings. During the ~~2020~~2022 fiscal year, each ~~of the~~ incumbent ~~directors~~director attended at least 75% of the aggregate total number of meetings of the Board of Directors and Board committees of which ~~he or she~~the director was a member. ~~Our~~Overall, our incumbent directors attended over ~~98%~~96% of ~~the~~all Board of Directors meetings and applicable Board committee meetings held during the ~~2020~~2022 fiscal year.

The standing committees of the Board are the Audit Committee, the Compensation Committee, the Governance and Nominating Committee, and the Finance Committee. The Company’s Corporate Governance Guidelines, Code of Business Ethics and Conduct, the Board of Directors Independence Standards (the “Independence Standards”), and charters for each of the standing committees may be accessed on the Company’s Investor Relations website at ~~www.hrblock.com by clicking the “Investor Relations” link and then clicking the “Corporate Governance” link.~~https://investors.hrblock.com/corporate-governance. These documents are also available in print to shareholders upon written request to the Corporate Secretary, H&R Block, Inc., One H&R Block Way, Kansas City, Missouri 64105.

Set forth below is a description of the primary duties of each of the standing committees of the Board and its members as of the date of this proxy statement.

Audit Committee
Committee Members Ms. Reich (Chair) Mr. Johnson Ms. ~~Archon~~Mends Mr. Winter Ms. Wood¹ ~~Mr. Johnson~~ ~~Mr. Winter~~ ~~Ms. Wood~~ 6 Four meetings in fiscal year ~~2020~~2022	•▪	Approves the appointment of the Company’s independent registered public accounting firm
	•▪	Evaluates the independence and performance of such firm
	•▪	Reviews the scope of the annual audit
	•▪	Reviews and evaluates the effectiveness of the Company’s internal audit function
	•▪	Reviews the effectiveness of the Company’s ERM program and the Company’s major financial risk exposures and the steps management has taken related thereto
	▪	Ensures that the Company has established a system to enforce the H&R Block Code of Business Ethics and Conduct
	•▪	Reviews and discusses with management and the independent registered public accounting firm the audited financial statements and accounting principles

	See the “Audit Committee Report” on page 5451. All of the members of the Audit Committee are independent under regulations adopted by the ~~Securities and Exchange Commission (“SEC”), New York Stock Exchange (“NYSE”)~~SEC, NYSE listing standards, and the Independence Standards. The Board has determined that each member of the Audit Committee is financially literate under NYSE guidelines and that Mr. Johnson, Ms. Reich, Mr. Winter, and Ms. Wood are each an audit committee financial expert pursuant to the criteria prescribed by the SEC.

1	Ms. ~~Archon~~Wood will cease serving on the Audit Committee upon her departure from the Board effective as of the Annual Meeting.

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Committee Members

Mr. Winter (Chair)

Mr. Cohan

Ms. Gupta¹

Mr. Johnson
~~Mr. Lewis~~

Ms. Piazza
~~Mr. Rohde~~²

Four meetings in fiscal year ~~2020~~2022

•▪

Reviews and approves the Company’s overall executive compensation philosophy, including compensation of the executive officers of the Company and its subsidiaries

•▪

Reviews and formally evaluates the CEO’s performance against corporate goals and objectives and approves the CEO’s compensation

•▪

Reviews risks related to the Company’s compensation policies and practices

•▪

Administers the Company’s short-term and long-term incentive compensation plans

See the “Compensation Discussion and Analysis” beginning on page 20. The Compensation Committee may delegate authority to ~~such~~ subcommittees as the Compensation Committee deems appropriate and in the best interests of the Company and its shareholders, to the extent permitted by applicable law and the NYSE listing standards. All of the members of the Compensation Committee are independent under NYSE listing standards and the Independence Standards.

1	~~Ms. Gupta was appointed to the Compensation Committee effective November 7, 2019.~~

²	~~Mr. Rohde served as Compensation Committee Chair until March 2, 2020.~~

Governance and Nominating Committee
Committee Members Ms. Gupta (Chair) Mr. ~~Brown (Chair)~~ ~~Ms. Archon~~Cohan¹ Mr. Gerard Ms. ~~Gupta~~Mends²¹ ~~Mr. Lewis~~ ~~Mr. Rohde~~ 6 Four meetings in fiscal year ~~2020~~2022	•▪	Reviews and oversees corporate governance matters
	•▪	Initiates recommendations of nominations for election as a director of the Company
	•▪	Evaluates the performance of the Board ~~of Directors~~
	•▪	Recommends the compensation of the non-employee directors of the Company
	▪	Reviews and makes recommendations regarding ESG matters when requested by the Board

	All of the members of the Governance and Nominating Committee are independent under NYSE listing standards and the Independence Standards.

Mr. Cohan and Ms. Mends were appointed to the Governance and Nominating Committee on September 9, 2021.

~~Ms. Archon will cease serving on the Governance and Nominating Committee upon her departure from the Board effective as of the Annual Meeting.~~

²	~~Ms. Gupta was appointed to the Governance and Nominating Committee effective November 7, 2019.~~

Committee Members

Mr. Gerard (Chair)

Mr. Jones

Ms. Piazza¹

Ms. Reich

Ms. Wood²

~~2 meetings~~

One meeting in fiscal year ~~2020~~2022

•▪

Provides advice to management and the Board of Directors concerning:

—

Financial structure of the Company

—

Share repurchases, dividends, and other capital allocation decisions

—

Funding of operations of the Company and its subsidiaries

—

Investment of Company funds

▪

—

~~Reviewing~~Reviews and ~~making~~makes recommendations to the Board regarding capital allocation and proposed acquisitions, dispositions, mergers, joint ventures, investments, and similar transactions

Ms. Piazza was appointed to the Finance Committee on September 9, 2021.

2	Ms. Wood will cease serving on the Finance Committee upon her departure from the Board effective as of the Annual Meeting.

DIRECTOR COMPENSATION

The Board considers and determines non-employee director compensation each year, taking into account recommendations from the Governance and Nominating Committee. The Governance and Nominating Committee ~~formulates~~forms its recommendation regarding any proposed changes based on its review of director compensation practices at a specific group of peer companies, based on publicly disclosed information (more discussion of ~~our~~the process for determining our peer group of companies can be found ~~beginning~~ on page 3735). Management, in consultation with the Compensation Committee’s independent compensation consultant, assists the Governance and Nominating Committee in its review by accumulating and summarizing market data ~~pertaining to~~on director compensation levels and practices at our peer group of companies and reviewing external survey ~~sources, and conducting its own custom research.~~sources.

~~Additional Information Concerning the Board of Directors~~ | ~~Director Compensation~~ | H&R Block, ~~2020~~Inc. | Notice of Annual Meeting of Shareholders and 2022 Proxy Statement

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~~The following chart describes the compensation~~Compensation elements for our non-employee directors ~~in effect~~ for fiscal year ~~2020:~~2022 are as follows:

	Compensation Element			Amount (annual except for meeting fees)
	Annual Cash Retainer⁽¹⁾			$70,000
	Annual Equity Retainer⁽²⁾			$150,000 (payable in deferred stock units (“DSUs”))
	Non-Executive Chairman of the Board Retainer⁽²⁾			$200,000 (payable in DSUs)
	Chair Retainer – Audit Committee⁽¹⁾			$20,000
	Chair Retainer – All Other Committees⁽¹⁾⁽³⁾			$15,000
	Board Meeting Fee⁽⁴⁾			$2,000 per meeting
	Committee Meeting Fee⁽⁵⁾			$1,500 per meeting

(1)	Paid in quarterly installments.

⁽²⁾	Equity grants are generally made immediately following election of directors at the Annual Meeting.

⁽³⁾	Due to his position as non-executive Chairman of the Board, Mr. Gerard has waived his eligibility for the Chair retainer related to his service as Chair of the Finance Committee.

⁽⁴⁾	Subject to a maximum of ten Board meetings per year.

⁽⁵⁾	Subject to a maximum of ten committee meetings per year per committee.

~~In addition, in consideration~~As previously disclosed, on June 9, 2021, our Board of ~~emerging corporate governance best practices, in~~Directors approved a change of our fiscal year ~~2018~~end from April 30 to June 30. The Company's 2022 fiscal year began on July 1, 2021 and ended on June 30, 2022 (“fiscal year 2022”). As a result, there was a two-month transition period between the ~~Governance~~end of our fiscal year 2021 and ~~Nominating Committee recommended,~~the start of our fiscal year 2022 (the “Transition Period”). The fiscal year end change also results in our 2022 Annual Meeting, and future annual meetings, being held in November, two months later than the September timeframe of our ~~Board approved, a limit of $750,000 on~~2021 annual meeting. To account for the ~~amount of aggregate equity~~fiscal year end change and ~~cash compensation that can be paid~~ to acompensate our non-employee ~~director of~~directors for the ~~Company in a calendar year. The limit does not apply to incremental compensation paid to a director solely in his or her capacity as non-executive Chairman of~~Transition Period, the Board ~~provided that such non-executive Chairman does not participate in the decision~~applied a 14/12 proration to award such additional compensation. The non-employee director compensation limit is set forth in the H&R Block, Inc. 2018 Long Term Incentive Plan (the “2018 Plan”), which was approved by our shareholders at the 2017 annual meeting. In setting the non-employee director ~~compensation limit, the Governance and Nominating Committee and the Board reviewed survey data provided by the Compensation Committee’s independent compensation consultant.~~

InDSUs awarded in fiscal year ~~2020, DSUs~~2022. This proration was applied for fiscal year 2022 only, no separate equity awards were granted for the Transition Period and award amounts reverted to ~~non-employee directors under~~ the ~~2018 Plan. The number of DSUs credited to a non-employee director’s account pursuant to an award under the 2018 Plan is determined by dividing the dollar amount~~standard values in fiscal year 2023. Proration of the ~~award by~~cash retainers was not necessary, as our fiscal year change did not impact the ~~average current market value per share~~quarterly timing of the Company’s common stock for the ten consecutive trading days ending on the date the DSUs are granted. The current market value per share generally is the closing sales price of a share of our common stock as reported on the NYSE.cash payments.

DSU awards are fully vested on the grant ~~date and are not subject to forfeiture.~~date. Vested DSUs are held in a deferred compensation account and become payable, ~~to each non-employee director,~~ in shares of common stock, on the six-month anniversary ~~date~~ of termination of service as a director. However, if a non-employee director dies prior to the payment, ~~in full of all amounts due such non-employee director,~~ the balance of the non-employee director’s DSU account becomes payable to the non-employee director’s beneficiary, in shares of common stock, within ninety days following the non-employee director’s death. There are no dividends paid on outstanding DSUs prior to the DSUs becoming payable, but dividend equivalents ~~on the number of outstanding DSUs accumulate. When~~accumulate and are paid when the DSUs otherwise become payable, in addition to receiving the applicable number of shares of common stock, the director will receive additional shares of common stock equal in value to the total dividends that would have been paid on such shares.payable.

On September ~~12, 2019,~~9, 2021, DSUs approximately equal in value to ~~$150,000~~$175,000 were granted to each of the Company’s incumbent non-employee directors for the ~~one-year~~ period of service on the Board beginning September ~~12, 2019.~~9, 2021 and ending at the 2022 Annual Meeting on November 4, 2022. In addition, DSUs approximately equal in value to ~~$200,000~~$233,333 were granted to Mr. Gerard for serving as the non-executive Chairman of the Board for the ~~one-year~~ period of service beginning September ~~12, 2019.~~9, 2021 and ending at the 2022 Annual Meeting on November 4, 2022.

The H&R Block, Inc. 2018 Long Term Incentive Plan (the “2018 Plan”), which was approved by our shareholders, limits the aggregate equity and cash compensation to $750,000 that can be paid to a non-employee director of the Company in a calendar year. The limit does not apply to incremental compensation paid to a director solely as non-executive Chairman of the Board, provided that such director does not participate in the decision to award that additional compensation. In setting the non-employee director compensation limit, the Governance and Nominating Committee and the Board reviewed survey data provided by the Compensation Committee’s independent compensation consultant.

The Company provides to its non-employee directors free business travel insurance in connection with Company-related travel and, consistent with the benefit provided to our full-time employees, the opportunity to use our tax preparation services for no charge. In addition, the H&R Block Foundation will match gifts by ~~non-employee~~our directors to any qualified not-for-profit organization on a dollar-for-dollar basis up to an annual aggregate limit of $5,000 per director per calendar year.

~~Additional Information Concerning the Board of Directors~~ | ~~Director Compensation~~ | H&R Block, ~~2020~~Inc. | Notice of Annual Meeting of Shareholders and 2022 Proxy Statement

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The Board has adopted stock ownership guidelines ~~regarding stock ownership by~~applicable to non-employee directors. The non-employee director ownership guidelines require ~~non-employee directors to own~~ownership of a level of qualifying equity securities with an aggregate value of at least five times the annual cash retainer paid to them. ~~Our stock ownership guidelines provide that, until~~Until a non-employee director satisfies the applicable holding requirement, ~~he or she~~the director is required to retain any covered shares (which include shares owned directly or indirectly by such non-employee director, the after-tax value of vested stock option awards, if any, and share equivalents the non-employee director holds in the Company’s benefit plans) ~~owned as of the date on which he or she becomes subject to the guidelines or acquired thereafter.~~. In addition, Board members are subject to our Insider Trading Policy which, among other things, prohibits ~~our employees and directors from engaging in~~ hedging and pledging transactions related to Company ~~securities, as described in more detail on page~~ 40 ~~below.~~securities.

DIRECTOR COMPENSATION TABLE

The following table sets forth total director compensation for non-employee directors for the Transition Period and for fiscal year ~~2020.~~2022.

Current Directors	Fees Earned or Paid in Cash ($)⁽¹⁾	Stock Awards ($)⁽²⁾⁽³⁾	Option Awards ($)⁽⁴⁾	All Other Compensation ($)⁽⁵⁾	Total ($)	Current Directors	Time Period	Fees Earned or Paid in Cash ($)⁽¹⁾	Stock Awards ($)⁽²⁾⁽³⁾	Option Awards ($)⁽⁴⁾	All Other Compensation ($)⁽⁵⁾	Total ($)
Angela N. Archon	td09,500	td48,852	—	—	td58,352	Sean H. Cohan	Fiscal Year 2022	$91,500	td71,253	—	—	td62,753
Paul J. Brown	td12,000	td48,852	—	—	td60,852		Transition Period	$28,000	—	—	—	$28,000
Robert A. Gerard	td02,000	$347,281	—	$5,000	$454,281	Robert A. Gerard	Fiscal Year 2022	$91,500	$399,549	—	$4,000	$495,049
Anuradha (Anu) Gupta⁽⁶⁾	$55,833	td27,560	—	—	td83,394		Transition Period	$30,000	—	—	—	$30,000
Richard A. Johnson	td11,000	td48,852	—	$5,000	td64,852	Anuradha (Anu) Gupta	Fiscal Year 2022	td11,000	td71,253	—	—	td82,253
David Baker Lewis	td09,500	td48,852	—	$5,000	td63,352		Transition Period	$34,750	—	—	—	$34,750
Victoria J. Reich	td23,500	td48,852	—	$5,000	td77,352	Richard A. Johnson	Fiscal Year 2022	$96,000	td71,253	—	$5,000	td72,253
Bruce C. Rohde	td20,750	td48,852	—	$5,000	td74,602		Transition Period	$29,500	—	—	—	$29,500
Matthew E. Winter	td14,750	td48,852	—	$5,000	td68,602	Mia F. Mends	Fiscal Year 2022	$91,500	td71,253	—	$5,000	td67,753
Christianna Wood	td03,500	td48,852	—	$5,000	td57,352		Transition Period	$27,000	—	—	—	$27,000
						Yolande G. Piazza	Fiscal Year 2022	$89,500	td71,253	—	$5,000	td65,753
							Transition Period	$30,000	—	—	—	$30,000
						Victoria J. Reich	Fiscal Year 2022	td11,500	td71,253	—	$5,000	td87,753
							Transition Period	$33,500	—	—	—	$33,500
						Matthew E. Winter	Fiscal Year 2022	td11,000	td71,253	—	$5,000	td87,253
							Transition Period	$35,250	—	—	—	$35,250
						Christianna Wood⁽⁶⁾	Fiscal Year 2022	$91,500	td71,253	—	$5,000	td67,753
							Transition Period	$28,500	—	—	—	$28,500
						Former Directors
						Paul J. Brown⁽⁷⁾	Fiscal Year 2022	$5,500	—	—	$5,000	$10,500
							Transition Period	$26,500	—	—	—	$26,500
						Bruce C. Rohde⁽⁷⁾	Fiscal Year 2022	$7,000	—	—	—	$7,000
							Transition Period	$33,000	—	—	—	$33,000

(1)	This column includes, as applicable, the annual cash retainer, meeting fees for each Board and committee meeting attended, and committee retainers earned or paid for services as a director during fiscal year ~~2020.~~2022 or in the Transition Period, as applicable.

⁽²⁾

The dollar amounts represent the grant date fair value under FASB Accounting Standards Codification Topic 718 “Stock Compensation” (“ASC 718”) for DSUs awarded during fiscal year ~~2020~~2022 to the non-employee director. These DSU awards are fully vested in that they are not subject to forfeiture; however, no shares underlying a particular award will be issued until six months following the date the director ends his or her service on the Board (or within ninety days of death, if earlier). The grant date fair value of an award is computed in accordance with ASC 718 utilizing assumptions discussed in Note 8: “Stock-Based Compensation” to the Company’s consolidated financial statements in the Form 10-K for the year ended ~~April~~June 30, ~~2020,~~2022, as filed with the SEC. As of ~~April~~June 30, ~~2020,~~2022, the following DSUs were outstanding: ~~Ms. Archon – 29,803;~~ Mr. Brown – ~~64,769;~~0; Mr. Cohan – 10,298; Mr. Gerard – ~~185,845;~~248,179; Ms. ~~Gupta; 5,207;~~Gupta – 23,740; Mr. Johnson – ~~31,087; Mr. Lewis~~52,446; Ms. Mends – ~~98,139;~~10,298; Ms. Piazza – 17,965; Ms. Reich – ~~64,769;~~89,839; Mr. Rohde – ~~79,775;~~0; Mr. Winter – ~~18,102;~~38,044; and Ms. Wood – ~~92,737.~~120,902.

⁽³⁾

The DSU award value approved by the Board of Directors for fiscal year ~~2020~~2022 was converted into the number of DSUs by dividing the dollar amount of the award by the average current market value per share of the Company’s common stock for the ten consecutive trading days ending on the date the DSUs were granted to the non-employee director. The current market value per share generally is the closing sales price of a share of our common stock as reported on the NYSE. However, the grant date fair value of an award computed in accordance with ASC 718 does not utilize such an average. As such, the value approved by the Board for fiscal year ~~2020~~2022 differs from the value reported in this column.

⁽⁴⁾	~~No stock options to purchase the Company’s common stock were granted to individuals while serving as non-employee directors during fiscal year 2020.~~ As of ~~April~~June 30, ~~2020,~~2022, no non-employee director had any stock options outstanding.

⁽⁵⁾	This column represents the H&R Block Foundation matching amount on contributions to 501(c)(3) organizations.

⁽⁶⁾

As previously disclosed, Ms. ~~Gupta was appointed to~~Wood notified the Board on ~~November 7, 2019~~August 16, 2022 that she will not stand for re-election at the Annual Meeting and ~~on that date received a pro-rated DSU grant, representing her service~~will cease serving on the Board ~~from November 7, 2019 through~~effective as of that date.

(7)	Mr. Brown and Mr. Rohde did not stand for re-election at the Company’s annual meeting of shareholders held on September ~~10, 2020.~~9, 2021, and therefore ceased to be directors of the Company as of that date.

~~Additional Information Concerning the Board of Directors~~ | ~~Director Compensation Table~~ | H&R Block, ~~2020~~Inc. | Notice of Annual Meeting of Shareholders and 2022 Proxy Statement

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CORPORATE GOVERNANCE

Corporate Governance Guidelines

Our Board of Directors operates under Corporate Governance Guidelines (the “Governance Guidelines”) to assist the Board in exercising its responsibilities. The Governance Guidelines reflect the Board’s commitment to monitoring the effectiveness of policy and decision-making both at the Board level and the management level, with a view to enhancing shareholder value over the long term. The Governance Guidelines also ensure that the Board will have the necessary authority and practices in place to review and evaluate the Company’s business operations as needed and to make decisions that are independent of the Company’s management. The Governance Guidelines are not intended to be a static statement of the Company’s policies, principles, and guidelines, ~~but~~and are subject to regular assessment and refinement asby the ~~Board may determine advisable or necessary in line with the best interests of the Company and our shareholders.~~Board.

Pursuant to the Governance Guidelines, the Board evaluates its performance on an annual basis through an evaluation process administered by the Governance and Nominating Committee. To protect the directors’ anonymity and the integrity of the process, the evaluations are conducted in separate interviews by an independent third party who compiles the responses into a report for the Governance and Nominating Committee. In addition to Board performance, the annual interview includes questions regarding the performance of the individual Board members and the committees of the Board. Results of all evaluations are discussed at appropriate Committee meetings and with the full Board.

Director Service on Other Boards

The Governance Guidelines provide that directors should not serve on more than three other boards of public companies in addition to the Company’s Board. ~~Furthermore, before~~Before serving on the board of another public company, directors are required to give prior notice to the Board. The ~~Chief Executive Officer~~CEO of the Company is not permitted to serve on more than one other board of a public company in addition to the Company’s Board and must obtain Board approval prior to serving on the board of any public company. Currently, all director nominees are in compliance with these guidelines.

Mandatory Director Resignation Policies

The Company’s Bylaws provide that any incumbent director who is not elected by a majority of shares entitled to vote on ~~their~~the election and represented in person or by proxy ~~shall~~must promptly tender ~~his or her~~an irrevocable resignation from the ~~Board to the Company’s~~ Board, subject only to the condition that it is accepted by the Board. The Governance and Nominating Committee will make a recommendation, toand the ~~Board as to whether to accept or reject the resignation. The~~ Board will then act on the tendered resignation, taking into account ~~the~~that recommendation, ~~of the Governance and Nominating Committee,~~ and publicly disclose its decision ~~regarding the tendered resignation~~ and the rationale ~~behind the decision~~ within ninety days from the date of the certification of the election results. The Governance and Nominating Committee ~~in making its recommendation,~~ and the Board ~~in making its decision,~~ may consider any factors or other information ~~that it considers~~considered appropriate and ~~relevant.~~relevant in making their respective decisions. The director who tenders ~~his or her~~the resignation is not permitted to participate in the proceedings ~~of the Governance and Nominating Committee or the decision of the Board~~ with respect to ~~his or her~~such resignation. If the Board accepts a director’s resignation, or if a non-incumbent nominee for director is not elected, then the Board may fill the vacant position or decrease the size of the Board in accordance with the ~~Company’s~~ Bylaws.

In addition, the Governance Guidelines provide that any director whose principal employment or major responsibilities materially change ~~shall~~must tender ~~his or her~~a resignation from the Board for consideration by the Governance and Nominating Committee. The Governance and Nominating Committee will ~~then~~ make a recommendation toregarding, and the ~~Board as to whether to accept or reject the resignation. The~~ Board will then act on, the tendered ~~resignation, taking into account the recommendation of the Governance and Nominating Committee.~~resignation.

To be eligible to be a nominee for election as a director, ~~whether nominated by the Board or a shareholder,~~ a person must deliver to the Company a written agreement that such person will abide by these director resignation requirements.

Independent Chairman and Board Leadership Structure and Accountability

The Company’s Articles, Bylaws, and the Governance Guidelines require that the Chairman of the Board be an independent director, not simultaneously serving as CEO or President of the Company, who has not previously served as an executive officer of the Company. As Chairman, Mr. Gerard leads all meetings of the Board, including executive sessions of the non-employee directors held at each regular meeting of the Board.

We believe that our current Board structure creates a positive balance in leadership and accountability, as the functions of CEO and Chairman are significantly different. In addition to balancing responsibilities, we believe that this structure enhances the accountability of the CEO to the Board and strengthens the Board’s independence from management. Separating the roles of Chairman and CEO also allows the CEO to focus on running our business and managing the Company

~~Additional Information Concerning the Board of Directors~~ | ~~Corporate Governance~~ | H&R Block, ~~2020~~Inc. | Notice of Annual Meeting of Shareholders and 2022 Proxy Statement

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in the best interests of our shareholders. At the same time, our non-executive Chairman handles the separate responsibilities of Board and committee scheduling, Board agendas, and other Board organizational tasks, as well as leading the Board in discussions concerning CEO employment and performance evaluation and speaking on behalf of the Board and the Company regarding corporate governance- and investor relations-related issues.

A Substantial Majority of the Board is Independent

As further described in the Governance Guidelines, the Board believes that a substantial majority of the Board should consist of directors who are independent under NYSE listing standards. As described below, ~~ten~~nine of the Board’s 11 current ten directors are independent directors within the meaning of the NYSE listing standards and Independence Standards. Mr. Jones is not an independent director under the NYSE listing standards or Independence Standards due to his position as our President and ~~Chief Executive Officer. Ms. Piazza is independent within the meaning of the Independence Standards and NYSE listing standards.~~CEO. Assuming all 11nine director nominees are elected at the Annual Meeting, all of the directors, other than Mr. Jones, will be independent directors within the meaning of the NYSE listing standards and Independence Standards.

NYSE listing standards provide that a director does not qualify as independent unless the Board affirmatively determines that the director has no material relationship with the Company. The listing standards permit the Board to adopt and disclose standards to assist the Board in making determinations of independence. Accordingly, the Board has adopted the Independence Standards to assist the Board in determining whether a director has a material relationship with the Company.

Evaluation of Director Independence

In ~~July 2020,~~August 2022, the Board conducted an evaluation of director independence regarding the current directors and nominees for director based on the NYSE listing standards and Independence Standards. In addition, the Board also conducted an evaluation of the independence of each of the members of the Audit, Compensation, and Governance and Nominating Committees in accordance with the requirements of the NYSE listing standards. In connection with this evaluation, the Board considered the responses provided by the directors in their annual director questionnaires and reviewed ~~commercial, charitable, consulting, familial, and other~~any relationships between each director or immediate family member and the Company, its subsidiaries, and their employees. As a result of its evaluation, the Board affirmatively determined that Messrs. ~~Brown,~~Cohan, Gerard, Johnson, ~~Lewis, Rohde,~~ and Winter and Mses. Gupta, Mends, Piazza, Reich, and Wood are independent. In addition, the Board affirmatively determined that each member of the Audit, Compensation, and Governance and Nominating Committees is ~~independent.~~independent under all applicable standards.

Code of Ethics

All directors, officers, and employees of the Company must act ethically and in accordance with the policies set forth in the H&R Block Code of Business Ethics and Conduct (the “Code”). The Code includes guidelines relating to the ethical handling of actual or potential conflicts of interest, compliance with domestic and foreign laws, accurate financial reporting, and procedures for promoting compliance with, and reporting violations of, the Code. In support of the Code, we have established a number of channels for reporting potential ethics violations or similar concerns or for guidance on ethics matters, such as via email, telephone, or in-person communications. All individuals have the ability to report concerns or discuss ethics-related matters anonymously.

The Audit Committee has also established procedures for the receipt, retention, and treatment of reports ~~received by us~~ regarding accounting, internal accounting controls, or audit matters, including reports made to the Corporate Secretary by phone at (816) 854-4288 or by email to corporatesecretary@hrblock.com. The Code is overseen by the Company’s Chief Ethics Officer, who is appointed by the Audit Committee. To help ensure the Audit Committee’s effective oversight of our ethics and compliance program, the Audit Committee regularly receives reports from the Chief Ethics Officer and reviews matters related to the Company’s ethics and compliance program. The Company will post any amendments to or waivers of the Code, to the extent applicable to any of the Company’s executive officers or directors as required under applicable rules, on our website.

The Code can be accessed on the Company’s website at ~~www.hrblock.com by clicking the “Investor Relations” link and then clicking the “Corporate Governance” link.~~https://investors.hrblock.com/corporate-governance. The Code is also available in print to shareholders upon written request to the Corporate Secretary, H&R Block, Inc., One H&R Block Way, Kansas City, Missouri 64105.

H&R Block, Inc. | Notice of Annual Meeting of Shareholders and 2022 Proxy Statement

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Succession Planning

The Board recognizes the importance of effective executive leadership to the Company’s success. The Company’s Board is actively engaged and involved in succession planning. The Board discusses the talent pipeline for specific critical roles, and high-potential leaders are given exposure and visibility to Board members through formal presentations and informal events. More broadly, the Board is regularly updated on key talent indicators for the overall workforce, including economic environment, diversity, recruiting, and development programs.

~~Additional Information Concerning the Board of Directors~~ | ~~Corporate Governance~~ | ~~H&R Block 2020 Proxy Statement 17~~

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~~BOARD LEADERSHIP STRUCTURE AND ACCOUNTABILITY~~

The Company’s Articles, Bylaws, and the Governance Guidelines require that the Chairman of the Board (i) be an independent director pursuant to NYSE listing standards, (ii) not simultaneously be Chief Executive Officer or President of the Company, and (iii) not have previously served as an executive officer of the Company. As such, the Board is led by an independent Chairman, currently Mr. Gerard, who has also been designated as the Board’s Senior Independent Director.

We believe that our current Board structure creates a positive balance in leadership and accountability, as the functions of Chief Executive Officer and Board Chairman are significantly different. In addition to balancing responsibilities, we believe that our current structure enhances the accountability of the Chief Executive Officer to the Board and strengthens the Board’s independence from management. Separating the roles of Board Chairman and Chief Executive Officer also allows the Chief Executive Officer to focus his or her efforts on running our business and managing the Company in the best interests of our shareholders. At the same time, our non-executive Chairman handles the separate responsibilities of Board and committee scheduling, Board agendas, and other Board organizational tasks, as well as leading the Board in discussions concerning CEO employment and performance evaluation and speaking on behalf of the Board and the Company regarding corporate governance- and investor relations-related issues.

COMMUNICATIONS WITH THE BOARD

Shareholders and other interested parties wishing to communicate with the Board, the non-employee directors, or an individual Board member concerning the Company may do so by writing to the Board, to the non-employee directors, or to the particular Board member, and mailing the correspondence to the Corporate Secretary, H&R Block, Inc., One H&R Block Way, Kansas City, Missouri 64105 or by emailing the correspondence to corporatesecretary@hrblock.com. In addition, our non-executive Chairman and other Board members have made and may in the future make themselves available for consultation and direct communication with significant shareholders.

Please indicate on ~~the envelope~~any written correspondence whether the communication is from a shareholder or other interested party. The Board has instructed the Corporate Secretary and other relevant members of management to examine incoming communications and forward to the Board or individual directors as appropriate, any communication ~~he or she~~the Corporate Secretary deems relevant to the Board’s roles and responsibilities. The Board has requested that certain types of communications not be forwarded, and redirected if appropriate, such as: spam, business solicitations or advertisements, resumes or employment inquiries, service complaints or inquiries, surveys, or any threatening or hostile materials. ~~In addition, our non-executive Chairman and other Board members have made and may in the future make themselves available for consultation and direct communication with significant shareholders.~~

DIRECTOR ATTENDANCE AT ANNUAL MEETINGS OF SHAREHOLDERS

Although the Company has no specific policy regarding director attendance at the Company’s annual meeting of shareholders, all directors are encouraged to attend. All of the Company’s then current directors virtually attended last year’s annual meeting.

BOARD’S ROLE IN RISK OVERSIGHT

Our Board has oversight responsibility for managing risk, directly and through its various Committees, and management is responsible for the Company’s day-to-day enterprise risk management activities. The Company has an enterprise risk management team and a management Enterprise Risk Committee to support senior management in fulfilling its day-to-day enterprise risk management responsibilities and to support the Board in fulfilling its oversight responsibility for risk management. The Company’s ~~Vice President and~~ Treasurer oversees the activities of the Enterprise Risk Committee, which is made up of Vice Presidents of major business and control functions and members of the enterprise risk management team. The Company’s enterprise risk management team, working in coordination with the Enterprise Risk Committee assists the Board in its oversight of enterprise risk management by creating and facilitating a process to identify, prioritize, monitor, and report on risks and mitigation strategies, overseeing regular reporting of risks to the Board and its committees, identifying additional risk mitigation strategies as appropriate, and monitoring emerging risks. The Board ~~also~~is responsible for oversight of risks related to ESG matters and receives ~~periodic~~regular reports from the Company’s Chief People and Culture Officer, including ~~regarding~~with respect to people development, associate engagement, workforce diversity, and pay equity, to enable it to assess and manage risk related to the Company’s workforce.

In fulfilling its oversight role, the Board generally focuses on the adequacy of the Company’s risk management and mitigation processes. The Board works with the Company’s Chief Executive Officer, Chief Financial Officer, ~~General Counsel, and Vice President~~Chief Legal Officer, and Treasurer to determine the Company’s risk tolerance, and works to ensure that management identifies, evaluates, and properly manages the overall risk profile of the Company.

~~Additional Information Concerning the Board of Directors~~ | ~~Board’s Role in Risk Oversight~~ | H&R Block, ~~2020~~Inc. | Notice of Annual Meeting of Shareholders and 2022 Proxy Statement

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In addition to the discussion of risk at the Board of Directors level, the Board’s standing committees also focus on risk exposure as part of their ongoing responsibilities:

Committee of the Board	Areas of Risk Oversight	Additional Information
Audit Committee	Responsible for the oversight of policies and processes pertaining to the Company’s ~~enterprise risk management~~ERM program and specifically considers risks and controls relating to, among other things, data and cyber security and the Company’s financial statements and financial reporting processes. Responsible for the Code ~~of Business Ethics and Conduct~~ and for reviewing and approving the appointment of the Company’s Chief Ethics Officer, who manages the Company’s ethics and compliance program.	The Company’s Audit Services department assists the Audit Committee and the Board in their oversight of enterprise risk management by ensuring that key risks are included in the audit plan, providing objective assurance to the Board on the effectiveness of risk management processes, and reviewing the management of key risks.
Compensation Committee	Responsible for reviewing the Company’s compensation policies and practices (including enterprise risks and compensation design risks) and the relationship among the Company’s risk management policies and practices, corporate strategy, and compensation policies and practices.	The Compensation Committee conducts an annual risk assessment related to the Company’s compensation programs. For more information, see the discussion ~~beginning~~ on page 4220 regarding the Company’s compensation policies and practices.
Governance and Nominating Committee	Responsible for reviewing the Company’s corporate governance policies and practices and making recommendations to the Board that take into account the management of governance-related risk. Reviews and makes recommendations regarding ESG-related risks when requested by the Board.	In addition, the Governance and Nominating Committee’s primary involvement in the director nomination and Board self-evaluation processes assists the Board in reviewing and mitigating risks related to the governance of our Board.
Finance Committee	Responsible for reviewing and approving plans and strategies with respect to financing transactions, acquisitions and dispositions, and other transactions involving financial risks.	The Finance Committee reviews the Company’s earnings and free cash flow, its sources and uses of liquidity, compliance with financial covenants, and uses of the Company’s cash.

Each of the committee chairs regularly reports to the full Board concerning the activities of the applicable committee, the significant issues it has discussed, and the actions taken by that committee.

~~Additional Information Concerning the Board of Directors~~ | ~~Board’s Role in Risk Oversight~~ | H&R Block, ~~2020~~Inc. | Notice of Annual Meeting of Shareholders and 2022 Proxy Statement

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COMPENSATION DISCUSSION AND ANALYSIS

In this section, we describe the compensation of our named executive officers (“named executive officers” or “NEOs”), including an overview of our compensation philosophy and the elements of our executive compensation program. We also explain how and why the Compensation Committee arrives at specific compensation policies and practices involving our NEOs. For our fiscal year 2022, which ended June 30, 2022, our NEOs included the following:

In this section, we describe the material components of our executive compensation program for our named executive officers (“named executive officers” or “NEOs”), whose compensation is set forth in the Summary Compensation Table and other compensation tables contained in this proxy statement. For our fiscal year 2020, which ended April 30, 2020, our NEOs included the following individuals:

~~Officers~~

~~Title~~

Jeffrey J.

Jones II

~~President and Chief Executive Officer~~Tony G.

Bowen

Karen A.

Orosco

Dara S.

Redler

Kellie J.

Logerwell

Thomas A.

Gerke

~~Tony G. Bowen~~President and CEO

Chief Financial Officer

President, Global Consumer Tax and Service Delivery

~~Thomas A. Gerke~~

~~General Counsel and~~ Chief ~~Administrative~~Legal Officer

~~Karen A. Orosco~~

~~Senior Vice President, U.S. Retail~~

~~Kellie J. Logerwell~~⁽¹⁾

Vice President and Chief Accounting Officer

~~In addition, we provide an overview of our executive compensation philosophy~~Former General Counsel and ~~the elements of our executive compensation program. We also explain how and why the Compensation Committee arrives at specific compensation policies and practices involving our NEOs.~~Chief Administrative Officer⁽²⁾

(1)	Ms. Redler joined the Company as Chief Legal Officer effective January 17, 2022.

(2)	Mr. Gerke retired as General Counsel and Chief Administrative Officer effective January 17, 2022.

EXECUTIVE SUMMARY

~~COVID-19 and Impact on~~ Introduction

Fiscal ~~Year 2020 Performance-Based Compensation and Fiscal Year 2021 Compensation Decisions~~

~~Background~~

~~During our 2020 fiscal~~ year ~~the world~~2022 was ~~dramatically impacted by the onset~~another strong year of the COVID-19 pandemic, which has presented widespread economic challenges, causing most sectors of the economy to suffer and resulting in unemployment at historically high levels. As a result of the COVID-19 pandemic, the federal tax filing deadline in the U.S.performance for individual 2019 tax returns was extended from April 15, 2020 to July 15, 2020, and substantially all U.S. states with an April 15 individual state income tax filing requirement similarly extended their respective deadlines. In Canada, the deadline for individuals to file was extended to June 1, 2020. Jurisdictions in which we operate imposed, and continue to impose, various restrictions on our business, including capacity and other operational limitations, social distancing requirements, and in some limited instances required us to close certain offices. A top priority of the Company, has been providing for the health and safety of our clients, associates, and franchisees, while still providing taxpayers access to help in getting their refunds during this difficult economic time. These events have impacted the typical seasonality of our business and the comparability of our financial results. Consequently,continuing a ~~portion of revenues and expenses that would have normally been recognized in our fourth quarter of fiscal year 2020 shifted to the first quarter of fiscal year 2021.~~positive, multi-year trend. Recent successes include:

During this time, the Company demonstrated agility and innovation by quickly making dramatic changes to our operating model to continue to safely serve clients and protect our employees, maintain liquidity, and manage expenses. As we started to see the pandemic impact our business, our longstanding commitment to crisis preparation enabled us to implement an effective and efficient response, including the following:

~~Changed our operating model significantly by transitioning to drop-off services in our retail locations to protect the health and safety of our clients, associates, and franchisees;~~

~~Further accelerated the digital enablement of our business, resulting in dramatic increases in assisted returns leveraging our digital capabilities;~~The meaningful progress across each Block Horizons strategic imperative includes:

~~Implemented a tax professional work-from-home model, allowing thousands of our tax pros to prepare returns outside of the office; and~~

~~Invested in a leading benefit program for our seasonal associates who were impacted by the pandemic.~~

Due to the extraordinary efforts of our management team and our associates, our Company remains financially strong despite the challenges to our business. To that end, we have been able to maintain our policy of paying a quarterly dividend to shareholders, which we have continued consecutively since the Company went public in 1962.

▪	In Small Business tax, we had strong growth in clients and mix, and Wave saw 28% revenue growth year-over-year and new leadership joining to drive the next phase of its growth;

▪	In Financial Products, we launched our mobile banking platform, SpruceSM; and

▪	We drove meaningful results in Block Experience, including tripling virtual adoption year-over-year, maintaining strong tax pro productivity, and funding the future with cost savings, including eliminating approximately 40,000 human labor hours with robotic process automation.

~~Compensation Discussion and Analysis~~ | ~~Executive Summary~~ | H&R Block, ~~2020~~Inc. | Notice of Annual Meeting of Shareholders and 2022 Proxy Statement

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~~Fiscal Year 2020 Performance-Based Compensation~~

~~As described above, the COVID-19 pandemic and the related tax deadline extensions, federally, at a state level, and internationally, negatively impacted our business~~All of this resulted in strong financial results in fiscal year ~~2020, resulting in lower revenues and~~2022. The chart below illustrates our recognition of a goodwill impairment related to our acquisition of Wave HQ Inc. (formerly known as Wave Financial Inc.). These events impacted performance under our short-term incentive (“STI”) and long-term incentive (“LTI”) compensation plans that were establishedprogress since the year ended June 30, 2019, the last normal year prior to the ~~pandemic.~~pandemic:

~~As described above,~~

Note: All amounts represent results from continuing operations. On June 9, 2021, the ~~COVID-19 pandemic and related tax deadline extensions effectively extended~~Board of Directors approved a change of the ~~2020 tax season, shifting some of our revenue and tax returns that would normally have been received in~~Company's fiscal year ~~2020 into~~end from April 30 to June 30. As a result, the ~~first quarter of our 2021 fiscal year. Therefore, the Compensation Committee adjusted the determination of the Company’s~~Company's 2022 fiscal year ~~2020 performance results, pursuant~~began on July 1, 2021 and ended on June 30, 2022. The change to ~~the terms of the H&R Block Executive Performance Plan and~~ the fiscal year ~~2020 STI Plan, by including~~end had no impact on the ~~revenue~~Company’s historical consolidated financial position, results of operations, or cash flows. In order to aid in comparability to historical financial data, the Company has recast select unaudited historical financial information and ~~clients from tax season 2020 attributable~~metrics on the basis of a June 30 fiscal year end with respect to the extended tax season (but earned in the first quarter of our 2021 fiscal year) in the calculation of the Company’s performance for purposes of Revenue from Continuing Operations and Market Share metrics. When considering the full, extended tax season, total U.S. tax returns prepared by or through H&R Block were 21.2 million for the period of May 1,year ended June 30, 2019 ~~through July 17, 2020, an increase of 0.7 million, or 3.3%, when compared to May 1, 2018 through July 17, 2019.~~

1	Excluding Free File Alliance returns.

EBITDA and Adjusted EPS are non-GAAP financial measures. These measures are presented to provide more context regarding the relationship between the Company's financial performance and executive compensation practices. For more information regarding financial measures not prepared in accordance with generally accepted accounting principles (“GAAP”) that are disclosed in this section and for a reconciliation of these non-GAAP measures to the most directly comparable GAAP financial measures, see “Non-GAAP Financial Information” on page 34 in Part II, Item 7 to the Company’s annual report on Form 10-K for the fiscal year ended June 30, 2022 filed with the SEC on August 16, 2022 and Annex A.

3	All per share amounts are based on weighted average fully diluted shares over the corresponding period.

Given the ~~complexity in separating expenses attributable to~~strong results of fiscal year 2022 described above and execution against our Block Horizons 2025 strategy, the extended tax season and our normal course first quarter expenses, the Compensation Committee did not recalculate the Pre-Tax Earnings from Continuing Operations metric—weighted at 40%—and assumed a 0.0% payout on that metric. Thisfiscal year 2022 STI plan (“2022 STI Plan”) resulted in a total payout of ~~32.3%~~200.0% of the NEO’s respective target ~~opportunity, demonstrating the alignment of management’s and shareholders’ interests and the link of pay to performance.~~opportunity.

~~Additional discussion of fiscal year 2020 STI compensation decisions can be found beginning on page~~ 26.

The COVID-19 pandemic also impacted the fiscal year 2018 performance-based LTI awards vesting in 2020. However, no adjustments were made to the NEOs’ outstanding LTI awards to account for the impacts of the COVID-19 pandemic. Based on Company performance as compared to the pre-set EBITDA growth target and the TSR modifier, Mr. Jones received 26.0% of the fiscal year 2018 performance share units he was initially granted and our other NEOs received 26.4% of the fiscal year 2018 performance share units they were initially granted. For fiscal year 2018 market stock units, the Company did not achieve the stock price-related threshold, and thus our NEOs’ entire fiscal year 2018 market stock unit awards were forfeited, resulting in a 0.0% payout for all NEOs.

~~Additional discussion of fiscal year 2018 performance-based LTI awards can be found beginning on page~~ 30.

~~The performance-based nature of our executives’ target total direct compensation (generally, a total compensation package excluding benefits) is illustrated below:~~

~~Fiscal Year 2021 Compensation~~

As a part of expense management initiatives implemented as a result of COVID-19 and the extended tax season, the Company determined there would be no merit increases for associates companywide for fiscal year 2021. Therefore all NEO base salaries and target payout opportunities under the fiscal year 2021 STI and LTI plans remained unchanged from fiscal year 2020. Additional discussion of these compensation decisions can be found beginning on page 25.

~~Compensation Discussion and Analysis~~ | ~~Executive Summary~~ | ~~H&R Block 2020 Proxy Statement 21~~

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Due to the extension of the 2020 tax season through July 15, 2020, the Board determined to delay approval of the Company’s 2021 annual operating plan from early June 2020 until September 2020, once final results from the extended tax season and the first quarter of fiscal year 2021 are known. Therefore, the Compensation Committee has determined to defer establishing performance metrics for our fiscal year 2021 STI program until after the annual operating plan has been approved, consistent with our customary practice.

~~The Compensation Committee decided to retain the key components of our LTI compensation program in fiscal year 2021, and approved fiscal year 2021 LTI equity compensation as described on page~~ 30.

~~Overall~~ Executive Compensation Philosophy

Our executive compensation decisions are influenced by a variety of factors, with the ~~primary goals being to align management’s and shareholders’ interests and to link pay with performance. We evaluate performance over both short-term and multi-year periods based on (i)~~Compensation Committee following the ~~Company’s financial, operational, and strategic performance, including results~~below principles for ~~certain key performance metrics, and (ii) the Company’s total return to shareholders over time, both on an absolute basis and relative to other companies in the S&P 500 index.~~our executive compensation program:

We believe our executive compensation program is reasonable, competitive, and appropriately balances the objectives of recruiting, retaining, and motivating our ~~executives. As discussed below, our executive compensation program~~executives while rewarding performance and ~~stock ownership guidelines are structured to ensure management’s interests are aligned with those~~aligning management and shareholder interests.

H&R Block, Inc. | Notice of Annual Meeting of Shareholders and 2022 Proxy Statement

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Fiscal Year 2022 Target Pay Mix for NEOs

The performance-based nature of our ~~shareholders and to motivate and reward individual initiative and effort.~~NEOs’ target total direct compensation (generally, the total compensation package excluding benefits) is illustrated below:

~~EXECUTIVE COMPENSATION PRACTICES~~

~~At the request~~

Fiscal Year End Change & Impact on 2022 Compensation

In June of ~~the~~2021, our Board ~~and the Compensation Committee, the Chairman~~ of ~~the Board led an extensive shareholder outreach initiative during~~Directors approved a change of our fiscal year ~~2019 and early~~end from April 30 to June 30. The Company's 2022 fiscal year began on July 1, 2021 and ended on June 30, 2022 (“fiscal year 2022”). This fiscal year end change allowed for better alignment of completed tax seasons in comparable fiscal periods to help mitigate challenges relating to extended tax filing deadlines, such as those that occurred in fiscal years 2020 ~~reaching out to~~and 2021, as well as better alignment with our top 50 shareholders that collectively owned about 80% of our shares outstanding and meeting with shareholders that collectively owned over 50% of our shares outstanding. During that outreach, we received positive feedback from investors about the overall annual executive compensation program and support for our management team.corporate tax quarters. As a result of this ~~feedback,~~change in our fiscal year end, there was a two-month transition period between the end of our fiscal year 2021 and the start of our fiscal year 2022 (which we refer to as the “Transition Period”). To account for the fiscal year end change and to compensate our NEOs for the Transition Period, the Compensation Committee ~~retained~~applied a 14/12 proration to the ~~overall structure of our annual~~executives’ individual fiscal year 2022 short-term incentive ~~compensation program~~(“STI”) and long-term incentive (“LTI”) target award opportunities. This proration was applied for fiscal year ~~2020,~~2022 only and no separate STI or LTI awards were granted for the Transition Period.

2022 Incentive Design Changes

During fiscal year 2021, the Compensation Committee undertook a comprehensive redesign of our executive compensation program in order to better align our compensation practices with our Block Horizons 2025 strategy. Compensation Advisory Partners LLC (“CAP”), the Committee’s independent compensation consultant, assisted in the redesign. As a result of that review, the Compensation Committee made the following key changes for our fiscal year 2022 executive compensation program:

▪			In the STI program, the prior Market Share metric was replaced with a strategic goal, which for fiscal year 2022 was a pre-established cost savings metric tied to our Block Horizons 2025 strategy;
▪			Incorporated an individual performance modifier of +/- 25% to the funded STI award to further link individual executive’s pay to execution of the Block Horizons strategy; and
▪			In the LTI program, the equity mix was adjusted, increasing performance share units (“PSUs”) to 65% and eliminating market stock units (“MSUs”), resulting in a mix of 65% PSUs and 35% restricted share units (“RSUs”), and measured cumulative EBITDA from continuing operations over the full three-year performance period for the PSUs.

H&R Block, Inc. | Notice of Annual Meeting of Shareholders and 2022 Proxy Statement

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The Compensation Committee continues to believe that EBITDA from continuing operations is a driver of sustained value creation over the longer term and shifting to a cumulative three-year goal enhances executive focus on long-term value and reduces the impact of one-year fluctuations on payouts. Shifting to PSUs as the sole performance-based vehicle simplifies the program and aligns with broader market norms. This change also places greater focus on Company financial results that are reflective of the longer-term Block Horizons objectives, while maintaining an emphasis on relative stock price performance from the total shareholder return (“TSR”) modifier. The PSU payout curve was adjusted from being curvilinear with threshold payouts starting at 0% of target, to using straight-line interpolation from threshold to maximum with threshold payouts starting at 50% of target. The Compensation Committee and Board believe these changes better align pay with key indicators of performance over both the short- and long-term.

CEO Employment Agreement

On November 4, 2021, the Company and Jeffrey J. Jones II, the Company’s President and Chief Executive Officer, entered into a new Employment Agreement (the “Employment Agreement”), which replaced Mr. Jones’s prior Employment Agreement dated August 21, 2017. The Employment Agreement: (1) has a five-year term (until November 4, 2026); (2) continues Mr. Jones’s base salary at $995,000; (3) beginning in fiscal year 2022, sets target STI at 150% of base salary; and (4) beginning in fiscal year 2023, sets target annual LTI at $6.2 million. Mr. Jones’s target total compensation increased by approximately 12% under this new contract. This represents the first increase in his compensation since he joined the company in 2017. The Compensation Committee and Board believe this increase is ~~largely~~appropriate to retain, motivate, and fairly compensate Mr. Jones given his strong performance ~~based,~~and the competitive market.

New Chief Legal Officer

Thomas A. Gerke retired from his position as ~~described~~General Counsel and Chief Administrative Officer effective January 17, 2022. Upon his retirement as General Counsel and Chief Administrative Officer, he continued as an employee of the Company at a reduced base salary to assist with the transition to the Company’s new Chief Legal Officer, and he has now retired from the Company. Dara S. Redler joined the Company as Chief Legal Officer effective January 17, 2022. Ms. Redler received a cash hiring bonus of $225,000 and a sign-on RSU award valued at $475,000. The Compensation Committee believed that such sign-on awards were necessary and appropriate to attract Ms. Redler given the competitive talent market for qualified legal executives. CAP reviewed proxy peer data as well as survey data to assist the Committee in ~~more detail~~determining an appropriate pay package for Ms. Redler.

ENGAGEMENT WITH OUR SHAREHOLDERS

During fiscal year 2022, our Investor Relations team proactively reached out to our top 20 shareholders after each earnings call and material news announcement, and created opportunities for shareholders to interact with our management team through various channels including one-on-one meetings, conferences, non-deal road shows, and other events. These engagements have provided management and the Board with valuable insights into our shareholders’ perspectives on ~~pages~~ 25our executive compensation program, governance practices, and 30 ~~below.~~other matters of importance to them; and we intend to continue these practices regularly. At our ~~2019~~2021 annual meeting, shareholders approved our executive compensation program on an advisory basis with approximately ~~89%~~96% of votes cast in favor of the ~~proposal. Following the extensive outreach associated with last year’s annual meeting, in fiscal year 2020~~proposal, which we ~~reached out to our top 20 shareholders that collectively owned about 58%~~believe demonstrates strong shareholder support of our ~~shares outstanding.~~compensation program and practices.

H&R Block, Inc. | Notice of Annual Meeting of Shareholders and 2022 Proxy Statement

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EXECUTIVE COMPENSATION PRACTICES

The Compensation Committee regularly reviews best practices in executive compensation and governance and revises our policies and practices when appropriate. The table below highlights our current compensation practices ~~including the practices we have implemented because~~that we believe ~~they drive performance and the practices we have not implemented because we do not believe they would serve~~demonstrate alignment with our shareholders’ long-term ~~interests.~~interests, legal and regulatory developments, and corporate governance trends.

What We Do	What We Don’t Do
✔	~~We tie~~ Tie pay to ~~performance~~ performance. ✔ Engage in a rigorous target-setting process. ✔ Mitigate undue risk through substantial emphasis on long-term equity incentives, caps on potential payments, and clawback provisions. ✔ Provide modest post-termination benefits and double-trigger change in control severance payment provisions. ✔ Require double-trigger vesting of equity awards in the event of a change in control. ✔ Provide only minimal perquisites in our ongoing compensation program that we believe have a sound benefit to the Company. ✔ Have rigorous stock ownership and retention guidelines for our executives. ✔ Impose minimum vesting periods for all executives’ equity awards. ✔ Use of an independent compensation consultant by ~~ensuring that a significant portion of target compensation is performance-based and at-risk. For fiscal year 2020, 73% of CEO target total direct compensation was performance-based and at-risk.~~the Compensation Committee.	✘	~~We do not have~~ No executive employment contracts ~~with executives~~ except ~~for the employment agreement~~ with Mr. Jones, our CEO.
✔	~~Our performance-based compensation varies with actual Company performance, with payouts ranging over the past five years as follows:~~ ~~• STI from 0% to 121.8%;~~ ~~• Market stock units from 0% to 122.4%; and~~ ~~• Performance share units from 18.1% to 85.0%.~~	✘	~~We do not provide performance-based incentives that nonetheless pay out at or close to target regardless of performance.~~
✔	We engage in a rigorous target-setting process to establish total direct compensation and its components, including reviewing market and survey data sourced from our peer group of companies and general industry, and utilizing tally sheets when making executive compensation decisions.	✘	~~We do not provide~~ No excise tax ~~gross-ups,~~gross-ups. ✘ No individual change in control agreements, except for certain double-trigger provisions in Mr. Jones’s employment agreement. ✘ No dividends on any unvested equity awards; dividend equivalents accrue and ~~we do~~are payable only upon vesting of the underlying award. ✘ Expressly prohibit hedging, pledging and the use of margin accounts related to our stock. ✘ Expressly prohibit the repricing of stock options and stock appreciation rights without shareholder approval. ✘ Do not ~~have a supplemental executive retirement plan that provides benefits to the NEOs that are not available to all employees.~~allow cash buyouts for stock options or stock appreciation rights with zero intrinsic value.

Executive Compensation Determination Process

The Compensation Committee holistically considers a variety of factors when making decisions regarding the recruitment, retention, and motivation of our executives. These factors, as they relate to setting target executive compensation opportunities, include:

The Compensation Committee annually reviews tally sheets of all components of our compensation program for each of our NEOs. As a part of this process, the Compensation Committee also reviews the total value of each executive’s stock-denominated compensation and the potential termination costs for each of our NEOs.

Based on this information and the input of the Committee’s independent compensation consultant, the Compensation Committee members analyze each NEO’s target total direct compensation and set it at a level that is reasonable and competitive, and that appropriately balances the objectives of our compensation program.

~~Compensation Discussion and Analysis~~ | ~~Executive Summary~~ | H&R Block, ~~2020~~Inc. | Notice of Annual Meeting of Shareholders and 2022 Proxy Statement 22

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~~What We Do~~		~~What We Don’t Do~~
✔	We mitigate undue risk through substantial emphasis on long-term equity incentives and utilizing caps on potential payments, clawback provisions, reasonable retention strategies, and performance targets.	✘	~~We do not maintain compensation programs that we believe create risks reasonably likely to have a material adverse effect on the Company.~~
✔	~~We have modest post-termination benefits and double-trigger change in control severance payment provisions that generally apply to all executive officers.~~	✘	~~We do not have individual change in control agreements, except for certain double-trigger provisions in Mr. Jones’s employment agreement.~~
✔	~~We require “double-trigger” vesting of equity awards in the event of a change in control (i.e., there must be both a change in control and a qualifying termination).~~	✘	We do not pay dividends on any unvested long-term equity awards or unearned performance-based equity awards. Dividend equivalents are only payable on such awards to the extent the awards ultimately vest and are earned.
✔	~~We provide only minimal perquisites in our ongoing compensation program that we believe have a sound benefit to the Company’s business.~~	✘	~~We do not provide significant additional benefits to executive officers that differ from those provided to all other employees.~~
✔	~~We have stock ownership and retention guidelines that we believe align management and shareholder interests.~~	✘	~~We expressly prohibit hedging, pledging and the use of margin accounts related to our stock.~~
✔	~~We impose minimum vesting periods for all executives’ equity awards.~~	✘	~~We expressly prohibit the repricing of stock options and stock appreciation rights without shareholder approval.~~
✔	~~We require recipients of performance share units to hold at least 50% of gross earned shares for one year following vesting.~~	✘	~~We do not allow cash buyouts for stock options or stock appreciation rights with zero intrinsic value.~~
✔	~~The Compensation Committee benefits from the use of an external, independent compensation consulting firm that it retains.~~	✘	~~The Compensation Committee does not allow its compensation consulting firm to provide any other services to the Company.~~
✔	Beginning with fiscal year 2019, the vesting of executive officer sign-on awards are substantially performance-based, absent unusual circumstances, such as granting a sign-on award to a newly-hired executive to replace awards forfeited by the executive at a prior employer in connection with accepting employment with the Company.	✘	~~We will not provide executive officer sign-on awards where all vesting is solely time-based, absent unusual circumstances.~~

FISCAL YEAR 2022 EXECUTIVE COMPENSATION PROGRAM SUMMARY

~~The pay packages for~~Key elements of our ~~NEOs contain a mix of elements that vary based on the factors described on page~~ 37~~. Executive officer pay~~fiscal year 2022 NEO compensation program are summarized below. Pay is ~~also~~ based on the Company’s performance against specific pre-established annual and multi-year financial, operational, and strategic performance goals, and the Company’s total return to shareholders over ~~time, both on an absolute basis and relative to other companies in the S&P 500 index.~~time.

For awards that are based on the Company’s performance, our specific decisions regarding the setting of performance goals focus on certain metrics that relate to our business plan and strategic priorities and that we believe are the most critical value drivers of the business, such as revenue from continuing operations, pre-tax earnings from continuing operations, earnings from continuing operations before interest, taxes, depreciation, and amortization, or EBITDA, market share, and average return on invested capital. Actual performance goals, as well as strategic priorities, vary from year to year based on the business environment and the Compensation Committee’s determination of goals that it believes are important for a particular year.

Unlike target incentive compensation levels, which are set by the Compensation Committee, realized incentive compensation is a function of the Company’s financial, operational, strategic, and absolute and relative stock performance, as reflected through STI payouts, payouts of LTI performance share units and market stock units, and the value of all LTI awards. A substantial portion of our executives’ realized compensation is at-risk and varies above or below target levels commensurate with Company performance.

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The chart below summarizes the elements and objectives of our fiscal year 2020 compensation program for our NEOs. Each of the following compensation components fulfills one or more of our objectives of recruiting, retaining, and motivating a high-performing executive team.

~~Discussion~~Fixed

Base Salary

Compensates for scope and level of responsibility, experience, and sustained individual performance.

Fixed ~~cash component~~component; any increases are merit-driven and based on ~~experience, role and responsibilities,~~the executive’s individual performance and ~~market~~Peer Group and survey data. ~~To promote a performance culture, increases are not automatic or guaranteed, but only made when merit-based on annual evaluation.~~

~~page~~ 25

~~Short-Term Incentive~~Performance-Based

STI

Motivates and rewards achievement of pre-established annual financial, operational, and strategic performance objectives.

~~A variable~~Performance-based cash ~~component designed to tie~~opportunity tied directly to our business ~~plan and provide competitive total cash opportunities that are subject to~~plan; actual payouts vary based on achievement of specific performance objectives.

~~page~~ 26

~~Long-Term Incentive~~PSUs

Motivates and rewards achievement of multi-year performance objectives that enhance shareholder value.

~~Equity-based compensation designed to support multiple objectives. For fiscal year 2020, the incentive was delivered through~~Performance-based equity opportunity; amounts realized will vary based on actual financial results and stock price over a mix of performance share units, market stock units, and restricted share units. We require recipients of performance share units to hold at least 50% of gross earned shares for one year following vesting. In addition, vested equity is subject to stock ownership guidelines that may extend the one-year period in some cases if the guidelines have not yet been met.three-year period.

Retentive Stock Awards

~~page~~ 30RSUs

Creates a balanced long-term incentive program, helping to manage equity utilization while aligning to market practice.

Time-based, three-year ratable vesting provides meaningful retentive value; improved stock price performance enhances overall value of awards.

Other

Retirement, Health and Welfare Benefits

Offers market-competitive health insurance options and income replacement upon retirement, death, or ~~disability, to support our recruitment and retention objectives.~~disability.

~~Benefits for executives are generally~~Generally the same as those available to all employees, including benefits under a group health plan, a group life insurance program, and a 401(k) plan with Company ~~matching contributions subject to plan and Internal Revenue Code limits.~~

~~page~~ 36matching.

Perquisites

Provides modest benefits ~~as a part of our ongoing compensation program~~ that promote health, safety, and work-life ~~balance, to support our recruitment and retention objectives.~~balance.

~~Perquisites are an~~An immaterial component of our ongoing executive compensation program and are below the market median for our peer group. In a competitive market, our relocation benefits are an important and necessary tool for us to recruit the most qualified talent and quickly and seamlessly integrate them into our workforce.

~~page~~ 36

~~Deferred Compensation Plan~~

~~Allows executives to defer compensation in a tax-efficient manner, thereby supporting our recruitment and retention objectives.~~

~~Executives can elect to defer base salary and STI compensation.~~

~~page~~ 46

~~Executive Severance Plan~~

~~Encourages executives to act in the best interests of our shareholders, while supporting recruitment and retention objectives and ensuring the orderly succession of talent.~~

Benefits are contingent in nature, payable only if a participant has a qualifying termination of employment without cause or termination occurs in connection with a change in control (known as a “double-trigger”). Double-trigger applies to both cash severance and equity vesting occurring in connection with a change in control.

~~page~~ 48program.

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~~EXECUTIVE~~FISCAL YEAR 2022 COMPENSATION PROGRAM ~~COMPONENTS~~

~~The~~NEO Compensation Committee annually reviews tally sheets of all components of our compensation program for each of our executive officers. As a part of this process, the Compensation Committee also reviews the total value of all stock-denominated compensation held by each executive and the potential termination costs for each of our executive officers, including potential payments upon termination in connection with a “change in control.” The Compensation Committee evaluates these elements and, under its charter, has authority to approve certain matters and make recommendations to the Board regarding matters requiring Board approval (such as certain actions related to severance or change in control provisions).

Except as otherwise noted under “Executive Evaluation Process,” the Compensation Committee’s executive compensation determinations are the result of the Committee’s business judgment, which is informed by the experiences of the Committee members, input from the Committee’s independent compensation consultant, the CEO’s evaluation of performance, and feedback from our shareholders.

~~Base Salary~~Levels

The Compensation Committee establishes ~~base salaries~~compensation levels based on the factors described above under “Executive Compensation Determination Process” and below under “Compensation ~~Philosophy and Benchmarking” beginning on page~~ 37.Benchmarking.” Annual merit increases for our NEOs, other than the CEO, are based on evaluation of ~~their~~ performance by the CEO and the Compensation Committee, ~~as well as~~ the Company’s performance and outlook for the upcoming fiscal ~~year. Annual merit increases are not automatic or guaranteed~~year, and NEO compensation data from our Peer Group companies as well as survey data.

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As previously reported, as a part of expense management initiatives in response to the COVID-19 pandemic and the extended tax season, all NEO annual base salaries remained unchanged for fiscal year ~~to year; adjustments, if any, take into account the factors described below under “Compensation Philosophy and Benchmarking” beginning on page~~ 37.

2021. For fiscal year ~~2020, base salaries~~2022, total target direct compensation (“TTDC”) levels for our NEOs were as ~~follows:~~

Officers

Annual Base Salary ($)

% Increase from
Fiscal Year 2019

Jeffrey J. Jones II

$995,000

0.0%

Tony G. Bowen

$600,000

9.1%

Thomas A. Gerke

$600,000

0.0%

Karen A. Orosco

$550,000

15.8%

Kellie J. Logerwell

$260,000

4.0%

~~Mr. Jones continued~~follows (prior to ~~receive an annual base salary of $995,000 in fiscal year 2020 pursuant to his employment agreement with~~ the ~~Company dated August 21, 2017 (the “Jones Agreement”). Additional information regarding~~proration for the ~~Jones Agreement can be found beginning on page~~ 47.Transition Period discussed below):

Officers	Annual Base Salary ($)	STI Target ($)	LTI Target ($)	TTDC ($)	TTDC % Increase from Fiscal Year 2021
Jeffrey J. Jones II⁽¹⁾	$995,000	$1,492,500	$5,500,000	$7,987,500	3.2%
Tony G. Bowen	$618,000	$556,200	$1,600,000	$2,774,200	13.7%
Karen A. Orosco	$600,000	$540,000	$1,300,000	$2,440,000	13.8%
Dara S. Redler⁽²⁾	$500,000	$450,000	—	$950,000	N/A
Kellie J. Logerwell	$270,000	$135,000	$260,000	$665,000	3.9%
Thomas A. Gerke⁽³⁾	$600,000	$480,000	$1,100,000	$2,180,000	0.0%

(1)	As described above under CEO Employment Agreement, the LTI Target increase for Mr. Jones is effective for fiscal year 2023, and so is not contemplated in this table.

(2)	Ms. Redler started employment with the Company on January 17, 2022, and received a pro-rated fiscal year 2022 STI award ($203,425, or 45%) based on her start date. She received cash and LTI sign-on awards but did not receive a fiscal year 2022 annual LTI award.

(3)	Represents Mr. Gerke’s compensation level as the Company’s General Counsel and Chief Administrative Officer until his retirement on January 17, 2022.

The ~~base salary~~TTDC increase for Mr. Bowen was intended to recognize his contributions to the Company’s ~~enterprise strategy steps taken~~performance in fiscal year ~~2019, including his leadership of~~2021 and the ~~introduction of upfront, transparent pricing for all tax preparation methods, and his contributions to~~critical role he plays in the Company’s ~~financial and operational performance.~~Block Horizons 2025 strategy. The ~~base salary increase for Mr. Bowen also took into account market data for Chief Financial Officer positions within our Peer Group and the general market environment.~~

~~Mr. Gerke continued to receive an annual base salary of $600,000 in fiscal year 2020.~~

~~The base salary~~TTDC increase for Ms. Orosco was intended to recognize her ~~strong~~promotion in June 2021 to President, Global Consumer Tax and Service Delivery, which resulted in a substantial increase in scope and responsibility, as well as her leadership ofthrough two challenging tax seasons, contributing to the Company’s ~~largest operating unit through our strategic transformation, including leadership in the areas of attracting talent, succession planning,~~fiscal year 2021 performance. The increases for Mr. Bowen and ~~driving operational excellence. The salary increase for~~ Ms. Orosco, a mix of increases to base salary and incentives, also ~~took~~take into account market data for comparable positions within our Peer Group and ~~the general market environment.~~

survey data. The ~~base salary~~TTDC increase for Ms. Logerwell ~~took into~~was intended to recognize her performance during fiscal year 2021, including her leadership in implementing the Company’s fiscal year end change.

To account ~~her specific role~~for the fiscal year end change and ~~responsibilities at~~to compensate our NEOs for the ~~Company~~Transition Period, the Compensation Committee applied a 14/12 proration to the executives’ individual fiscal year 2022 STI and ~~individual performance~~LTI target award opportunities. This proration was applied for fiscal year 2022 only, no separate STI or LTI awards were granted for the Transition Period, and target amounts reverted to the standard values in fiscal year ~~2019.~~2023. No proration for the fiscal year end change was applied to Ms. Redler’s compensation, given her start date after the transition period.

Final prorated STI and LTI target amounts for applicable NEOs for fiscal year 2022 are as follows:

Officers	STI Prorated Target ($)	LTI Prorated Target ($)
Jeffrey J. Jones II	$1,741,250	$6,416,667
Tony G. Bowen	$648,900	$1,866,667
Karen A. Orosco	$630,000	$1,516,667
Kellie J. Logerwell	$157,500	$303,333
Thomas A. Gerke	$560,000	$1,283,333

Short-Term Incentive Compensation

Overview

Our executive STI compensation is designed to compensate executives primarily for achieving pre-established performance objectives that relate to our fiscal year business plan. STI compensation is provided under our shareholder-approved Executive Performance Plan. Under the Executive Performance Plan, the Compensation Committee may exercise

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In June 2020, the Compensation Committee approved the annual base salaries for fiscal year 2021 shown in the table below for our NEOs. As described above, as a part of expense management initiatives in response to COVID-19 and the extended tax season, all NEO annual base salaries will remain unchanged from fiscal year 2020.

Officers

Fiscal Year 2021
Salary ($)

% Increase from
Fiscal Year 2020

Jeffrey J. Jones II

$995,000

0.0%

Tony G. Bowen

$600,000

0.0%

Thomas A. Gerke

$600,000

0.0%

Karen A. Orosco

$550,000

0.0%

Kellie J. Logerwell

$260,000

0.0%

~~Short-Term Incentive Compensation~~

~~Overview~~

STI compensation is provided under our shareholder-approved H&R Block Executive Performance Plan (“Executive Performance Plan”). This performance-based and at-risk compensation is intended to motivate executives to attain goals that are measured over annual time horizons. Our executive STI compensation is designed to compensate executives primarily for achieving pre-established annual financial, operational, or strategic performance objectives that relate to our fiscal year business plan. Under the Executive Performance Plan, the Compensation Committee may exercise discretion to modify the actual amounts to be paid to each executive, if any, based on subjective determinations or performance against additional objective performance metrics.

Performance criteria and objectives ~~are subject to adjustment to the extent~~may be adjusted, as necessary, to prevent reduction or enlargement of an award as a result of ~~various events that distort the applicable criteria and performance objectives. Such~~extraordinary events generally ~~include~~outside the ~~following:~~executives’ control.

~~Any recapitalization, reorganization, merger, acquisition, divestiture, consolidation, spin-off, split-off, combination, liquidation, dissolution, discontinuation, sale~~As a part of ~~assets, or other similar corporate transaction or event;~~

~~Any changes~~the compensation redesign discussed above, in ~~applicable tax laws or accounting principles; or~~June 2021 the Compensation Committee approved the following STI plan design for fiscal year 2022:

~~Any unusual, extraordinary or nonrecurring events (as described in Financial Accounting Standards Board Accounting Standard 225‐20 “Extraordinary~~This approach maintains the balance between the top- and ~~Unusual Items” (or any successor provision) or in management’s discussion and analysis of financial condition and results of operations appearing in~~bottom-line metrics while also reinforcing an alignment with the Company’s ~~Annual Report on Form 10‐K for the applicable fiscal year).~~strategy and recognizing individual accomplishments that may also contribute to Block Horizons 2025 success.

Target Awards

STI target opportunities for our NEOs are intended to place a significant portion of our NEOs’ annual cash compensation at risk and to provide competitive total cash compensation opportunities within our pay positioning context discussed below. Maximum and threshold performance objectives are set above and below target objectives to establish an appropriate relationship between actual Company performance and the executives’ STI compensation. Ultimateopportunities. STI payouts can range from 0% (or 50% if all threshold goals are achieved) to 200% of each NEO’s target STI opportunity, ~~subject to certain limitations imposed by the Executive Performance Plan~~based on performance against pre-established metrics and ~~for Mr. Jones, limitations imposed by the Jones Agreement. The terms of the Jones Agreement are described below under the heading “Jeffrey J. Jones II Employment Agreement” beginning on page~~ 47.payout curves.

Each year, the Compensation Committee approves a target opportunity for STI compensation for each ~~of our executive officers~~NEO that is a percentage of ~~such executive officer’s~~ base salary. The target opportunities applicable to our NEOs for fiscal ~~years 2020 and 2021~~year 2022 are set forth below under “Targeted vs. Actual STI Awards” and “Actions Pertaining to Fiscal Year 2021 STI Compensation,” respectively. The variance between our CEO’s STI target opportunity and other NEOs’ opportunities reflectsshown in the ~~difference in responsibilities and overall accountability to shareholders. Also, to ensure alignment with shareholders’ interests, a larger portion of our CEO’s annual cash opportunity is at risk.~~

~~Actions Pertaining to Fiscal Year 2020 STI Compensation~~

~~For fiscal year 2020,~~table below. Additionally, as described above, the Compensation Committee ~~determined~~applied a 14/12 proration to ~~retain~~ the key components and performance-based nature of the Company’s STI plan; however, in light of the repeal of the performance-based exemption under Internal Revenue Code (“IRC”) Section 162(m), it took steps to streamline and simplify the plan by eliminating its historic two-step

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structure. Instead, the Compensation Committee established a one-step process in which the applicable threshold, target, and maximum levels of performance are established by the Compensation Committee at or after the Board establishes the Company’s annual operating plan. In setting the performance targets, the Compensation Committee uses one or more of the specific performance criteria identified in the Executive Performance Plan, generally as proposed by the CEO and other senior executives and reviewed by the Compensation Committee in consultation with its independent compensation consultant. These separate performance objectives are generally based on ourexecutives’ individual fiscal year ~~business plan. Each fiscal year the Compensation Committee examines the~~2022 STI target levels for each performance metric, with the goal of establishing target levels with an appropriate level of difficulty considering the industry and competitive environment and the Company’s strategic priorities and operating planaward opportunities to account for the fiscal year. After the Compensation Committee makes any changes to these performance objectives that it considers appropriate, the Compensation Committee approves the threshold, target, and maximum levels of the objectives for use with respect to our executive officers.Transition Period.

Following the end of the fiscal year, the Compensation Committee reviews the Company’s performance measured against the established threshold, target, and maximum performance objectives. Failure to achieve the threshold funding performance target would result in no payouts being made under the Executive Performance Plan. The Compensation Committee has the ability to use discretion to modify the actual payout, as it deems appropriate, based on subjective determinations or other objective performance metrics that may be established concurrently or at a later date.

~~Performance Objectives~~

Officers	Target Opportunity (as a % of Base Salary)	Annual Target Opportunity ($)	Prorated Target Opportunity ($)
Jeffrey J. Jones II	150%	$1,492,500	$1,741,250
Tony G. Bowen	90%	$556,200	$648,900
Karen A. Orosco	90%	$540,000	$630,000
Dara S. Redler⁽¹⁾	90%	$450,000	N/A
Kellie J. Logerwell	50%	$135,000	$157,500
Thomas A. Gerke	80%	$480,000	$560,000

(1)	Ms. Redler’s fiscal year 2022 STI target award was not subject to the 14/12 proration, as she commenced employment with the Company after the Transition Period. Consistent with Company policy, Ms. Redler’s 2022 STI target was prorated to $203,425 (45%) based on her January 17, 2022 start date.

In June ~~2019,~~2021, the Compensation Committee approved the fiscal year ~~2020~~2022 STI performance objectives applicable to our ~~executive officers (the same metrics as were employed in fiscal year 2019)~~executives that are summarized in the ~~table~~graphic below.

Goal

Criteria

Threshold

Target

Maximum

Weight

Lay foundation for future growth

Revenue from Continuing Operations⁽¹⁾

$3,049.2

$3,176.3

$3,271.6

40%

Focus on ultimate performance of the Company as a whole

Pre-Tax Earnings from Continuing Operations⁽²⁾

$464.1

$510.0

$555.9

40%

Improve client trajectory

Market Share⁽³⁾

12.83%

13.33%

13.83%

20%

~~(1)~~

Revenue from Continuing Operations includes consolidated revenue for fiscal year 2020 attributable to continuing operations (in millions). The Revenue from Continuing Operations target was set at a level higher than fiscal year 2019 target and actual Revenue from Continuing Operations.

⁽²⁾

Pre-Tax Earnings from Continuing Operations includes consolidated net earnings for fiscal year 2020 attributable to continuing operations before the deduction of income taxes (in millions). The Pre-Tax Earnings from Continuing Operations target was set at a level below fiscal year 2019 target and actual pre-tax earnings due to the Company’s acquisition of Wave, which currently operates at a loss impacting the Company’s consolidated earnings.

⁽³⁾

Market share is calculated as H&R Block U.S. Assisted and U.S. digital returns for the respective fiscal year, divided by the number of total returns reported by the Internal Revenue Service for that fiscal year. As discussed below, the IRS report used to determine the threshold, target, and maximum for the fiscal year 2020 STI program set forth in this table was discontinued by the IRS during fiscal year 2020. As a result, the Compensation Committee is now using a different report published by the IRS to determine Market Share for fiscal year 2020, redetermining the threshold, target, and maximum metrics and calculating results.

~~These criteria and objectives are disclosed in the limited context of our executive compensation program and should not be deemed to apply in other contexts.~~

The performance targets were set to motivate strong management performance, and, as indicated above, balance top-line metrics (Revenue from Continuing Operations), bottom-line metrics (Pre-Tax Earnings from Continuing Operations), and further our focus on improving the client trajectory (Market Share). The Compensation Committee believes ~~such a balance drives the appropriate amount of focus on propelling long-term growth through revenue and clients.~~

In setting the levels for each performance metric, the Compensation Committee considered the Board’s review and approval of our fiscal year 2020 operating plan, the Company’s 2020 financial outlook, and our enterprise strategy.

All target goals for fiscal year 2020 were set at levels that exceeded fiscal year 2019 actual results after adjustment for the acquisition of Wave in June 2019 as discussed above. Given the increased target goals, the Compensation Committee determined to re-establish the maximum amount each executive could earn at the 200% maximum provided for under the Executive Performance Plan (increased from the 150% of target for each metric, and 150% of target in the aggregate used on a one-time basis in fiscal year 2019 due to the investments made in fiscal year 2019). In addition, the Compensation Committee determined that the portion, if any, of STI earned in excess of 100% of an executive’s target would not be paid

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~~to the executive in restricted share units, as was the case on a one-time basis in fiscal year 2019. The Compensation Committee believed~~ that the levels set for the performance metrics, at the time when they were set, appropriately incentivized our executives to meet the Company’s Board-approved fiscal year ~~2020~~2022 operating plan and execute on our enterprise strategy by providing realistically achievable metrics, while ensuring that such metrics were sufficiently ~~challenging and limiting the risk of excessive payments.~~challenging.

~~The table below shows the change in target STI opportunity for our NEOs from fiscal year 2019 to fiscal year 2020, as a percentage of base salary:~~

H&R Block, Inc. | Notice of Annual Meeting of Shareholders and 2022 Proxy Statement

Officers

Fiscal Year 2020

Fiscal Year 2019

Jeffrey J. Jones II

125%

125%

Tony G. Bowen

90%

80%

Thomas A. Gerke

80%

80%

Karen A. Orosco

90%

80%

Kellie J. Logerwell

50%

50%

The Jones Agreement prescribes, for each fiscal year, Mr. Jones’s target opportunity of 125% of his base salary. In determining Mr. Jones’s STI opportunity, the Compensation Committee considered Mr. Jones’s experience and role and responsibilities and market data for President and Chief Executive Officer positions within our Peer Group.

The target opportunity increase for Mr. Bowen was intended to recognize his ongoing contributions to the Company as Chief Financial Officer and take into account market data for Chief Financial Officer positions within our Peer Group. The fiscal year target opportunity increase for Ms. Orosco was intended to recognize her strong leadership of the Company’s largest operating unit and also take into account market data for comparable positions within our Peer Group. In setting the levels of STI opportunity for all of our NEOs, the Compensation Committee also considered the STI levels for other Company executives and the general market environment.

~~Targeted~~

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Target vs. Actual STI Awards

The following formula is used to calculate the payout awarded for fiscal year ~~2020~~2022 STI compensation (prorated to account for ~~our executive officers:~~the Transition Period):

As ~~described above, as~~ a result of the COVID-19 pandemic, Treasury and the IRS extended the federal tax filing deadline for individual 2019 tax returns from April 15, 2020 to July 15, 2020, and substantially all U.S. states with an April 15 individual state income tax filing requirement extended their respective deadlines. This served to extend the 2020 tax season, shifting some of our ~~revenue and tax returns which would normally have been received~~strong performance in fiscal year ~~2020, into the first quarter of our 2021 fiscal year.~~

As described above, pursuant to the Executive Performance Plan and the program the Compensation Committee pre-approved when it established the fiscal year 2020 STI plan, performance criteria and objectives in the fiscal year 2020 STI plan are subject to adjustment as is necessary to prevent reduction or enlargement of an award based on various events occurring during the course of the applicable performance period that distort the criteria applicable to any performance objective. Such events include, among other things, changes in applicable tax laws, and unusual, extraordinary or nonrecurring events. As such, the Compensation Committee determined to adjust the calculation of the Company’s fiscal year 2020 performance results by including the revenue and clients from tax season 2020 attributable to the extended tax season (but earned in the first quarter of our 2021 fiscal year) in the calculation of the Company’s performance for purposes of the Revenue from Continuing Operations and Market Share metrics. The Compensation Committee consulted with management and its advisors and determined that, due to the significant complexity in separating expenses attributable to

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the extended tax season from our normal course first quarter expenses, it would not be possible to accurately calculate the Pre-Tax Earnings from Continuing Operations metric adjusted for the extended tax season. Therefore, the Compensation Committee assumed a 0.0% payout on that metric, representing 40% of target STI compensation.

~~Each~~2022, each of our NEOs received fiscal year ~~2020~~2022 STI compensation of ~~32.3%~~200.0% of the NEO’s respective target opportunity. The Company’s results for each performance metric were as follows:

Criteria

Threshold

Target

Maximum

Weight

Actual
Performance

Percentage
Achievement

Weighted
Percentage
Payout

Revenue from
Continuing Operations

$3,049.2

$3,176.3

$3,271.6

40%

$3,075.7⁽¹⁾

46.4%

18.6%

Pre-Tax Earnings from
Continuing Operations⁽²⁾

$464.1

$510.0

$555.9

40%

N/A⁽³⁾

0.0%

0.0%

Market Share⁽⁴⁾

14.20%

14.70%

15.20%

20%

14.41%

68.9%

13.8%

Total Payout

32.3%

~~(1)~~Note:

~~Represents Revenue from Continuing Operations for fiscal year 2020, plus estimated revenue from tax season 2020 attributable~~The criteria, objectives, and results in this table are disclosed in the limited context of our executive compensation program and should not be deemed to ~~the extended tax season through July 17, 2020.~~apply in other contexts.

⁽²⁾(1)

~~As noted above,~~The performance metrics were tied to the 12-month fiscal year 2022 results for consistency with the Company’s Board-approved fiscal year 2022 operating plan, the Company’s fiscal year 2022 financial outlook, and our enterprise strategy. The Revenue and Pre-Tax Earnings from Continuing Operations ~~target was~~targets were set at a level below ~~fiscal~~reported results for the prior year ~~2019 target and actual pre-tax earnings~~period due to the ~~Company’s acquisition~~impacts of ~~Wave, which currently operates~~the 2020 tax season extension on prior year results. Fiscal year 2022 results are not comparable to the prior year period, as the 2020 tax deadline was extended to July 15 of that year due to the pandemic. As a result, 15 days of tax season 2020 were included in reported results for the year ended June 30, 2021. Fiscal year 2022 targets were set at ~~a loss impacting~~levels higher than normalized prior year results that remove the ~~Company’s consolidated earnings.~~impacts of the tax season extension and non-recurring stimulus-related card activity. See our fiscal year 2022 earnings release issued on August 9, 2022 for more information on normalized results.

⁽³⁾(2)

As noted above, the Compensation Committee consulted with management and its advisors and determined that, due to the significant complexity in separating expenses attributable to the extended tax season from our normal course first quarter expenses, it would not be possible to accurately calculate the Pre-Tax Earnings from Continuing Operations ~~metric adjusted~~includes consolidated net earnings for fiscal year 2022 attributable to continuing operations before the ~~extended tax season. Therefore, the Compensation Committee assumed a 0.0% payout on that metric, representing 40%~~deduction of ~~target STI compensation.~~income taxes (in millions).

⁽⁴⁾(3)

The ~~IRS report used~~Fund the Future Savings strategic goal is a cost savings metric tied to ~~calculate Market Share in prior fiscal years and in setting~~ the ~~threshold, target, and maximum for~~Company’s Block Horizons “Fund the Future” enabler. Cost savings is calculated based on cost savings as compared to fiscal year ~~2020 STI program was discontinued by the IRS during fiscal year 2020. As a result, the Compensation Committee used a different publicly available report~~2021 in specific identified areas tied to determine Market Share for fiscal year 2020, redetermining the threshold, target, and maximum metrics and then determining results. In addition, given the unusual nature of the tax season, elements of the industry data such as paper filings and returnsBlock Horizons, including compensation savings, footprint optimization savings, reductions in client service call center costs, cost savings related to ~~economic stimulus payments continue to shift week to week making it difficult to draw relevant comparisons from~~ the data. Because of this, the Committee determined to calculate market share for purposes of fiscal year 2020 STI based on e-files only. The Committee believes this allows the Company to accurately compare our data to what we believe to be the most reliable current information provided by the IRS.transition in bank partner, and other miscellaneous cost savings and efficiency efforts.

~~These results are disclosed in the limited context of our executive compensation program and should not be deemed to apply in other contexts.~~

~~The table below shows each NEO’s target opportunity and actual award under our fiscal year 2020 STI program:~~

Officers

Target Opportunity
(as a % of Base Salary)

Target
Opportunity ($)

Actual
Award ($)

Jeffrey J. Jones II

125%

$1,243,750

$401,731

Tony G. Bowen

90%

$540,000

$174,420

Thomas A. Gerke

80%

$480,000

$155,040

Karen A. Orosco

90%

$495,000

$159,885

Kellie J. Logerwell

50%

$130,000

$41,990

~~Compensation Discussion and Analysis~~ | ~~Executive Summary~~ | H&R Block, ~~2020~~Inc. | Notice of Annual Meeting of Shareholders and 2022 Proxy Statement 29

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~~Actions Pertaining to Fiscal Year 2021~~The table below shows each NEO’s target opportunity and actual amount earned under our fiscal year 2022 STI ~~Compensation~~

~~In June 2020,~~program with the adjustment for the fiscal year end change. Given the 200.0% payout percentage at maximum under the plan, the Compensation Committee ~~approved a target opportunity~~considered, but determined not to apply any individual modifiers to decrease any individual payouts for fiscal year 2022, given the strong individual performance of each of our NEOs for fiscal year 2021 as shown in the table below. As described above, as a part of expense management initiatives implemented as a result of COVID-19 and the extended tax season, all NEO STI target opportunities will remain unchanged from fiscal year 2020.NEOs.

Officers	Target Opportunity (as a % of Base Salary)	Target Opportunity ($)	Officers	Annual Target STI Opportunity ($)	Payout at 200% of Target ($)	Prorated Annual Target STI Opportunity ($)	Final Payout at 200% of Target Prorated for Fiscal Year End Change
Jeffrey J. Jones II	125%	$1,243,750	Jeffrey J. Jones II	$1,492,500	$2,985,000	$1,741,250	$3,483,863
Tony G. Bowen	90%	$540,000	Tony G. Bowen	$556,200	$1,112,400	$648,900	$1,298,308
Thomas A. Gerke	80%	$480,000	Karen A. Orosco	$540,000	$1,080,000	$630,000	$1,260,493
Karen A. Orosco	90%	$495,000	Dara S. Redler⁽¹⁾	$450,000	$406,849	N/A	$406,849
Kellie J. Logerwell	50%	$130,000	Kellie J. Logerwell	$135,000	$270,000	$157,500	$315,123
			Thomas A. Gerke	$480,000	$960,000	$560,000	$1,120,438

(1)	Ms. Redler’s 2022 STI was prorated 45% (5.5/12) based on her start date of January 17, 2022.

Due to the extension of the 2020 tax season through July 15, 2020, the Board determined to delay approval of the Company’s 2021 annual operating plan from early June 2020 until September 2020, once final results from the extended tax season and the first quarter of fiscal year 2021 are known. Therefore, the Compensation Committee has determined to defer establishing the performance metrics for fiscal year 2021 until after the annual operating plan has been approved.

Long-Term Incentive Compensation

Overview

We believe that a significant portion of each NEO’s compensation should depend on the ~~amount of~~ long-term value we create for our shareholders. Our LTI compensation is equity-based and is designed to support multiple objectives, including (i) aligning management’s interests with those of our shareholders, (ii) tying compensation to the attainment of long-term financial and operating goals and strategic objectives, thereby mitigating incentives for management to pursue short-term objectives at the expense of long-term value creation, (iii) ensuring that realized compensation reflects changes in shareholder value over the long term, and (iv) recruiting, retaining, and motivating highly skilled executives.including:

▪	aligning management’s interests with those of our shareholders;

▪	tying compensation to the attainment of long-term financial and operating goals and strategic objectives to drive long-term value creation;

▪	ensuring that realized compensation reflects changes in shareholder value over the long term; and

▪	recruiting, retaining, and motivating highly skilled executives.

~~Historically,~~Generally, the Company ~~has awarded~~awards equity-based compensation on an annual basis within ninety days of the beginning of each fiscal year. From time to time, the Company also awards equity-based compensation as part of an employment offer or promotion or, in certain limited instances, as a special award.

The ~~amount of equity-based compensation awarded in~~fiscal year 2022 award agreements are filed as exhibits to the Company’s Current Report on Form 8-K filed with the SEC on June 30, 2021. The grant date for these ~~circumstances is based on~~fiscal year 2022 awards was August 31, 2021 to align with the ~~executive’s role and responsibilities, long-term potential, or individual or Company performance. The award amount is also guided by market data for positions of similar scope and responsibility.~~Company’s new fiscal year.

~~Actions Pertaining to~~ Fiscal Year ~~2020~~2022 Performance-Based LTI ~~Compensation~~

For fiscal year 2020, our NEOs received a mix of equity-based incentive awards consisting of approximately 50% of value in performance share units, 30% of value in market stock units, and 20% of value in time-based restricted share units, each of which are explained below.

~~Performance Share Units~~

For fiscal year 2020, our NEOs received 50% of their annual LTI compensation in the form of performance share units, or “PSUs.” We believe the performance share units appropriately reflect our compensation philosophy by establishing a clear connection between the compensation of our NEOs and the achievement of performance goals that are important for long-term value creation.

For fiscal year 2022, our NEOs received a mix of equity-based incentive awards as shown in the chart, each of which is explained below.

At the end of the performance period, the Compensation Committee will certify the performance results and percentage payout for PSUs, as well as the resulting final number of units earned by each executive. There are no dividends paid on outstanding LTI during the vesting period, but dividend equivalents accumulate and are paid to the extent the award ultimately vests. Unvested units do not carry voting rights.

As described above, the Compensation Committee applied a 14/12 proration to the executives’ individual fiscal year 2022 LTI target award opportunities to account for the Transition Period.

~~Compensation Discussion and Analysis~~ | ~~Executive Summary~~ | H&R Block, ~~2020~~Inc. | Notice of Annual Meeting of Shareholders and 2022 Proxy Statement 30

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Performance Share Units

~~H&R Block Percentile Rank Among S&P 500~~▪

TSR Modifier*PSUs establish a clear connection between NEOs’ compensation and the achievement of goals that are important for long-term value creation.

▪

The ~~performance share units~~PSUs granted in fiscal year ~~2020~~2022 give a participating ~~executive~~NEO the opportunity to earn an initial ~~performance share unit~~ payout, ranging from 0% (or 50% if all threshold goals are achieved) to 200% of ~~his or her~~ target, ~~award,~~ based upon the Company’s performance against a pre-established performance metric. This initial payout is then modified based on the Company’s TSR over the performance period relative to the S&P ~~500~~400 index. The S&P 500 index companies used in the relative TSR calculation are initially set as the component companies of the S&P 500 index at the outset of the three-year performance period, and (i) companies

~~Upper Quintile (80~~^th ~~percentile and above)~~

~~125.0%~~

4^th ~~Quintile (60~~^th ~~to 80~~^th ~~percentile)~~

~~108.3% - 125.0%~~

3^nd ~~Quintile (40~~^th ~~to 60~~^th ~~percentile)~~

~~91.7% - 108.3%~~

2^nd ~~Quintile (20~~^th ~~to 40~~^th ~~percentile)~~

~~75.0% - 91.7%~~

~~Lower Quintile (below 20~~^th ~~percentile)~~

~~75.0%~~

*Linear interpolation will be used to determine the exact TSR modifier percentage.

that fall out of the index during the performance period due to market capitalization changes remain in the calculation, (ii) companies that become bankrupt or insolvent during the performance period remain in the calculation, but a $0 ending stock price is used in the calculation, and (iii) companies that fall out of the index during the performance period for any other reason are removed from the calculation.

The TSR modifier increases or decreases the initial payout by up to 25% of the initial payout amount (for a modifier ranging from 75% to 125% of the initial payout amount, as shown in the chart above). However, notwithstanding the result of that calculation, the maximum earned amount is capped at 200%. Payout is not capped at a specific percentage in the event of negative TSR over the performance period because measurement against the S&P 500 Index, rather than a smaller peer group, is more arduous for executives to achieve than performance against a smaller peer group. For example, one-year TSR for the S&P 500 index was approximately -6.26% for our fiscal year 2020 versus -24.43% for the Consumer Services industry group (under the Global Industry Classification Standard), as calculated by the Company using publicly available information. The following formula is used to calculate the final number of earned performance share units, subject to the overall 200% cap:

~~For performance share units~~PSUs granted in fiscal year 2020, performance is measured over a three-year period beginning on May 1, 2019 and ending on April 30, 2022. The pre-established performance metric is set levels of year-over-year growth in EBITDA from continuing operations (“Annual EBITDA Growth”) for each of the three years of the performance period. 2022:

▪	Performance is measured over a three-year period beginning on July 1, 2021 and ending on June 30, 2024.

▪	The pre-established performance metric is three-year cumulative EBITDA from continuing operations (“EBITDA”). The Compensation Committee selected EBITDA as the performance metric because it believes EBITDA from continuing operations is a driver of sustained value creation over the longer term.

▪	The initial payout is then modified based on the Company’s TSR over the performance period relative to the S&P 400 index, as follows, but payouts are capped at 200%:

The specific ~~levels of EBITDA growth in fiscal years 2020, 2021, and 2022~~performance goals for PSUs are not disclosed at this time given their competitive sensitivity, but will be disclosed upon completion of the performance period in ~~the Compensation Discussion and Analysis section of~~ future proxy statements.

The ~~150% cap placed on fiscal year 2019 performance in~~following formula is used to calculate the fiscal year 2019 PSU awards, used on a one-time basis due to the investments planned for fiscal year 2019, was not included for fiscal year 2020 awards, re-establishing a 200% cap placed on performance in each of the fiscal years in the performance period. The calculated payout percentages for each of the three individual years are averaged for the three-year period to determine the number of performance share units that ultimately vest. The Compensation Committee selected Annual EBITDA Growth as the performance metric, because it believes EBITDA from continuing operations is a driver of sustained value creation over the longer term. The Compensation Committee believes that the performance period of three years combined with a metric focused on year-over-year improvements ensures that executives focus on the long-term strategy and growth of the Company, while monitoring incremental improvements over the performance period.

~~At the end of the performance period, the Compensation Committee will certify the performance results and percentage payout, as well as the resulting~~ final number of ~~performance share units~~ earned by each executive officer. There are no dividends paid on outstanding performance share units during the vesting period, but dividend equivalents accumulate during the vesting period. Upon vesting of the performance share units, in addition to receiving the number of shares of

~~Compensation Discussion and Analysis~~ | ~~Executive Summary~~ | ~~H&R Block 2020 Proxy Statement 31~~

~~TABLE OF CONTENTS~~

~~common stock determined according~~PSUs, subject to the payout calculation, the executive will receive additional shares of common stock equal in value to the total dividends that would have been paid on the number of shares of common stock that ultimately vest. Performance share units do not carry voting rights.overall 200% cap:

Executives are required to hold at least 50% of the gross shares earned upon vesting of the ~~performance share units~~PSUs for a period of one year after the vesting date. In addition, vested equity is subject to stock ownership guidelines that may extend the one-year period ~~in some cases~~ if the guidelines have not yet been met.

~~Market Stock Units~~

For fiscal year 2020, our NEOs received 30% of their annual LTI compensation in the form of market stock units, or “MSUs.” If certain performance thresholds are met, a participating executive has the opportunity to earn a payout between 50% and 200% of his or her target number of market stock units based on the ratio of the average of the Company’s stock price for the five consecutive trading days ending on the grant date (“Grant Date Price”) and the average of the Company’s stock price for the five consecutive trading days beginning on the date the Company’s Annual Report on Form 10-K is filed with the SEC for the last fiscal year within the performance period, which is fiscal year 2022 (“Ending Date Price”).

Performance is measured over a three-year performance period beginning on May 1, 2019 and ending on April 30, 2022, with the cumulative results for the three-year period determining whether any shares of common stock are payable upon vesting of the market stock units following the end of the three-year period.

The vesting of market stock units is subject to two thresholds, both of which must be satisfied for any payout to occur. First, the Ending Date Price must be greater than or equal to 50% of the Grant Date Price. Second, the Company’s average return on invested capital based on after-tax net operating profit from continuing operations and average invested capital during the three-year performance period, each as defined in the award agreement, must be greater than or equal to 14%. The Compensation Committee determined to utilize average return on invested capital as the second of these thresholds for market stock units, as it believes the investment community considers this metric to be an effective measure of capital efficiency.

Failure to attain either of these thresholds would result in forfeiture of the entire market stock unit award. The total number of market stock units earned by participating executives, if any, is equal to the number of market stock units granted on the grant date multiplied by the ratio of the Ending Date Price to the Grant Date Price. The following formula is used to calculate the final number of earned market stock units, assuming the initial thresholds are met:

At the end of the performance period, the Compensation Committee will certify the performance results and percentage payout, as well as the resulting number of market stock units earned by each executive officer. There are no dividends paid on outstanding market stock units during the vesting period, but dividend equivalents accumulate during the vesting period. Upon vesting of the market stock units, in addition to receiving the number of shares of common stock determined according to the payout calculation, the executive will receive additional shares of common stock equal in value to the total dividends that would have been paid on the number of shares of common stock that ultimately vest. Market stock units do not carry voting rights.

~~Restricted Share Units~~

For fiscal year 2020, our NEOs received 20% of their annual LTI compensation in the form of restricted share units, or “RSUs.” There are no dividends paid on outstanding restricted share units during the vesting period, but dividend equivalents accumulate during the vesting period. Upon vesting of the restricted share units, in addition to receiving the applicable number of shares of common stock, the executive will receive additional shares of common stock equal in value to the total dividends that would have been paid on such shares. Restricted share units do not carry voting rights.

~~Compensation Discussion and Analysis~~ | ~~Executive Summary~~ | H&R Block, ~~2020~~Inc. | Notice of Annual Meeting of Shareholders and 2022 Proxy Statement 32

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Restricted Share Units

				▪			RSUs link our NEOs’ compensation with shareholders’ interests as their value fluctuates with fluctuations in our stock price.
				▪			The RSUs granted in fiscal year 2022 vest ratably over three years, providing a retention incentive for NEOs.

Fiscal Year ~~2020~~2022 LTI Vesting Provisions

~~Performance share units and market stock units~~PSUs generally vest ~~if at all,~~ on the third anniversary of the grant date. ~~Restricted share units~~RSUs generally vest in one-third annual increments beginning on the first anniversary of the grant date. However, certain special grants may have a different vesting schedule.

~~An executive generally will forfeit his or her equity award~~ Awards may vest upon ~~a voluntary~~ termination of employment ~~or an involuntary termination for cause~~ prior to the vesting date. However, an executive will be entitled to pro-rata vesting of his or her awards (as determined based upon the attainment of performance goals, when applicable) in the event of the executive’s retirement more than one year following the grant date and will be entitled to a full vesting of his or her awards (as determined based upon the attainment of performance goals, when applicable) in the event of the executive’s death or disability more than one year following the grant date. For performance share units and market stock units, an executive will be entitled to receive pro-rata vesting of the awards, as determined based upon the attainment of applicable performance goals, in the event of the executive’s involuntary termination without cause more than one year following the grant date. Unvested restricted share units are forfeited upon an executive’s involuntary termination without cause.

In addition, beginning in fiscal year 2020, all applicable forms of award agreement that provide for pro-rata vesting (or full vesting in the case of Mr. Gerke as described below) and distribution at the end of the performance period if an executive retires from the Company or is involuntarily terminated without cause, now provide that all unvested awards will be forfeited by the executive if the Compensation Committee determines after termination that the executive engaged in activities that would have been grounds for an involuntary termination for cause while employed by the Company.

In the event of a change in control, the Compensation Committee may in its discretion waive the performance goals that apply to performance-based awards. If it does, the units generally will vest based on the executive’s continued employment through the third anniversary of the grant date and the executive will be entitled to receive all or a pro-rata portion of the award in the event of a termination under certain circumstances, ~~in connection with or following the change in control. For restricted share units, the executive will be entitled to receive full vesting in the event~~as described below under “Termination of ~~a termination under certain circumstances (as set forth in the award agreement governing the grant) in connection with a change in control.~~

Mr. Gerke’s fiscal year 2020 equity-based compensation awards contain modified vesting provisions providing that his voluntary retirement will not result in the forfeiture of any of the equity awards outstanding for more than one year prior to such retirement; rather, the entire equity awards will continue to vest on the stated vesting dates set forth in the applicable award agreementEmployment, Severance, and ~~with performance adjustments (if any) made under such agreement as if he remained employed through such stated vesting dates.~~Transition Arrangements.”

Fiscal Year ~~2020~~2022 LTI Compensation Awards

For fiscal year ~~2020,~~2022, the Company awarded our NEOs ~~performance share units, market stock units,~~PSUs and ~~restricted share units~~RSUs in the amounts shown below. The fiscal year ~~2020 performance share units and market stock units~~2022 PSUs are ~~performance based~~performance-based and will vest ~~if at all,~~ on ~~June 30, 2022~~August 31, 2024 and the fiscal year ~~2020 restricted share units will~~2022 RSUs vest ~~if at all,~~ in one-third annual increments beginning on ~~June 30, 2020.~~August 31, 2022.

Officers	Award Value ($)⁽¹⁾	Performance Share Units (#)⁽¹⁾	Market Stock Units (#)⁽¹⁾	Restricted Share Units (#)⁽¹⁾	Officers	Annual Award Value ($)	Prorated Award Value ($)⁽¹⁾	PSUs (#)⁽¹⁾	RSUs (#)⁽¹⁾
Jeffrey J. Jones II	$5,500,000	90,730	47,813	37,543	Jeffrey J. Jones II	$5,500,000	$6,416,667	154,076	87,557
Tony G. Bowen	$1,300,000	21,446	11,302	8,874	Tony G. Bowen	$1,600,000	$1,866,667	44,823	25,472
Thomas A. Gerke	$1,100,000	18,146	9,563	7,509	Karen A. Orosco	$1,300,000	$1,516,667	36,418	20,696
Karen A. Orosco	$1,100,000	18,146	9,563	7,509	Kellie J. Logerwell	$260,000	$303,333	7,284	4,140
Kellie J. Logerwell	$250,000	4,125	2,174	1,707	Thomas A. Gerke	$1,100,000	$1,283,333	30,816	17,512

(1)

Represents the value of our annual LTI compensation program awards, which are subject to rounding. These award values are converted into: (i) the number of ~~performance share units and market stock units~~PSUs based on the Monte Carlo valuation model as of the grant date and (ii) the number of ~~restricted share units~~RSUs based on the closing price of one share of common stock on the grant date. The number of ~~performance share units, market stock units,~~PSUs or ~~restricted share units~~RSUs resulting from the conversion of the award value to the number of units awarded is rounded up to the nearest whole unit, such rounded numbers are reflected in the chart above. As such, the award value reported in this column may differ from the accounting grant date fair value under ASC 718.

The fiscal year LTI award increase for Mr. Bowen was intended to recognize his contributions to the Company in fiscal year 2019, as described above, and took into account market data for Chief Financial Officer positions within our Peer Group and the general market environment. The fiscal year LTI award increase for Ms. Orosco was intended to recognize her strong leadership of the Company’s largest operating unit, as described above, and also took into account market data for comparable positions within our Peer Group and the general market environment.

~~Compensation Discussion and Analysis~~ | ~~Executive Summary~~ | ~~H&R Block 2020 Proxy Statement 33~~

~~TABLE OF CONTENTS~~

~~Actions Pertaining to Fiscal Year 2021 LTI Compensation~~

At the beginning of fiscal year 2021, the Compensation Committee considered the mix of equity-based compensation for executive officers and determined to retain the structure used for fiscal year 2020. As a result, our NEOs received 50% of their annual LTI compensation for fiscal year 2021 in performance share units, 30% in market stock units, and 20% in time-based restricted share units. The payment structures, vesting schedules, terms and conditions of the fiscal year 2021 equity-based compensation are substantially similar to those of the fiscal year 2020 equity-based compensation described above under the heading “Actions Pertaining to Fiscal Year 2020 LTI Compensation” beginning on page 30. The specific levels of performance metrics are not disclosed at this time given their competitive sensitivity, but will be disclosed upon completion of the performance period in the Compensation Discussion and Analysis section of future proxy statements.

Mr. Gerke’s fiscal year 2021 equity-based compensation awards contain the same modified vesting provisions as his fiscal year 2020 equity-based awards, as described above under “Fiscal Year 2020 LTI Vesting Provisions.”

~~Fiscal Year 2021 LTI Compensation Awards~~

In June 2020, the Compensation Committee approved a target LTI opportunity for each of our NEOs for fiscal year 2021 as shown in the table below. As described above, as a part of expense management initiatives implemented as a result of COVID-19 and the extended tax season, all NEO LTI target opportunities remained unchanged from fiscal year 2020. The fiscal year 2021 performance share units and market stock units are performance based and will vest, if at all, on June 30, 2023 and the fiscal year 2021 restricted share units will vest, if at all, in one-third annual increments beginning on June 30, 2021.

Officers

Award
Value ($)⁽¹⁾

Performance Share
Units (#)⁽¹⁾

Market Stock
Units (#)⁽¹⁾

Restricted Share
Units (#)⁽¹⁾

Jeffrey J. Jones II

$5,500,000

189,264

98,215

77,031

Tony G. Bowen

$1,300,000

44,736

23,215

18,208

Thomas A. Gerke

$1,100,000

37,853

19,643

15,407

Karen A. Orosco

$1,100,000

37,853

19,643

15,407

Kellie J. Logerwell

$250,000

8,603

4,465

3,502

~~(1)~~

Represents the value of our annual LTI compensation program awards, which are subject to rounding. These award values are converted into: (i) the number of performance share units and market stock units based on the Monte Carlo valuation model as of the grant date and (ii) the number of restricted share units based on the closing price of one share of common stock on the grant date. The number of performance share units, market stock units, or restricted share units resulting from the conversion of the award value to the number of units awarded is rounded up to the nearest whole unit, such rounded numbers arePSUs and RSUs reflected in the chart ~~above. As such,~~above are calculated based on the prorated annual award value ~~reported~~to account for the Transition Period. As discussed above, Ms. Redler received LTI sign-on awards in ~~this column may differ from~~connection with joining the ~~accounting grant date fair value under ASC 718.~~Company, but she did not receive a fiscal year 2022 annual LTI award.

~~Vesting and Performance-based Payouts of Fiscal Year 2018 Performance Share Units and Market Stock Units~~VESTING AND PERFORMANCE-BASED PAYOUTS OF FISCAL YEAR 2020 PSUS AND MSUS

Our ~~executive officers,~~executives, including our NEOs (other than Ms. Redler who was not employed by the Company at the time), received ~~performance share units~~PSUs and ~~market stock units~~MSUs in fiscal year ~~2018. For all of our NEOs other than our CEO, performance~~2020. Performance for these ~~performance share units~~PSUs and ~~market stock units~~MSUs was based on a three-year period beginning on May 1, ~~2017~~2019 and ending on April 30, 2020. For Mr. Jones, our CEO, who commenced employment with the Company in August 2017, the performance was based on a June 1, 2017 to April 30, 2020 performance period, in order to comply with the requirements of the performance-based exemption under IRC Section 162(m).2022. Performance was certified, and the overall payout was approved by the Compensation Committee in ~~July 2020.~~

August 2022. Measurement of performance for the outstanding PSUs and MSUs awarded prior to fiscal year 2022 continues to be based on our prior fiscal year period (May 1 to April 30), pursuant to the terms of the applicable award agreements and as determined by the Compensation Committee.

~~Compensation Discussion and Analysis~~ | ~~Executive Summary~~ | ~~H&R Block 2020 Proxy Statement 34~~Fiscal Year 2020 PSUs

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Under the terms of the award agreements for fiscal year ~~2018 performance share units,~~2020 PSUs, a participating executive had the opportunity to earn an initial ~~performance share unit~~ payout ~~ranging from 0% to 200% of his or her target award,~~ based upon the Company’s performance against pre-established ~~performance metrics.~~EBITDA performance. The Committee selected ~~Annual~~a preset level of EBITDA ~~Growth as~~growth for each year of the performance ~~metric~~period.

The result for ~~the three-year performance period beginning in fiscal~~each year ~~2018, which is~~was averaged over the three-year period to determine the initial payout (the “EBITDA Percentage”). This initial payout was then modified based on the Company’s TSR relative to the S&P 500 index over the period beginning with the 15 consecutive trading days ending on the grant date and ending on the 15 consecutive trading days beginning on the date the Company’s Annual Report on Form 10-K was filed with the SEC for fiscal year 2020.performance period. The TSR modifier could increase or decrease the payout by up to 25% of the initial payout amount. However, notwithstanding the result of that calculation, the maximum earned amount was capped at 200%. ~~The performance metric~~

H&R Block, Inc. | Notice of Annual Meeting of Shareholders and 2022 Proxy Statement

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Based on the Company’s results relative to the preset thresholds, targets, and maximums, the Compensation Committee approved the below results and applicable EBITDA performance. No adjustments were made to account for the ~~performance period was as follows:~~impacts of the COVID-19 pandemic and extended tax filing deadlines.

Metric

Threshold

Target

Maximum

Each Fiscal Year of the May 1, 2017 – April 30, 2020 Performance Period⁽¹⁾

EBITDA Annual
Growth⁽²⁾

-4.8%

2.1%

10.9%

EBITDA Factor⁽³⁾

0.0%

100.0%

200.0%

(1)

In“Fiscal Year” for PSU purposes refers to the ~~case of Mr. Jones, who commenced employment with the Company in August 2017, the first fiscal year is deemed~~applicable May 1 to ~~be the period beginning on June 1, 2017 and ending on~~ April 30 ~~2018, which to determine Annual EBITDA Growth is compared to EBITDA for the period beginning on June 1, 2016 and ending on April 30, 2017.~~period.

⁽²⁾	EBITDA from Continuing Operations is defined as earnings of the Company from continuing operations excluding interest expense, taxes, depreciation and amortization.

(3)	EBITDA Annual Growth means the year-over-year percentage change in EBITDA from Continuing Operations from one fiscal year to the immediately subsequent fiscal year in the Performance Period.

⁽³⁾	EBITDA Factor refers to the applicable percentage for the level of EBITDA Annual Growth set forth in this table. The EBITDA Factor for each fiscal year is then averaged to determine the EBITDA Percentage for the award as a whole.

Notwithstanding the negative impact of the pandemic and changes to the tax filing deadlines on our business, the Compensation Committee did not modify the vesting provisions of these awards. Based on the Company’s results relative to the above thresholds, targets, and maximums, the Compensation Committee approved the following results and applicable EBITDA Factor:

EBITDA Annual
Growth

EBITDA Factor
(Mr. Jones)

EBITDA Factor
(Other NEOs)

Fiscal Year 2018⁽¹⁾

4.1%

103.9%

105.6%

Fiscal Year 2019

Below Threshold

0.0%

0.0%

Fiscal Year 2020

Below Threshold

0.0%

0.0%

EBITDA Percentage

34.6.%

35.2%

~~(1)~~

~~In the case of Mr. Jones, who commenced employment with the Company in August 2017, the first fiscal year is deemed to be the period beginning on June 1, 2017 and ending on April 30, 2018.~~

The Compensation Committee then applied a TSR modifier of ~~75.0%~~110.8% based on the Company’s TSR over the performance ~~period.~~period, which ranked in the 63^rd percentile. Based on the performance percentage and the TSR modifier, ~~Mr. Jones~~our NEOs received ~~26.0%~~147.7% of the ~~performance share units he was initially granted and our other NEOs received 26.4% of the performance share units~~PSUs they were initially granted, as well as additional shares of common stock ~~equal in value to the total dividends that would have been paid~~representing dividend equivalents accrued on the number of shares ~~of common stock~~ that ~~vested pursuant to the payout calculation.~~ultimately vested. The table below shows the target-level opportunity and actual award with respect to the ~~performance share units~~PSUs granted to each of our NEOs in fiscal year ~~2018:~~2020:

Officers	PSUs Outstanding (#)⁽¹⁾		EBITDA Percentage		TSR Modifier		Actual Shares Received (#)⁽²⁾	Officers	PSUs Outstanding (#)⁽¹⁾		EBITDA Percentage		TSR Modifier			Actual Shares Received (#)⁽²⁾
Jeffrey J. Jones II	72,696.9	x	34.6%	x	75.0%	=	18,902	Jeffrey J. Jones II	105,148.9	x	133.3%	x	110.8%	=		155,298
Tony G. Bowen	18,077.3	x	35.2%	x	75.0%	=	4,773	Tony G. Bowen	24,854.2						36,709
Thomas A. Gerke	45,190.9	x	35.2%	x	75.0%	=	11,931	Karen A. Orosco	21,029.8						31,060
Karen A. Orosco	14,461.6	x	35.2%	x	75.0%	=	3,818	Kellie J. Logerwell	4,780.6						7,061
Kellie J. Logerwell	4,519.9	x	35.2%	x	75.0%	=	1,194	Thomas A. Gerke	21,029.8						31,060

(1)	The number of PSUs outstanding includes dividend equivalents accrued on the number of PSUs granted in fiscal year ~~2018.~~2020. The PSUs outstanding, EBITDA Percentage, and TSR Modifier are rounded to the nearest tenth.

⁽²⁾	The ~~amount~~number of shares actually received by the NEOs includes additional shares of common stock equal in value to the total dividends that would have been paid on the number of shares of common stock that vested pursuant to the payout calculation and are rounded up to the next whole share.

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As described above, the mandatory post-vesting holding requirement requires that the executive hold at least 50% of the gross shares earned upon vesting of the ~~performance share units~~PSUs for a period of one year after the vesting date.

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Fiscal Year 2020 MSUs

Under the terms of the award agreements for ~~market stock units~~MSUs granted in fiscal year ~~2018,~~2020, if certain performance thresholds described below were met, a participating executive had the opportunity to earn a payout between 50% and 200% of ~~his or her~~the executive’s target number of ~~market stock units~~MSUs based on the difference between the ~~average of the Company’s stock price for the 15 consecutive trading days ending on the grant date (“2018 MSU~~ Grant Date ~~Price”)~~Price and the average of the Company’s stock price for the 15 consecutive trading days beginning on the date the Company’s Annual Report on Form 10-K was filed with the SEC for the last fiscal year within the performance period (“2018 MSU Ending Date ~~Price”).~~Price. The grant date for ~~Mr. Jones’s~~the fiscal year ~~2018 market stock units was August 21, 2017 (the day he commenced employment with the Company) and the grant date for the other NEOs~~2020 MSUs was June 30, ~~2017.~~2019 and the performance period was May 1, 2019 to April 30, 2022.

The vesting of ~~market stock units~~MSUs was subject to two thresholds, both of which must have been satisfied for any payout to ~~occur.~~occur:

▪	First, the Ending Date Price must be greater than or equal to 50% of the Grant Date Price

○

“Ending Date Price” is the average of the Company’s stock price for the five consecutive trading days beginning on the date the Company’s Annual Report on Form 10-K is filed with the SEC for the last fiscal year within the performance period. Given the Company’s fiscal year end change, the Compensation Committee determined to use June 16, 2022 (the average historical date for Form 10-K filings) as the beginning date for this calculation, so as to best capture the original intent of the award design

○	“Grant Date Price” is the Company’s stock price for the five consecutive trading days ending on the grant date

▪	Second, the Company’s average return on invested capital (“ROIC”) must be greater than or equal to 14%

○	“ROIC,” as defined in the award agreement, is calculated over the three-year performance period

○	The Compensation Committee selected ROIC as it believes the investment community considers this metric to be an effective measure of capital efficiency

~~First,~~If the ~~2018~~performance thresholds are met, the number of MSUs earned is calculated based on the ratio of the average of the Grant Date Price and the Ending Date Price. Based on the Company’s results, the Compensation Committee certified that both thresholds were achieved and approved a performance percentage of 118.5%, representing an MSU Ending Date Price ~~must have been greater than or equal to 50%~~ of $33.68 divided by the ~~2018 MSU Grant Date Price.~~

Second, the Company’s average return on invested capital based on after-tax net operating profit and average invested capital during the three-year performance period, each as defined in the award agreement, must have been greater than or equal to 14%.

The Company achieved the average return on invested capital threshold, but, due to the impacts of the COVID-19 pandemic, failed to meet the stock price-related threshold. The 2018 MSU Ending Date Price was $14.72, which is less than 50% of the 2018 MSU Grant Date Price of ~~$30.51 for Mr. Jones and $30.11 for our other NEOs. As a result, our NEOs’ entire fiscal year 2018 market stock unit awards were forfeited, resulting in a 0.0% payout for all NEOs.~~$28.41.

The table below shows the ~~target-level~~target opportunities and actual awards under our fiscal year ~~2018 market stock unit~~2020 MSU program for our NEOs:

Officers

MSUs
Outstanding
(#)⁽¹⁾

Performance
Percentage

Actual Shares
Received (#)

Jeffrey J. Jones II

40,622.1

x

0.0%

=

0

Tony G. Bowen

9,697.2

x

0.0%

=

0

Thomas A. Gerke

24,240.6

x

0.0%

=

0

Karen A. Orosco

7,758.0

x

0.0%

=

0

Kellie J. Logerwell

2,424.9

x

0.0%

=

0

Officers	MSUs Outstanding (#)⁽¹⁾		Performance Percentage		Actual Shares Received (#)⁽²⁾
Jeffrey J. Jones II	55,411.5	x	118.5%	=	65,688
Tony G. Bowen	13,098.1				15,528
Karen A. Orosco	11,082.8				13,138
Kellie J. Logerwell	2,519.5				2,987
Thomas A. Gerke	11,082.8				13,138

(1)	The number of MSUs outstanding includes dividend equivalents accrued on the number of MSUs granted in fiscal year ~~2018.~~2020. The MSUs outstanding and Performance Percentage are rounded to the nearest tenth.

(2)	The number of shares actually received by the NEOs includes additional shares of common stock equal in value to the total dividends that would have been paid on the number of shares of common stock that vested pursuant to the payout calculation and are rounded up to the next whole share.

~~Retirement, Health~~FISCAL YEAR 2023 COMPENSATION PROGRAM

NEO Compensation Levels

In August 2022, the Compensation Committee approved the TTDC for fiscal year 2023 shown in the table below.

Officers	Annual Base Salary ($)	STI Target ($)	LTI Target ($)	TTDC ($)	TTDC % Increase from Fiscal Year 2022
Jeffrey J. Jones II	$995,000	$1,492,500	$6,200,000	$8,687,500	8.8%
Tony G. Bowen	$642,700	$578,430	$1,700,000	$2,921,130	5.3%
Karen A. Orosco	$624,000	$561,600	$1,300,000	$2,485,600	1.9%
Dara S. Redler	$520,000	$468,000	$950,000	$1,938,000	2.0%
Kellie J. Logerwell	$280,800	$140,400	$270,000	$691,200	3.9%

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The Compensation Committee approved the fiscal year 2023 STI and ~~Welfare Benefits,~~LTI plans in August 2022 and ~~Perquisites~~made no material changes to the plans or equity mix used in fiscal year 2022. The fiscal year 2023 award agreements are filed as exhibits to the Company’s Current Report on Form 8-K filed with the SEC on August 17, 2022. The specific goals for each metric are not disclosed at this time given their competitive sensitivity but will be disclosed upon completion of the performance period in the Compensation Discussion and Analysis section of the applicable proxy statement.

The Committee’s rationale for Mr. Jones’s TTDC increase is described above under “CEO Employment Agreement.” TTDC increases for our NEOs were based on a competitive review of peer proxy and market survey data as well as individual performance. These increases were modest and generally aligned with the merit increases received by our broader employee population.

The Compensation Committee also approved an additional one-time special grant for Ms. Orosco of $400,000. Ms. Orosco’s additional grant was intended to recognize her leadership responsibility for the Marketing & Experience Group for the majority of fiscal year 2022. Ms. Orosco’s additional grant will be combined with her annual LTI grant and will be allocated between PSUs (65%) and RSUs (35%), consistent with annual grant practices.

OTHER BENEFITS

The Company provides certain benefits to all full-time employees, including employer matching contributions to our qualified retirement plan, an employee stock purchase plan that permits purchases of our common stock at a discount, life insurance, health and welfare benefit programs, and the opportunity to use our tax preparation services for no charge. Benefits for executives generally are the same as benefits for all other full-time employees, except that ~~executive officers~~NEOs and certain key employees may participate in our executive group life insurance program and our deferred compensation plan and are entitled to certain relocation benefits as described below. Mr. Jones is also permitted certain minimal personal use of the Company’s fractional share of a private aircraft as described below. We have structured our executive benefit program to be consistent with our philosophy of emphasizing performance-based elements in our executive compensation program. Perquisites represent an immaterial element of our ongoing executive compensation program. ~~We believe the benefits our executives receive as a part of our ongoing compensation program are modest relative to market practices, and well below the market median relative to our Peer Group.~~

The Company offers a group life insurance program to executives that provides death benefits up to three times the participating executive’s annual base salary. The death benefits are payable to beneficiaries designated by the participating executive.

Our deferred compensation plan ~~which is discussed in detail beginning on page~~ 46, is designed to assist our executives in building retirement savings by offering participants the opportunity to defer their receipt of base salary and STI compensation.

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The Company also provides relocation benefits to eligible employees under our Executive Homeowner Relocation Policy. These relocation benefits generally cover certain common relocation expenses and are subject to a clawback requirement.

Aircraft Usage

The Company ~~believes that providing relocation benefits under our Executive Homeowner Relocation Policy is important in incentivizing talented~~leases a fractional share of a private aircraft to allow executives to ~~relocate themselves~~safely and ~~their families~~efficiently travel for business purposes given our large, distributed retail footprint and franchise operations in many locations not accessible by commercial airlines. The corporate aircraft allows our executives to ~~our headquarters~~be far more productive than commercial flights given that the corporate aircraft provides a confidential, safe, and productive environment in ~~Kansas City, Missouri. In connection with the expansion of our strategic investment in technology and the corresponding demand for qualified personnel, it is critical that we are able~~which to recruit qualified employees from locations throughout the world. In a competitive market, our Executive Homeowner Relocation Policy is an important and necessary tool for us to recruit and onboard the most qualified talent and quickly and seamlessly integrate them into our workforce. A recipient is required to repay all or a portion of his or her relocation benefits to the Company in the event of his or her voluntary termination or involuntary termination for cause within 24 months following the relocation date.

~~COMPENSATION “CLAWBACK” POLICY AND RESTRICTIVE COVENANTS~~

Our Board has adopted a “clawback” policy set forth in our Governance Guidelines which provides that, in the event of a restatement of our financial results, the Board has the authority to seek reimbursement of any portion of performance-based or incentive compensation paid, vested, or awarded in any previous year that is greater than the amount that would have been paid or awarded if calculated based on the restated financial results. The Jones Agreement, the Executive Performance Plan, the award agreements applicable to our executive officers under the H&R Block, Inc. 2013 Long Term Incentive Plan (the “2013 Plan”) and the 2018 Plan, and the Executive Severance Plan each include a clawback provision consistent with the terms of the Board’s clawback policy. In addition, beginningconduct business. Beginning in fiscal year 2020, all applicable forms of award agreement provide that, if an executive retires from the Company or is involuntarily terminated without cause, resulting in pro-rata vesting (or full vesting in the case of Mr. Gerke) and distribution at the end of the performance period, and if2021, the Compensation Committee ~~determines after termination that~~approved Mr. Jones’s usage of the ~~executive engaged in activities that would have been grounds~~private aircraft for ~~an involuntary termination for cause while employed by the Company, then all unvested awards will be forfeited by the executive.~~

Our award agreements contain restrictive covenants, including non-competition and non-solicitation provisions, which, if violated, authorize the Company to cancel or rescind the award or seek reimbursement of value received by the individual, consistent with applicable law. In addition, the Executive Severance Plan provides that the Board may recover or require reimbursement of all severance, equity compensation awards (including profits from the sale of Company stock acquired pursuant to such awards), and other payments madepersonal travel up to a ~~participant under~~specified maximum per fiscal year. For fiscal year 2022, the ~~Executive Severance Plan if the participant violates the provisions~~Committee approved a maximum of ~~any confidentiality, non-competition, non-solicitation, or similar agreement or policy.~~

~~COMPENSATION PHILOSOPHY AND BENCHMARKING~~

30 hours for personal travel. The ~~Compensation~~ Committee holistically considers a variety of factors when making decisions regarding the recruitment, retention and motivation of our executive officers. These factors, as they relate to setting target executive compensation opportunities, include:

~~The executive officer’s experience, knowledge, skills, level of responsibility, and potential to influence our performance and future success;~~

~~The executive officer’s compensation history;~~

~~Our financial performance and the executive officer’s performance (if applicable) in the prior year;~~

~~Internal parity and the value and importance of the position~~approved this usage taking into consideration health concerns due to the ~~Company~~ongoing COVID-19 pandemic, concerns over Mr. Jones’s personal safety, and ~~its achievement of its~~to increase Mr. Jones’s time available for business ~~plans;~~

~~The business environment in which we operate~~purposes. No tax gross-up is provided to ~~recruit and retain talent, the current economic climate, and market factors relevant to our business and our strategy;~~

~~Each executive officer’s role and scope of responsibilities relative to comparable positions in the Peer Group (as defined below) and survey data;~~

~~Publicly-disclosed information regarding named executive officer compensation from our Peer Group companies; and~~

~~Corporate governance and regulatory factors related to executive compensation.~~Mr. Jones on this benefit.

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The Compensation Committee also considers the Company’s need to recruit and retain people with the skills and experience to establish, monitor and achieve the Company’s strategic plan. Based on this information and with the input of the Committee’s independent compensation consultant, the Compensation Committee members use their individual and collective business judgment to analyze each NEO’s target total direct compensation, and set it at a level that is reasonable and competitive, and that appropriately balances the objectives of our compensation program.COMPENSATION BENCHMARKING

We benchmark our executive compensation practices relative to publicly-disclosed information for a defined group of peer companies, which for fiscal year ~~2020~~2022 is set forth below (the “Peer Group”). We also review compensation data from multiple general industry survey sources, ~~reflective of general industry pay levels for~~comparing companies of relevant ~~size based on~~ total revenue ~~as compared to~~size and positions of comparable duties for each of the NEOs. For fiscal year ~~2020,~~2022, these survey sources were the ~~Aon Hewitt Total~~Radford Global Compensation ~~Measurement Executive~~ Survey and the Willis Towers Watson ~~CDB~~ General Industry Executive Compensation Survey. The Compensation Committee reviews summary survey and Peer Group data to confirm that the market references we use are appropriate for our business and the industries in which we compete for executive talent.

With the input of its independent compensation consultant, the Compensation Committee reviews the Peer Group annually and revises it as circumstances warrant. We endeavor to identify companies that are comparable to or competitive with our core businesses, including tax and professional products and services, that have similar strategic plans or outlook, or that are comparable on a variety of relevant metrics. As a result of the Compensation Committee’s annual review in March of 2019, with input from its independent compensation consultant, the Compensation Committee determined that Convergys Corporation and DST Systems, Inc. should be removed from the Peer Group, as both companies were acquired in 2018 and lacked up-to-date compensation data. Two new companies – CoreLogic, Inc. and Euronet Worldwide, Inc. – were added to replace the removed companies. The Compensation Committee determined that CoreLogic, Inc. and Euronet Worldwide, Inc. were appropriate from a size perspective and, given that they are in the same industry group as the companies being removed, would keep the overall industry orientation unchanged. The Peer Group considered by the Compensation Committee in benchmarking fiscal year 2020 compensation therefore consisted of the following 17 companies:

• With the input of its independent compensation consultant, the Compensation Committee reviews the Peer Group annually and revises it as circumstances warrant. We endeavor to identify companies that are comparable to or competitive with our core businesses, including tax and professional products and services, that have similar strategic plans or outlook, or that are comparable on a variety of relevant metrics. The Compensation Committee conducted its annual review of Peer Group companies to be referenced in setting fiscal year 2022 compensation in March of 2021. With input from its independent compensation consultant, the Committee determined that no changes were necessary for fiscal year 2022, and the fiscal year 2022 peer group is set forth in the graphic to the right.

~~Arthur J. Gallagher & Co.~~

•

~~Fidelity National Information Services, Inc.~~

•

~~Paychex, Inc.~~

•

~~Broadridge Financial Solutions, Inc.~~

•

~~First American Financial Corporation~~

•

~~Robert Half International Inc.~~

•

~~CA, Inc.~~

•

~~Fiserv, Inc.~~

•

~~Unisys Corporation~~

•

~~CoreLogic, Inc.~~

•

~~Genpact Limited~~

•

~~The Western Union Company~~

•

~~Equifax Inc.~~

•

~~Global Payments Inc.~~

•

~~Willis Towers Watson PLC~~

•

~~Euronet Worldwide, Inc.~~

•

~~Intuit Inc.~~

Fiscal Year 2023 Peer Group

The Compensation Committee conducted its annual review of Peer Group companies to be referenced in setting fiscal year ~~2021~~2023 compensation in ~~March~~November of ~~2020.~~2021. With input from its independent compensation consultant, the Committee determined ~~that~~to make the following should be removed from the Peer Group companies used by the Compensation Committee for benchmarking fiscal year 2021 pay determinations: (1) Fidelity National Information Services, Inc. and Fiserv, Inc. as both companies were disproportionately larger than the Company following major 2019 acquisitions; (2) Arthur Gallagher & Co., First American Financial Corporation, and Willis Towers Watson PLC, as they were no longer comparable business fits in light of the Company’s technology-focused enterprise strategy; and (3) CA, Inc., as it was acquired in 2018 and lacked up-to-date compensation data. Five new companies – Gartner, Inc., Insperity, Inc., Jack Henry & Associates, Inc., TransUnion, and WEX Inc. – were addedchanges to ~~the Peer Group. The Compensation Committee determined that these companies were appropriate from a~~better align peer median revenue size ~~perspective and align~~ with the ~~Company’s strategic goals of high growth and a technology focus.~~Company’s:

▪	Removed Broadridge Financial Solutions, Inc., CoreLogic, Inc., and Robert Half International Inc.; and

▪	Added ACI Worldwide Inc., TriNet Group, Inc., and Workday, Inc.

ROLES OF THE INDEPENDENT COMPENSATION CONSULTANT, MANAGEMENT, AND THE BOARD IN EXECUTIVE COMPENSATION

Use of External Consultant

~~The~~In September 2020, the Compensation Committee ~~retains Frederic W. Cook & Co., Inc. (“FW Cook”)~~retained CAP as its external, independent compensation consultant ~~for objective advice~~ and ~~assistance on executive~~CAP has served in that capacity since that time. The Compensation Committee’s independent compensation ~~matters. FW Cook~~consultant reports directly to the Committee and the Committee may replace ~~FW Cook~~the consultant or hire additional consultants at any time. ~~FW Cook~~The independent compensation consultant advises the Compensation Committee on issues pertaining to executive compensation, including the assessment of market-based compensation levels, the selection of our Peer Group, our pay positioning relative to the market, the mix of pay, incentive plan design, and other executive employment matters. ~~FW Cook~~The independent consultant provides its advice based in part on prevailing and emerging market practices, as well as our specific business context. The Compensation Committee retains sole authority to hire ~~FW Cook,~~its compensation consultants, approve ~~its~~ fees, determine the nature and scope of ~~its~~ services, evaluate ~~its~~ performance, and terminate ~~its~~

~~Compensation Discussion and Analysis~~ | ~~Compensation Philosophy and Benchmarking~~ | ~~H&R Block 2020 Proxy Statement 38~~

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engagement. The Compensation Committee believes that external compensation consultants for the Compensation Committee should be independent and serve the Compensation Committee exclusively and should not perform any other services for the Company at any time. ~~FW Cook~~CAP performs no other services for the Company.

~~For fiscal year 2020,~~In accordance with the requirements of applicable SEC rules and NYSE listing standards, the Compensation Committee ~~assessed FW Cook’s~~reviewed CAP’s independence ~~taking into account~~and determined that it meets the ~~following factors:~~

~~FW Cook provides no other services to the Company;~~

~~The amount of fees received from the Company by FW Cook as a percentage of FW Cook’s total revenue;~~

~~FW Cook’s policies~~independence criteria established under such rules and ~~procedures that are designed to prevent conflicts of interest;~~

~~Any business or personal relationship between the individuals at FW Cook performing consulting services and the members of the Compensation Committee;~~

~~Any ownership of Company stock by the individuals at FW Cook performing consulting services for the Compensation Committee; and~~

~~Any business or personal relationship between the consultant or any other employee at FW Cook and an executive officer of the Company.~~

In connection with the Compensation Committee’s review, FW Cook provided the Compensation Committee with appropriate assurances and confirmation of its independent status. The Compensation Committee believes FW Cook has been independent throughout its service for the Committee and that there is no conflict of interest between FW Cook and the Compensation Committee.listing standards.

Executive Evaluation Process

The Compensation Committee generally reviews our CEO’s performance each year against pre-established financial, operational, strategic, and individual objectives. Our CEO is responsible for sharing with the Compensation Committee his

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current year accomplishments in light of current year objectives, as well as proposed objectives for the following year. ~~The Compensation Committee reviews the CEO’s accomplishments, objectives, and overall performance.~~ The Committee keeps the independent members of the Board apprised of its activities related to the review and approval of CEO performance and compensation matters and, from time to time, consults with such independent members on matters concerning CEO compensation. Based on its evaluation, the Compensation Committee determines the CEO’s compensation. Following such determination, the Chairman of the Board discusses the Compensation Committee’s evaluation and determinations with the CEO. Our CEO does not play a role in determining his own compensation, other than discussing his annual performance review with the Chairman of the Board and sharing his accomplishments and proposed objectives with the Compensation Committee.

The Compensation Committee consults with the CEO concerning the performance of other ~~executive officers~~NEOs and approves the compensation of such officers, taking into account recommendations of the CEO and input from the Board. Our CEO ~~General Counsel and Chief Administrative Officer,~~ and Chief People and Culture Officer assist the Compensation Committee in reaching compensation decisions regarding executives other than themselves. In addition, the CEO (with input from other senior executives) develops recommendations for the Committee’s approval regarding performance goals under our STI and LTI compensation programs. ~~Executive officers~~Executives do not play a role in determining their own compensation, other than discussing their annual performance reviews with their supervisors and, in the case of the CEO, making recommendations for the Committee’s approval regarding performance goals under our STI and LTI programs. The Committee reviews the recommendations and approves any changes as it determines in its sole discretion to be in the best interests of the Company and our shareholders.

OTHER EXECUTIVE COMPENSATION PRACTICES AND POLICIES

Compensation “Clawback” Policy and Restrictive Covenants

Our Board has adopted a “clawback” policy set forth in our Governance Guidelines which provides that the Board has the authority to seek reimbursement of performance-based or incentive compensation paid, vested, or awarded to the extent that payout was greater than the amount that would have been paid if calculated based on restated financial results. Mr. Jones’s Employment Agreement, the Executive Performance Plan, equity award agreements under the 2018 Plan, and the H&R Block Executive Severance Plan (“Executive Severance Plan”) each include a clawback provision consistent with the terms of the Board’s clawback policy. In addition, beginning in fiscal year 2020, award agreements provide that all unvested awards that would otherwise be subject to pro-rata or full vesting in the event of a termination will be forfeited by the executive if the Compensation Committee determines that the executive engaged in activities that would have been grounds for an involuntary termination for cause.

Our award agreements contain restrictive covenants, including non-competition and non-solicitation provisions, which, if violated, authorize the Company to cancel or rescind the award or seek reimbursement of value received by the individual, consistent with applicable law. In addition, the Executive Severance Plan provides that the Board may recover or require reimbursement of all severance, equity compensation awards (including profits from the sale of Company stock acquired pursuant to such awards), and other payments made to a participant under the Executive Severance Plan if the participant violates the provisions of any confidentiality, non-competition, non-solicitation, or similar agreement or policy.

Stock Ownership Guidelines

We believe that our ~~executive officers~~executives should have a significant financial stake in the ~~Company. To that end,~~Company, and the Company has adopted stock ownership guidelines that define ownership expectations for certain ~~executive officers~~executives covered under the guidelines. Covered executives are expected to attain and retain a level of qualifying ~~equity securities~~shares equal to a multiple of their annual base salaries. In determining whether a covered executive has met the applicable ownership requirement, we include shares owned by such executive directly or indirectly, ~~the after-tax value of vested stock option awards, and~~

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share equivalents the executive holds in the Company’s benefit plans, ~~(collectively, such shares, awards,~~ and ~~share equivalents,~~fifty percent of any unvested RSUs awarded under the Company’s long-term incentive plans (collectively, “Covered Shares”). Unvested ~~equity~~performance awards ~~regardless of the type of award,~~ are not included for purposes of determining compliance with the executive’s ownership requirement.

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Our stock ownership guidelines provide that, until a covered executive satisfies the applicable holding requirement, ~~he or she~~the executive is required to retain a specified percentage of any Covered Shares owned as of the date on which ~~he or she~~the executive becomes subject to the guidelines or acquired thereafter. The covered executives, required ownership levels, and retention percentages under our stock ownership guidelines are as follows:

Covered Executives	Ownership Requirement	Retention Percentage
~~Chief Executive Officer~~CEO	6x Base Salary	100%
Senior ~~Executive~~Leadership Team ~~as designated by the CEO~~⁽¹⁾	3x Base Salary	50%
Senior Vice Presidents	2x Base Salary	50%
Vice Presidents	1x Base Salary	N/A⁽¹⁾

(1)	~~Includes Messrs. Bowen and Gerke and Ms. Orosco.~~Vice Presidents do not have a specified required retention percentage, but are expected to retain shares to achieve their ownership requirement on the required timeline.

Before a covered executive satisfies the applicable ownership requirement, he or she will be subject to the retention requirements described above and may only sell or transfer Covered Shares in a manner that does not violate the applicable retention percentage requirement. AfterOnce the covered executive satisfies the applicable ownership requirement, ~~he or she will~~the executive is no longer be subject to the retention requirements, ~~and the stock ownership guidelines will no longer preclude a sale or transfer of any Covered Shares,~~ so long as such executive’s ownership of Covered Shares continues to exceed the applicable ownership requirement. Mr. Gerke has met the 3x Base Salary ownership requirement applicable to him in his role as General Counsel and Chief Administrative Officer. The other covered executives are progressing toward attaining their applicable ownership requirements.

The Compensation Committee annually reviews each covered executive’s progress toward meeting the stock ownership guidelines.

~~Accounting for Stock-Based Compensation~~

~~The Company recognizes stock-based compensation expense for~~ Each covered executive has five years from the ~~issuance of performance share units, market stock units, and restricted share units, as well as stock purchased under our employee stock purchase plan, pursuant~~first annual ownership assessment after becoming subject to ~~FASB Accounting Standards Codification Topic 718, “Stock Compensation.” Under this accounting methodology,~~ the ~~Company generally recognizes stock-based compensation expense on a straight-line basis over~~guidelines to achieve the respective ownership requirement. All covered executives are progressing toward attaining their applicable vesting periods. For assumptions used in determining these expenses, refer to Note 8 of the Company’s financial statements in the Company’s Annual Report on Form 10-K for the year ended April 30, 2020, as filed with the SEC.ownership requirements.

Prohibition on Derivatives Trading and Hedging and Pledging of Our Securities

Our Insider Trading Policy prohibits all directors and employees, including the NEOs, from trading in any puts, calls, covered calls, or other derivative products involving any Company securities. Additionally, our policy prohibits these individuals from engaging in any hedging transactions with respect to any Company securities, which includes the purchase of certain instruments (including “cashless collars,” forward sales contracts, equity swaps or any other similar instruments) designed to hedge, monetize, or offset any decrease in the market value of such securities. The policy also prohibits our employees and directors from pledging, or using as collateral, Company securities in order to secure personal loans or obligations, which includes a prohibition against holding shares of Company stock in a margin account.

~~Tax Considerations~~TERMINATION OF EMPLOYMENT, SEVERANCE, AND TRANSITION ARRANGEMENTS

~~As amended by the Tax Cuts and Jobs Act~~Termination of ~~2017 (the “Tax Legislation”),~~Employment Provisions in LTI Award Agreements

The award agreements for tax years beginning after December 31, 2017, Section 162(m) of the Internal Revenue Code denies us from taking a federal income tax deduction for annual individual compensation over $1 million paid to our Chief Executive Officer, Chief Financial Officer, and certain other current and former executive officers. Priorequity awards granted pursuant to the ~~enactment~~2018 Plan provide for vesting of certain awards outstanding for more than a year in the Tax Legislation, Section 162(m) included an exception to the $1 million limit for “performance-based” compensation that permitted qualifying compensation to be deductible even if it exceeded the $1 million limit. Our STI awards, stock options, performance share units, and market stock units granted to our NEOsevent of a termination of employment under certain circumstances. An executive’s termination of employment prior to ~~January 1, 2018 were intended to qualify for~~a vesting date will have the exception. However, as of January 1, 2018, compensation paid to our NEOs in any year in excess of $1 million is not deductible unless it qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017. Notwithstanding the elimination of the performance-based compensation exception under Section 162(m), the Compensation Committee believes that the primary objective of our compensation programs is to recruit, retain, and motivate highly talented executives and that a significant portion of our NEOs’ compensation should continue to be tied to the Company’s performance. Therefore, the changes to Section 162(m) have not significantly impacted the design of our compensation program to date.following impacts on unvested awards:

	PSUs	MSUs	RSUs
Voluntary Termination that is not a Retirement	Forfeit	Forfeit	Forfeit
Termination for Cause	Forfeit	Forfeit	Forfeit
Retirement⁽¹⁾⁽²⁾	Pro-Rata Vesting⁽³⁾	Pro-Rata Vesting⁽³⁾	Pro-Rata Vesting
Death or Disability⁽¹⁾	Full Vesting⁽³⁾	Full Vesting⁽³⁾	Full Vesting
Involuntary Termination without Cause⁽¹⁾	Pro-Rata Vesting⁽³⁾	Pro-Rata Vesting⁽³⁾	Forfeit

(1)	Event must occur more than one year following the grant date for pro-rata or full vesting; event within one year of the grant date results in forfeiture.

(2)

Mr. Gerke’s fiscal year 2020, 2021, and 2022 equity-based compensation awards provide that, upon his voluntary retirement at least one year after the grant date the entire equity awards will continue to vest on the stated vesting dates set forth in the applicable award agreement and with performance adjustments (if any) made under such agreement as if he remained employed through such stated vesting dates.

(3)	For performance-based awards, final vesting is determined based on attainment of applicable performance goals.

~~Compensation Discussion and Analysis~~ | ~~Compensation Philosophy and Benchmarking~~ | H&R Block, ~~2020~~Inc. | Notice of Annual Meeting of Shareholders and 2022 Proxy Statement 40

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Fiscal year 2023 PSU awards also provide for pro-rata vesting in the event of a Good Reason Termination (as defined in the Executive Severance Plan) more than one year after the grant date.

~~TERMINATION OF EMPLOYMENT, SEVERANCE, AND TRANSITION ARRANGEMENTS~~In addition, all award agreements provide that all unvested awards that would otherwise be subject to pro-rata or full vesting under the termination scenarios described above will be forfeited by the executive if the Compensation Committee determines that the executive engaged in activities that would have been grounds for an involuntary termination for cause while employed by the Company.

In the event of a change in control, the Compensation Committee may use its discretion to waive the performance goals that apply to performance-based awards. If it does, the units generally will vest based on the executive’s continued employment through the third anniversary of the grant date and the executive will be entitled to receive all or a pro-rata portion of the award in the event of a termination under certain circumstances in connection with or following the change in control. For RSUs, the executive will be entitled to receive full vesting in the event of a termination under certain circumstances (as set forth in the award agreement governing the grant) in connection with a change in control.

Severance Arrangements

In connection with the Company’s movement from executive employment agreements to standardized employment terms and arrangements, the Company adopted the H&R Block Executive Severance Plan (“Executive Severance Plan”). Messrs. Bowen and Gerke and Mses. Orosco and Logerwell are participants in the Executive Severance Plan. Under the terms of the Jones Agreement, which is described in more detail on page 47~~, Mr. Jones would only participate in the Executive Severance Plan if and to the extent that the benefits related to equity awards thereunder exceeded those contained in the Jones Agreement.~~

The Executive Severance Plan is intended to support a variety of objectives, including (i) standardization of severance policy among the senior officers, which ensures internal parity, simplifies internal administration, and mitigates negotiation at hire and termination, and (ii) the recruiting and retention of highly skilled executives by protecting them from the short-term economic consequences associated with unexpected termination of employment in the absence of cause. Based on advice from the Compensation Committee’s independent compensation consultant, we believe the benefits our NEOs would receive under various severance scenarios are ~~modest relative to~~aligned with the market ~~but~~and sufficient to support the above objectives.

~~In addition,~~Mr. Bowen and Mses. Orosco, Redler, and Logerwell are participants in ~~connection with~~the Executive Severance Plan. Mr. Gerke has retired, and so is no longer eligible for payments under the Executive Severance Plan. Under the terms of the Employment Agreement, Mr. Jones would only participate in the Executive Severance Plan if and to the extent that the benefits related to equity awards granted pursuant to the 2013 Plan and 2018 Plan, our current NEOs’ award agreements contain provisions providing for vesting of a pro-rated portion of performance share unit and market stock unit awards outstanding for more than a yearthereunder exceeded those contained in the event of involuntary termination without cause, subject to attaining certain performance thresholds. The vesting provisions of our outstanding award agreements are described in detail beginning on page 49 ~~below.~~Employment Agreement.

Change in Control Provisions

Change in control provisions for our NEOs are set forth in the Executive Severance Plan ~~discussed above and on page~~ 48, and the LTI ~~awards, discussed beginning on page~~ 49.award agreements. The Company provides these “change in control” benefits as a means to recruit and retain talented executives, who could have other job alternatives that may appear more attractive absent these benefits. In addition, by providing financial protection in the event that a transaction results in the loss of employment, the change in control program helps to ensure the independence and objectivity of our executives when reviewing potential transactions and that executives will remain focused during periods of uncertainty. All change in control payments under the Executive Severance Plan require both a change in control and the subsequent loss of employment by the NEO (a “double-trigger”).

Change in control provisions for Mr. Jones are set forth in the ~~Jones Agreement. Consistent with the Executive Severance Plan, the Jones~~Employment Agreement ~~does not provide for any gross-up payments to offset excise tax liabilities that result from change in control payments. All~~and change in control payments under the ~~Jones~~Employment Agreement include a double-trigger, as described above.

In addition, ~~in connection with~~the equity ~~awards granted pursuant to the 2013 Plan and 2018 Plan, our current NEOs have entered into~~ award agreements ~~with the Company that~~ contain provisions accelerating the vesting of equity awards upon certain changes in control and include a double-trigger, as described above. The Company uses this ~~“double-trigger”~~double-trigger equity acceleration policy to protect against the loss of retention power following a change in control and to avoid windfalls, both of which could occur if vesting accelerated automatically as a result of a transaction. ~~Equity acceleration following a change in control under the award agreements is discussed beginning on page~~ 49.

The Company has historically avoided the use of excise tax gross-up provisions relating to a change in control and associated “parachute payments” and has no such gross-up obligations in place with respect to any executive officers, including Mr. Jones. Consistent with the Company’s historical practice, in the future we intend to refrain from providing excise tax gross-up provisions relating to a change in control.

These change in control arrangements are not provided exclusively to the NEOs. A larger group of management employees is eligible to receive many of the change in control benefits described in this section.

~~Compensation Discussion and Analysis~~ | ~~Termination of Employment, Severance, and Transition Arrangements~~ | H&R Block, ~~2020~~Inc. | Notice of Annual Meeting of Shareholders and 2022 Proxy Statement 41

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COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis. Based on its review and discussion with management, the Committee approved the Compensation Discussion and Analysis and recommended to the Board of Directors that it be included in the Company’s ~~2020~~2022 Proxy Statement and the Company’s Annual Report on Form 10-K.

COMPENSATION COMMITTEE

Matthew E. Winter, Chair

Sean H. Cohan

Anuradha (Anu) Gupta

Richard A. Johnson
~~David Baker Lewis~~
~~Bruce C. Rohde~~

Yolande G. Piazza

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The following non-employee directors, each of whom is independent, served on the Compensation Committee of the Board of Directors during the fiscal year ended ~~April~~June 30, ~~2020:~~2022: Matthew E. Winter (Chair), Sean H. Cohan, Anuradha (Anu) Gupta, Richard A. Johnson, ~~David Baker Lewis,~~Yolande G. Piazza, and Bruce C. ~~Rohde.~~Rohde (until September 9, 2021). No director serving on the Compensation Committee during fiscal year ~~2020~~2022 (i) was or was formerly an officer or employee of the Company or any of its subsidiaries or (ii) had any relationships requiring disclosure in this proxy statement. None of our executive officers has served as a director or member of the Compensation Committee (or other committee serving an equivalent function) of any other entity whose executive officers served as a director or member of the Compensation Committee.

RISK ASSESSMENT IN COMPENSATION PROGRAMS

With the assistance of ~~FW Cook,~~its independent compensation consultant, the Compensation Committee has assessed its broad-based and executive compensation programs to determine if the programs’ provisions and operations create undesired or unintentional risk of a material nature. The risk assessment included two work streams – one focused on reviewing areas of enterprise risk and the other focused on identifying compensation design risk. The enterprise risk analysis examined the types and magnitudes of risks our business activities present to the Company. The compensation design risk analysis examined the potential risks in the design of our performance-based compensation arrangements. The Committee identified and assessed the risk profile of each performance-based compensation plan. InAs a part of this assessment, the Committee considered several features we have adopted to mitigate potential risks related to our compensation practices, including:

~~Placing greater emphasis on long-term equity incentives over short-term cash incentives;~~

~~Utilizing caps on potential payments of cash and equity compensation;~~

•▪	~~Our clawback policy, which is discussed beginning~~Utilizing caps on ~~page~~ 37; potential payments of cash and equity compensation;

Our Insider Trading Policy, which prohibits executives from hedging in the Company’s stock, pledging the Company’s stock, and engaging in transactions involving derivative products related to the Company’s stock;

•▪	Our ~~executive~~LTI vehicles are based on a balanced combination of corporate financial results and stock price performance, which, along with the payout caps and the holding requirement related to PSUs, limit the incentive to take excessive risks that may have a significant impact on the company;

▪	Our strong corporate governance policies, including prohibitions on hedging and pledging of Company stock, clawback polices, stock ownership guidelines, ~~which, among other things, require~~and a stand-alone post-vesting holding period of one year for 50% of gross PSUs earned; and

▪

The overall design of our ~~CEO~~compensation programs, including our focus on at-risk compensation that is directly tied to ~~own shares or share equivalents held in~~ the Company’s ~~benefit plans equal to six times his or her base salary,~~performance and utilization of a balanced mix of performance measures which ~~is discussed further~~avoid placing excessive weight on ~~page~~ 39~~; and~~a single performance measure.

The overall design of our compensation programs, including our focus on at-risk compensation that is directly tied to the Company’s performance and utilization of a balanced mix of performance measures which avoid placing excessive weight on a single performance measure.

As a result of our analysis, the Compensation Committee believes, and ~~FW Cook~~its independent compensation consultant concurs, that our compensation policies and practices do not create inappropriate or unintended material risks to the Company as a whole, and that, consequently, our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company.

~~Risk Assessment in Compensation Programs~~ | H&R Block, ~~2020~~Inc. | Notice of Annual Meeting of Shareholders and 2022 Proxy Statement 42

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EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth ~~for the fiscal year ended April 30, 2020~~ the compensation paid to or earned by the Company’s named executive ~~officers.~~officers for the fiscal year ended June 30, 2022 and the Transition Period for the two months ended June 30, 2021 (indicated below as “Transition Period” or “TP”).

Name and
Principal Position

Fiscal
Year⁽¹⁾

Salary
($)⁽²⁾

Bonus
($)

Stock
Awards
($)⁽³⁾

Option
Awards
($)

Non-Equity
Incentive Plan
Compensation
($)⁽⁴⁾

All Other
Compensation
($)⁽⁵⁾

Total
($)

Jeffrey J. Jones II,
President and Chief Executive Officer

2020

1,000,467

—

5,500,063

—

401,731

18,938

6,921,199

2019

997,734

—

5,500,027

—

1,317,131

689,128

8,504,020

2018

697,047

950,000

7,937,065

1,375,003

941,420

34,615

11,935,150

Tony G. Bowen,
Chief Financial Officer

2020

595,192

—

1,300,068

—

174,420

20,748

2,090,428

2019

539,973

—

1,000,051

—

465,960

14,489

2,020,473

2018

470,989

—

1,000,074

—

419,328

14,095

1,904,486

Thomas A. Gerke,
General Counsel and Chief Administrative Officer

2020

603,297

—

1,100,038

—

155,040

19,311

1,877,686

2019

601,648

—

1,100,043

—

508,320

14,689

2,224,700

2018

773,846

—

2,500,004

—

982,800

13,248

4,269,898

Karen A. Orosco,
Senior Vice President, U.S. Retail⁽⁶⁾

2020

540,865

—

1,100,038

—

159,885

20,344

1,821,132

2019

461,470

—

900,035

—

402,420

14,304

1,778,229

Kellie J. Logerwell,
Vice President and Chief Accounting Officer

2020

259,808

—

250,069

—

41,990

16,136

568,003

2019

249,038

—

250,044

—

132,375

12,531

643,988

2018

239,468

—

250,059

—

117,936

12,284

619,747

Name and Principal Position	Fiscal Year	Salary ($)⁽¹⁾	Bonus ($)	Stock Awards ($)⁽²⁾	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)⁽³⁾	All Other Compensation ($)⁽⁴⁾	Total ($)
Jeffrey J. Jones II, President and CEO	2022	997,734	—	6,416,674	—	3,483,863	141,912	11,040,183
	TP	166,745	—	—	—	—	24,473	191,218
	2021	997,734	—	5,500,021	—	2,304,669	106,112	8,908,536
	2020	1,000,467	—	5,500,063	—	401,731	18,938	6,921,199
Tony G. Bowen, Chief Financial Officer	2022	618,561	—	1,866,715	—	1,298,308	18,333	3,801,917
	TP	100,549	—	—	—	—	4,504	105,053
	2021	601,649	—	1,300,036	—	1,000,620	16,896	2,919,201
	2020	595,192	—	1,300,068	—	174,420	20,748	2,090,428
Karen A. Orosco, President, Global Consumer Tax and Service Delivery	2022	601,649	—	1,516,688	—	1,260,493	18,231	3,397,061
	TP	100,357	—	—	—	—	4,918	105,275
	2021	551,511	—	1,100,018	—	917,235	16,416	2,585,180
	2020	540,865	—	1,100,038	—	159,885	20,344	1,821,132
Dara S. Redler, Chief Legal Officer⁽⁵⁾	2022	229,396	225,000	475,020	—	406,849	7,912	1,344,177
Dara S. Redler, Chief Legal Officer⁽⁵⁾	TP	—	—	—	—	—	—	—
Kellie J. Logerwell, Vice President and Chief Accounting Officer	2022	270,110	—	303,369	—	315,123	17,678	906,280
	TP	43,571	—	—	—	—	2,211	45,782
	2021	260,714	—	250,022	—	240,890	15,856	767,482
	2020	259,808	—	250,069	—	41,990	16,136	568,003
Thomas A. Gerke, Retired General Counsel and Chief Administrative Officer⁽⁶⁾	2022	438,660	—	1,283,372	—	1,120,438	8,506	2,850,976
	TP	100,549	—	—	—	—	4,115	104,664
	2021	601,649	—	1,100,018	—	889,440	14,467	2,605,574
	2020	603,297	—	1,100,038	—	155,040	19,311	1,877,686

(1)	~~Compensation for fiscal year 2018 is included for only those NEOs who were also NEOs of the Company for such fiscal year.~~

⁽²⁾

The amounts shown represent base salary amounts accrued by the Company related to the applicable ~~fiscal year,~~period, rather than amounts actually paid to the ~~executives, and fiscal year 2020 contained one additional day due to the leap year.~~executives. In addition, any base salary changes take effect following Compensation Committee approval, ~~in June.~~which generally occurs after the start of the fiscal year. Therefore, these numbers vary somewhat from the annual base salaries disclosed ~~on page~~ 25.in the Compensation Discussion and Analysis. Each of the NEOs contributed a portion of his or her fiscal year ~~2020~~2022 salary and Transition Period salary to the Company’s 401(k) savings plan, the H&R Block Retirement Savings Plan (“RSP”).

⁽³⁾(2)

This column represents the grant date fair value under ASC 718 for performance share units ~~market stock units,~~ and restricted share units granted during fiscal year ~~2020,~~2022, as well as equity awards in prior fiscal years (as applicable). This column does not include restricted share units granted in fiscal year 2020 that were awarded for payouts achieved over target under the Company’s fiscal year 2019 STI compensation program, as these amounts were previously reported in the Non-Equity Incentive Plan Compensation column for fiscal year 2019, the year in which the awards were earned. Grants in fiscal year 2018 were made pursuant to the 2013 Plan, and grants made in fiscal years 2019 and 2020 were made pursuant to the 2018 Plan. The grant date fair value of these awards is computed in accordance with ASC 718 utilizing assumptions discussed in Note 8 “Stock-Based Compensation” to the Company’s consolidated financial statements in the Form 10-K for the year ended ~~April~~June 30, ~~2020,~~2022, as filed with the SEC. These amounts reflect an accounting expense and do not correspond to the actual value that may be realized by the NEOs. To account for the fiscal year end change and to compensate our NEOs for the Transition Period, the Compensation Committee applied a 14/12 proration to the executives’ individual fiscal year 2022 LTI target award opportunities. Grants were made pursuant to the 2018 Plan. For each applicable NEO, the values attributable to fiscal year 2022 and the Transition Period, respectively, are as follows: Mr. Jones: fiscal year 2022 – $5,500,000, Transition Period – $916,674; Mr. Bowen: fiscal year 2022 – $1,600,000, Transition Period – $266,715; Ms. Orosco: fiscal year 2022 – $1,300,000, Transition Period – $216,688; Ms. Logerwell: fiscal year 2022 – $260,000, Transition Period – $43,369; and Mr. Gerke: fiscal year 2022 – $1,100,000, Transition Period – $183,372.

⁽⁴⁾(3)

This column represents amounts awarded and earned under the Company’s STI compensation program, as discussed beginning on page 0. To account for the fiscal year end change and to compensate our NEOs for the Transition Period, the Compensation Committee applied a 14/12 proration to the executives’ individual fiscal year 2022 STI target award opportunities. For each applicable NEO, the values attributable to fiscal year 2022 and the Transition Period, respectively, are as follows: Mr. Jones: fiscal year 2022 – $2,985,000, Transition Period – $498,863; Mr. Bowen: fiscal year 2022 – $1,112,400, Transition Period – $185,908; Ms. Orosco: fiscal year 2022 – $1,080,000, Transition Period – $180,493; Ms. Logerwell: fiscal year 2022 – $270,000, Transition Period – $45,123; and Mr. Gerke: fiscal year 2022 – $960,000, Transition Period – $160,438.

H&R Block, Inc. | Notice of Annual Meeting of Shareholders and 2022 Proxy Statement 26.

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⁽⁵⁾(4)

In valuing personal benefits, we use the incremental cost to the Company of the benefit. For fiscal year ~~2020,~~2022 and the Transition Period, these figures include the following: ~~(i) the Company’s matching contributions under the RSP of $17,250 (Mr. Jones), $17,923 (Mr. Bowen), $17,231 (Mr. Gerke), $18,000 (Ms. Orosco), and $14,519 (Ms. Logerwell); (ii)~~

Name	Fiscal Year	RSP Contribution Matching ($)	Group Life Insurance ($)^(a)	Personal Usage of Private Aircraft ($)^(b)	H&R Block Foundation Matching Contribution ($)^(c)	Holiday Gift ($)^(d)	Total ($)
Mr. Jones	2022	15,250	1,688	119,324	5,000	651	141,912
Mr. Jones	TP	—	270	24,203	—	—	24,473
Mr. Bowen	2022	15,250	2,430	—	—	652	18,333
Mr. Bowen	TP	4,115	389	—	—	—	4,504
Ms. Orosco	2022	15,625	1,949	—	—	657	18,231
Ms. Orosco	TP	4,606	312	—	—	—	4,918
Ms. Redler	2022	6,731	1,181	—	—	—	7,912
Ms. Redler	TP	—	—	—	—	—	—
Ms. Logerwell	2022	15,789	1,365	—	—	524	17,678
Ms. Logerwell	TP	2,000	211	—	—	—	2,211
Mr. Gerke	2022	7,708	146	—	—	652	8,506
Mr. Gerke	TP	4,115	—	—	—	—	4,115

(a)

Represents the economic value of the death benefit provided by the Company’s group life insurance ~~program of $1,688 (Mr. Jones), $2,430 (Mr. Bowen), $1,685 (Mr. Gerke), $1,949 (Ms. Orosco), and $1,306 (Ms. Logerwell) (the~~program. The imputed income reported represents the portion of the premium paid by the Company that is attributable to term life insurance coverage for the executive officer; the program provides only an insurance benefit with no cash compensation element to the executive ~~officer); and (iii)~~ officer.

(b)~~de minimis~~ ~~holiday gifts from the Company. The Company did not make any payments on behalf of any of our NEOs for~~

Represents the incremental cost ofto the Company related to Mr. Jones’s personal use of the Company’s fractional share of a private ~~aircraft; Messrs. Jones and Bowen’s family members or guests accompanied them on certain business flights at no incremental cost to the Company~~aircraft (incremental cost includes variable costs incurred as a result of personal flight activity, such as hourly charges for each flight, fuel charges, and miscellaneous fees; it excludes non-variable costs, such as the Company’s monthly management fee and insurance fees). Mr. Jones’s family members or guests accompanied him on certain flights at no incremental cost to the Company.

(c)	Represents the H&R Block Foundation matching amount on behalf of Mr. Jones with respect to his individual contributions to 501(c)(3) organizations. See “Director Compensation” above.

(d)	Represents de minimis holiday gifts from the Company.

⁽⁶⁾(5)

Ms. ~~Orosco was appointed~~Redler joined the Company as Chief Legal Officer effective January 17, 2022.

(6)

Mr. Gerke retired as General Counsel and Chief Administrative Officer effective January 17, 2022. After his retirement as General Counsel and Chief Administrative Officer, he continued as an ~~executive officer~~employee of the Company ~~effective May 1, 2018.~~at a reduced base salary to assist with the transition to the Company’s new Chief Legal Officer, and he has now retired from the Company.

~~Executive Compensation~~ | ~~Summary Compensation Table~~ | H&R Block, ~~2020~~Inc. | Notice of Annual Meeting of Shareholders and 2022 Proxy Statement 43

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GRANTS OF PLAN-BASED AWARDS TABLE

The following table provides information about non-equity incentive plan awards, equity incentive plan awards, and stock awards granted to our NEOs during the fiscal year ended ~~April~~June 30, ~~2020. The compensation plans under which~~2022 and the ~~grants in the following table were made are described on pages~~ 26 ~~through~~ 36 ~~of this proxy statement.~~Transition Period.

			Estimated Future Payouts Under Non-Equity Incentive Plan Awards			Estimated Future Payouts Under Equity Incentive Plan Awards										Estimated Future Payouts Under Non-Equity Incentive Plan Awards			Estimated Future Payouts Under Equity Incentive Plan Awards
Name of Executive	Grant Date	Approval Date	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)	All Other Stock Awards: Number of Shares of Stock or Units (#)⁽¹⁾	All Other Option Awards: Number of Securities Underlying Options (#)	Exercise or Base Price of Option Awards ($/Sh)	Grant Date Fair Value of Stock and Option Awards($)⁽²⁾	Name of Executive	Grant Date	Approval Date	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)	All Other Stock Awards: Number of Shares of Stock or Units (#)	All Other Option Awards: Number of Securities Underlying Options (#)	Exercise or Base Price of Option Awards ($/Sh)	Grant Date Fair Value of Stock and Option Awards ($)⁽¹⁾
Jones													Jones
- STI Award⁽³⁾	—	—	310,938	1,243,750	2,487,500	—	—	—	—	—	—	—	- STI Award⁽²⁾	—	—	870,966	1,741,932	3,483,863	—	—	—	—	—	—	—
- LTI Award⁽²⁾	6/30/19	6/20/19	—	—	—	—	47,813	95,626	40,048	—	—	2,823,433	- LTI Award⁽¹⁾	8/31/21	6/25/21	—	—	—	—	—	—	87,557	—	—	2,245,837
- LTI Award⁽²⁾	6/30/19	6/20/19	—	—	—	—	90,730	181,460	—	—	—	2,750,026	- LTI Award⁽¹⁾	8/31/21	6/25/21	—	—	—	—	154,076	308,152	—	—	—	4,170,837
Bowen													Bowen
- STI Award⁽³⁾	—	—	135,000	540,000	1,080,000	—	—	—	—	—	—	—	- STI Award⁽²⁾	—	—	324,577	649,154	1,298,308	—	—	—	—	—	—	—
- LTI Award⁽²⁾	6/30/19	6/20/19	—	—	—	—	11,302	22,604	9,761	—	—	676,029	- LTI Award⁽¹⁾	8/31/21	6/25/21	—	—	—	—	—	—	25,472	—	—	653,357
- LTI Award⁽²⁾	6/30/19	6/20/19	—	—	—	—	21,446	42,892	—	—	—	650,028	- LTI Award⁽¹⁾	8/31/21	6/25/21	—	—	—	—	44,823	89,646	—	—	—	1,213,359
Gerke													Orosco
- STI Award⁽³⁾	—	—	120,000	480,000	960,000	—	—	—	—	—	—	—	- STI Award⁽²⁾	—	—	315,123	630,247	1,260,493	—	—	—	—	—	—	—
- LTI Award⁽²⁾	6/30/19	6/20/19	—	—	—	—	9,563	19,126	8,476	—	—	578,366	- LTI Award⁽¹⁾	8/31/21	6/25/21	—	—	—	—	—	—	20,696	—	—	530,852
- LTI Award⁽²⁾	6/30/19	6/20/19	—	—	—	—	18,146	36,292	—	—	—	550,005	- LTI Award⁽¹⁾	8/31/21	6/25/21	—	—	—	—	36,418	72,836	—	—	—	985,835
Orosco													Redler⁽³⁾
- STI Award⁽³⁾	—	—	123,750	495,000	990,000	—	—	—	—	—	—	—	- STI Award⁽²⁾	—	—	101,712	203,425	406,849	—	—	—	—	—	—	—
- LTI Award⁽²⁾	6/30/19	6/20/19	—	—	—	—	9,563	19,126	8,275	—	—	572,477	- LTI Award⁽¹⁾	2/1/22	12/15/21	—	—	—	—	—	—	20,475	—	—	475,020
- LTI Award⁽²⁾	6/30/19	6/20/19	—	—	—	—	18,146	36,292	—	—	—	550,005	Logerwell
Logerwell													- STI Award⁽²⁾	—	—	78,781	157,562	315,123	—	—	—	—	—	—	—
- STI Award⁽³⁾	—	—	32,500	130,000	260,000	—	—	—	—	—	—	—	- LTI Award⁽¹⁾	8/31/21	6/25/21	—	—	—	—	—	—	4,140	—	—	106,191
- LTI Award⁽²⁾	6/30/19	6/20/19	—	—	—	—	2,174	4,348	1,959	—	—	132,423	- LTI Award⁽¹⁾	8/31/21	6/25/21	—	—	—	—	7,284	14,568	—	—	—	197,178
- LTI Award⁽²⁾	6/30/19	6/20/19	—	—	—	—	4,125	8,250	—	—	—	125,029	Gerke
													- STI Award⁽²	—	—	280,110	560,219	1,120,438	—	—	—	—	—	—	—
													- LTI Award⁽¹⁾	8/31/21	6/25/21	—	—	—	—	—	—	17,512	—	—	449,183
													- LTI Award⁽¹⁾	8/31/21	6/25/21	—	—	—	—	30,816	61,632	—	—	—	834,189

(1)

Includes restricted share units granted in fiscal year 2020, both the annual fiscal year 2020 LTI award as well as restricted share units that were awarded for payouts achieved over target under the Company’s fiscal year 2019 STI compensation program, which were previously reported in the Summary Compensation Table for fiscal year 2019, the year in which the awards were earned.

⁽²⁾

Amounts represent awards made under the Company’s LTI compensation program and granted pursuant to the 2018 Plan. Amounts reflect prorated target and maximum levels for fiscal year 2022 awards to account for the Transition Period. No separate awards were granted for the Transition Period. Dollar values represent the accounting grant date fair value of performance share ~~units, market stock~~ units and restricted share units under ASC 718. The grant date fair value of these awards is computed in accordance with ASC 718 utilizing assumptions discussed in Note 8 “Stock-Based Compensation” to the Company’s consolidated financial statements in the Form 10-K for the year ended ~~April~~June 30, ~~2020,~~2022, as filed with the SEC. The dollar values reflect an accounting expense and do not correspond to the actual value that may be realized by the NEOs. ~~See beginning on page~~ 30 ~~for a discussion of the terms of the fiscal year 2020 LTI awards.~~

⁽³⁾(2)

Amounts represent the potential value of the payouts under the Company’s STI compensation program. Amounts reflect prorated threshold, target, and maximum levels for fiscal year 2022 awards to account for the Transition Period. No separate awards were granted for the Transition Period. Actual fiscal year ~~2020~~2022 STI payout amounts are included in the Summary Compensation ~~Table~~Table.

(3)

Ms. Redler started as Chief Legal Officer on ~~page~~ 43~~. See beginning on page~~ 26January 17, 2022. She received a pro-rated STI award for ~~a discussion of the terms of the~~ fiscal year ~~2020 STI awards.~~2022 and a sign-on LTI award, but did not receive the standard, annual LTI award in fiscal year 2022.

~~Executive Compensation~~ | ~~Grants of Plan-Based Awards Table~~ | H&R Block, ~~2020~~Inc. | Notice of Annual Meeting of Shareholders and 2022 Proxy Statement 44

TABLE OF CONTENTS

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

The following table summarizes the equity awards made to our NEOs outstanding as of ~~April~~June 30, ~~2020.~~2022.

		Option Awards					Stock Awards							Option Awards						Stock Awards
Name of Executive	Grant Date	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable⁽¹⁾	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)⁽²⁾	Market Value of Shares or Units of Stock That Have Not Vested ($)⁽³⁾	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)⁽⁴⁾	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)⁽³⁾	Name of Executive	Grant Date	Vesting Date	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)⁽¹⁾	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)⁽²⁾	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)⁽¹⁾
Jones	8/21/17	—	—	—	—	—	—	—	111,370	1,854,316	Jones	6/30/20	6/30/23	—	—		—	—	—	—	—	314,194	11,097,337
	8/21/17	—	—	—	—	—	61,255	1,019,895	—	—		6/30/20	6/30/23⁽³⁾	—	—		—	—	—	27,993	988,702	—	—
	6/30/18	—	—	—	—	—	—	—	197,084	3,281,450		8/31/21	8/31/24	—	—		—	—	—	—	—	159,092	5,619,138
	6/30/18	—	—	—	—	—	34,671	577,264	—	—		8/31/21	8/31/24⁽⁴⁾	—	—		—	—	—	90,407	3,193,196	—	—
	6/30/19	—	—	—	—	—	—	—	143,671	2,392,126		8/21/17	—	273,905	—		—	$29.73	8/21/27	—	—	—	—
	6/30/19	—	—	—	—	—	41,530	691,481	—	—	Bowen	6/30/20	6/30/23	—	—		—	—	—	—	—	74,266	2,623,062
	8/21/17	182,603	91,302	—	$29.73	8/21/27	—	—	—	—		6/30/20	6/30/23⁽³⁾	—	—		—	—	—	6,618	233,725	—	—
Bowen	6/30/17	—	—	—	—	—	—	—	27,297	454,492		8/31/21	8/31/24	—	—		—	—	—	—	—	46,282	1,634,691
	6/30/17	—	—	—	—	—	2,414	40,197	—	—		8/31/21	8/31/24⁽⁴⁾	—	—		—	—	—	26,301	928,962	—	—
	6/30/18	—	—	—	—	—	—	—	35,835	596,655	Orosco	6/30/20	6/30/23	—	—		—	—	—	—	—	62,839	2,219,475
	6/30/18	—	—	—	—	—	6,305	104,979	—	—		6/30/20	6/30/23⁽³⁾	—	—		—	—	—	5,599	197,759	—	—
	6/30/19	—	—	—	—	—	—	—	33,960	565,437		8/31/21	8/31/24	—	—		—	—	—	—	—	37,604	1,328,161
	6/30/19	—	—	—	—	—	10,122	168,536	—	—		8/31/21	8/31/24⁽⁴⁾	—	—	��	—	—	—	21,370	754,781	—	—
Gerke	6/30/17	—	—	—	—	—	—	—	68,238	1,136,156	Redler	2/1/22	2/1/25⁽⁵⁾	—	—		—	—	—	20,691	730,792	—	—
	6/30/17	—	—	—	—	—	6,029	100,383	—	—
	6/30/18	—	—	—	—	—	—	—	39,418	656,311	Logerwell	6/30/20	6/30/23	—	—		—	—	—	—	—	14,283	504,454
	6/30/18	—	—	—	—	—	6,935	115,474	—	—		6/30/20	6/30/23⁽³⁾	—	—		—	—	—	1,274	44,981	—	—
	6/30/19	—	—	—	—	—	—	—	28,735	478,432		8/31/21	8/31/24	—	—		—	—	—	—	—	7,521	265,647
	6/30/19	—	—	—	—	—	8,790	146,349	—	—		8/31/21	8/31/24⁽⁴⁾	—	—		—	—	—	4,274	150,986	—	—
	2/1/12	104,734	—	—	$17.00	2/1/22	—	—	—	—	Gerke	6/30/20	6/30/23	—	—		—	—	—	—	—	62,839	2,219,475
Orosco	6/30/17	—	—	—	—	—	—	—	21,838	363,594		6/30/20	6/30/23⁽³⁾	—	—		—	—	—	5,599	197,759	—	—
	6/30/17	—	—	—	—	—	1,930	32,140	—	—		8/31/21	8/31/24	—	—		—	—	—	—	—	31,819	1,123,857
	6/30/18	—	—	—	—	—	—	—	32,251	536,980		8/31/21	8/31/24⁽⁴⁾	—	—		—	—	—	18,082	638,661	—	—
	6/30/18	—	—	—	—	—	5,676	94,502	—	—
	6/30/19	—	—	—	—	—	—	—	28,735	478,432
	6/30/19	—	—	—	—	—	8,581	142,879	—	—
Logerwell	6/30/17	—	—	—	—	—	—	—	6,825	113,642
	6/30/17	—	—	—	—	—	604	10,059	—	—
	6/30/18	—	—	—	—	—	—	—	8,960	149,186
	6/30/18	—	—	—	—	—	1,578	26,271	—	—
	6/30/19	—	—	—	—	—	—	—	6,532	108,760
	6/30/19	—	—	—	—	—	2,032	33,825	—	—

⁽¹⁾	~~Mr. Jones’s unvested stock options vest on August 21, 2020.~~

⁽²⁾

Unvested restricted share units of the Company’s common stock vest as follows: Mr. Jones – 38,933 restricted share units vest in one-third increments on June 30, 2020, June 30, 2021, and June 30, 2022; 2,598 restricted share units vest in two equal increments on June 30, 2020 and June 30, 2021; 34,671 restricted share units vest in two equal increments on June 30, 2020 and June 30, 2021; 9,558 restricted share units vest on June 30, 2020; 51,697 restricted share units vest on August 21, 2020; Mr. Bowen – 9,202 restricted share units vest in one-third increments on June 30, 2020, June 30, 2021, and June 30, 2022; 920 restricted share units vest in two equal increments on June 30, 2020 and June 30, 2021; 6,305 restricted share units vest in two equal increments on June 30, 2020 and June 30, 2021; 2,414 restricted share units vest on June 30, 2020; Mr. Gerke – 7,787 restricted share units vest in one-third increments on June 30, 2020, June 30, 2021, and June 30, 2022; 1,003 restricted share units vest in two equal increments on June 30, 2020 and June 30, 2021; 6,935 restricted share units vest in two equal increments on June 30, 2020 and June 30, 2021; 6,029 restricted share units vest on June 30, 2020; Ms. Orosco – 7,787 restricted share units vest in one-third increments on June 30, 2020, June 30, 2021, and June 30, 2022; 794 restricted share units vest in two equal increments on June 30, 2020 and June 20, 2021; 5,676 restricted share units vest in two equal increments on June 30, 2020 and June 30, 2021; 1,930 restricted share units vest on June 30, 2020; Ms. Logerwell – 1,770 restricted share units vest in one-third increments on June 30, 2020, June 30, 2021, and June 30, 2022; 261 restricted share units vest in two equal increments on June 30, 2020 and June 30, 2021; 1,578 restricted share units vest in two equal increments on June 30, 2020 and June 30, 2021; 604 restricted share units vest on June 30, 2020.

⁽³⁾	Market value was determined using the closing price of the Company’s common stock of ~~$16.65,~~$35.32, which was the closing price as reported on the NYSE on ~~April~~June 30, ~~2020.~~2022.

⁽⁴⁾(2)

~~Unvested target performance share units~~Represents PSUs and market stock units (including dividend equivalents accumulated as of April 30, 2020) vest as follows: Mr. Jones – 94,088 performance share units and 49,583 market stock units cliff vest on June 30, 2022; 129,724 performance share units and 67,360 market stock units cliff vest on June 30, 2021; 71,447 performance share units and 39,924 market stock units cliff vest on June 30, 2020; Mr. Bowen – 22,240 performance share units and 11,720 market stock units cliff vest on June 30, 2022; 23,587 performance share units and 12,248 market stock units cliff vest on June 30, 2021; 17,766 performance share units and 9,530 market stock units cliff vest on June 30, 2020; Mr. Gerke – 18,818 performance share units and 9,917 market stock units cliff vest on June 30, 2022; 25,946 performance share units and 13,473 market stock units cliff vest on June 30, 2021; 44,414 performance share units and 23,824 market stock units cliff vest on June 30, 2020; Ms. Orosco – 18,818 performance share units and 9,917 market stock units cliff vest on June 30, 2022; 21,228 performance share units and 11,024 market stock units cliff vest on June 30, 2021; 14,213 performance share units and 7,625 market stock units cliff vest on June 30, 2020; Ms. Logerwell – 4,278 performance share units and 2,254 market stock units cliff vest on June 30, 2022; 5,897 performance share units and 3,063 market stock units cliff vest on June 30, 2021; 4,442 performance share units and 2,383 market stock units cliff vest on June 30, 2020.MSUs. Actual shares delivered under these awards are subject to performance conditions and therefore may vary from the target units reported here.

(3)	These RSUs vest on 6/30/23.

(4)	These RSUs vest in one-third increments on 8/31/22, 8/31/23, and 8/31/24.

(5)	These RSUs vest in one-third increments on 2/1/23, 2/1/24, and 2/1/25.

~~Executive Compensation~~ | ~~Outstanding Equity Awards at Fiscal Year-End Table~~ | H&R Block, ~~2020~~Inc. | Notice of Annual Meeting of Shareholders and 2022 Proxy Statement 45

TABLE OF CONTENTS

OPTION EXERCISES AND STOCK VESTED TABLE

The following table summarizes the value realized by the NEOs upon option award exercises and stock award vesting during the fiscal year ended ~~April~~June 30, ~~2020.~~2022 and the Transition Period.

Option Awards

Stock Awards

Name of Executive

Number of Shares
Acquired on Exercise (#)

Value Realized on
Exercise ($)

Number of Shares
Acquired on Vesting (#)⁽¹⁾

Value Realized on
Vesting ($)

Jones

—

—

26,809

818,173

Bowen

—

—

35,662

1,159,874

Gerke

—

—

45,985

1,493,763

Orosco

—

—

24,746

803,094

Logerwell

—

—

8,066

262,141

	Option Awards		Stock Awards
Name of Executive	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)	Number of Shares Acquired on Vesting (#)⁽¹⁾	Value Realized on Vesting ($)
Jones	—	—	520,918	15,353,944
Bowen	—	—	111,587	3,358,228
Gerke	104,734	908,213	104,454	3,077,202
Orosco	—	—	96,531	2,891,167
Logerwell	—	—	23,765	700,041

(1)

Amounts in this column reflect restricted share units that vested during the Transition Period and fiscal year ended ~~April~~June 30, ~~2020~~2022 (including dividend equivalents accumulated as the date of vesting) and fiscal year ~~2017 performance share units~~2019 PSUs and ~~market stock units~~MSUs that vested as of June 30, ~~2019~~2021 and were distributed in July ~~2019~~2021 (including dividend equivalents accumulated as of the date of vesting). ~~These amounts do not include~~The amount reported also includes shares acquired pursuant to the vesting of the fiscal year ~~2018 performance share units~~2020 PSUs and ~~market stock units~~MSUs on June 30, ~~2020,~~2022, which were distributed in ~~July 2020~~August 2022 following Compensation Committee certification of the performance and approval of the ~~payouts (as described above under “Vesting and Performance-based Payouts of Fiscal Year 2018 Performance Share Units and Market Stock Units” beginning on page~~ 34).

payouts.

NONQUALIFIED DEFERRED COMPENSATION ~~TABLE~~

~~The following table summarizes our NEOs’ compensation under the H&R Block, Inc. Deferred Compensation Plan for Executives during fiscal year 2020.~~

Name of Executive

Executive
Contributions in Last
FY ($)

Registrant
Contributions in Last
FY ($)

Aggregate Earnings
(Loss) in Last FY ($)⁽¹⁾

Aggregate
Withdrawals/
Distributions ($)

Aggregate Balance at
Last FYE ($)⁽²⁾

Jones

127,437

132,603

(6,276)

—

255,018

Bowen

—

—

—

—

—

Gerke

—

—

—

—

—

Orosco

—

—

—

—

—

Logerwell

—

—

—

—

—

~~(1)~~

~~The amounts in this column are not included in the Summary Compensation Table because they are not above-market or preferential earnings on deferred compensation.~~

⁽²⁾	~~Amounts in this column include NEO contributions previously reflected in Summary Compensation Tables included in the Company’s proxy statements for prior fiscal years and any earnings thereon.~~

~~H&R BLOCK DEFERRED COMPENSATION PLAN FOR EXECUTIVES~~

The Company provides the H&R Block, Inc. Deferred Compensation Plan for Executives, a nonqualified plan (the “DC Plan”), to employees who meet certain eligibility requirements. The DC Plan is intended to pay, out of the general assets of the Company, an amount substantially equal to the deferrals and Company contributions, adjusted for any earnings or losses. The Company does not provide any matching contributions for this plan.

Participants can elect to defer from 0% to 100% of eligible base salary and eligible commissions and up to 100% of annual bonus on a pre-tax basis. The DC Plan offers various investment options (which mirror the options available under the Company’s 401(k) plan) to ~~participants, including a fixed rate option and Company stock.~~participants. Participant deferrals are credited to a bookkeeping account that is administered by Fidelity Investments. Earnings are credited to each participant’s account based on the investment options selected by such participant. Participants may change or reallocate their investments at any time.

Participants can elect to receive in-service payments or lump-sum or monthly payments over one to 15 years following termination from service or disability. To ensure compliance with IRC Section 409A, the DC Plan provides that the payments following termination shall not be made ~~before a date that is~~earlier than six months after the termination date. Amounts deferred under the DC Plan by NEOs, if any, are included in the appropriate column of the Summary Compensation Table.

The following table summarizes our NEOs’ compensation under the DC Plan for Executives during fiscal year 2022 and the Transition Period.

Name of Executive	Executive Contributions in Last FY ($)	Registrant Contributions in Last FY ($)	Aggregate Earnings (Loss) in Last FY ($)⁽¹⁾	Aggregate Withdrawals/ Distributions ($)	Aggregate Balance at Last FYE ($)⁽²⁾
Jones	408,711	57,404	(70,859)	—	395,256
Bowen	—	—	—	—	—
Orosco	—	—	—	—	—
Redler	—	—	—	—	—
Logerwell	—	—	—	—	—
Gerke	—	—	—	—	—

(1)	The amounts in this column are not included in the Summary Compensation Table because they are not above-market or preferential earnings on deferred compensation.

(2)	Amounts in this column include NEO contributions previously reflected in Summary Compensation Tables included in the Company’s proxy statements for prior fiscal years and any earnings thereon.

~~Executive Compensation~~ | H&R Block, ~~Deferred Compensation Plan for Executives~~ Inc. | ~~H&R Block 2020~~Notice of Annual Meeting of Shareholders and 2022 Proxy Statement 46

TABLE OF CONTENTS

EMPLOYMENT AGREEMENTS, CHANGE IN CONTROL AND OTHER ARRANGEMENTS

Jeffrey J. Jones II Employment Agreement

~~Jeffrey J.~~The Company and Mr. Jones II entered into the ~~Jones~~Employment Agreement in ~~August 2017. The Jones Agreement provides the following terms for~~November 2021, which replaced Mr. Jones’s ~~service as President and Chief Executive Officer of the Company:~~prior employment agreement entered into in August 2017.

Compensation. The ~~Jones~~Employment Agreement provides for: ~~an initial~~a base salary of ~~$995,000; participation in the Company’s STI compensation plan with~~$995,000, a target ~~incentive~~STI award equal to ~~125%~~150% of base ~~salary;~~salary beginning in fiscal year 2022, and ~~sign-on awards of cash and equity (the “Inducement Awards”). Mr. Jones was also entitled~~a target LTI award equal to ~~reimbursement of expenses~~$6.2 million beginning in ~~relocating his family to Kansas City as provided under the Company’s executive relocation policy.~~fiscal year 2023.

Term. Unless earlier terminated, the ~~Jones~~Employment Agreement expires on ~~August 21, 2022.~~November 4, 2026.

Restrictive Covenants. The ~~Jones~~Employment Agreement imposes restrictive covenants on Mr. Jones, which ~~include:~~include non-hire, non-solicitation, non-competition, and non-disparagement during the term and for two years following his last day of employment, and non-disclosure of proprietary information during the term and thereafter in perpetuity.

Severance Benefits. ~~Under the Jones Agreement, in~~In the event of a termination by the Company other than for Cause or by Mr. Jones for Good Reason, subject to his execution of a release, Mr. Jones is entitled to a lump-sum payment equal to two times his base salary and his target bonus; an amount equal to the COBRA premium for 1824 months following termination; and a pro-rata bonus for the year of termination based on actual Company and individual performance for the applicable fiscal ~~year; and full and immediate vesting of the Inducement Awards.~~year.

If Mr. Jones’s employment is terminated within 24 months following a Change in Control or within 120 days prior to a transaction that constitutes a “change in control” under IRC Section 409A by the Company other than for Cause or by Mr. Jones for Good Reason, Mr. Jones is entitled to a lump-sum payment equal to two times his base salary and his target bonus; an amount equal to the COBRA premium for 1824 months following termination; ~~an additional lump sum payment equal to his base salary plus six times the monthly COBRA premium;~~and a pro-rata bonus for the year of termination based on target ~~performance; and full and immediate vesting of the Inducement Awards.~~performance.

Death or Disability. ~~Under the Jones Agreement, in~~In the event of Mr. Jones’s death or disability, he or his representatives are entitled to a pro-rata bonus for the year of termination based on actual Company and individual performance for the applicable fiscal ~~year and full and immediate vesting of the Inducement Awards.~~year. If Mr. Jones’s death or disability occurs within 24 months following a Change in Control or within 120 days prior to a transaction that constitutes a “change in control” under IRC Section 409A, Mr. Jones is entitled to a pro-rata bonus for the year of termination based on target ~~performance, and full and immediate vesting of the Inducement Awards.~~performance.

Definitions. For purposes of the ~~Jones~~Employment Agreement, the following terms are defined to mean:

“Cause”: any one or more of the following grounds:

(i)	Mr. Jones’s commission of an act materially and demonstrably detrimental to the Company or any affiliate, which act constitutes gross negligence or willful misconduct by Mr. Jones in the performance of his material duties to the Company or any affiliate;

(ii)	Mr. Jones’s commission of any material act of dishonesty or breach of trust resulting or intending to result in material personal gain or material enrichment of Mr. Jones at the expense of the Company or any affiliate;

(iii)

Mr. Jones’s violation of certain covenants related to confidentiality, non-hiring of employees, and non-solicitation of customers, and non-competition; or

(iv)	The inability of the Company or any affiliate to participate in any activity subject to government regulation and material to the Company’s or any affiliate’s business solely as a result of any willful action or inaction by Mr. Jones.

“Change in Control”: as defined in the 2013 Plan, which includes one or more of the following events, subject to certain exceptions: (i) during any 24-month period, individuals who, as of the beginning of such period, constitute the Board no longer constitute at least a majority of the Board; (ii) any person is or becomes a beneficial owner of securities representing 35% or more of the combined voting power of the Company’s then outstanding securities; (iii) a merger, consolidation or similar corporate transaction that requires the approval of the Company’s shareholders; and (ii) the sale of 50% or more of the total gross fair market value of the Company’s assets.2018 Plan.

~~Executive Compensation~~ | ~~Employment Agreements, Change in Control and Other Arrangements~~ | ~~H&R Block 2020 Proxy Statement 47~~

~~TABLE OF CONTENTS~~

“Good Reason”: any one or more of the following grounds unless cured within thirty days of receipt of notice thereof:

(i)	A material diminution in Mr. Jones’s base salary or target bonus opportunity;

(ii)	Relocation of Mr. Jones’s location of employment outside of the Kansas City, Missouri metropolitan area;

(iii)

A material diminution in Mr. Jones’s responsibilities, duties or authority, authority as President and ~~Chief Executive Officer~~CEO of the Company, or a requirement to report to anyone other than the Company’s Board of Directors; or

(iv)	Any other action or inaction that constitutes a material breach by the Company of the ~~Jones~~Employment Agreement.

H&R Block, Inc. | Notice of Annual Meeting of Shareholders and 2022 Proxy Statement

TABLE OF CONTENTS

H&R Block Executive Severance Plan

~~Messrs. Gerke and~~Mr. Bowen and Mses. Orosco, Redler, and Logerwell participate in the Executive Severance Plan. Mr. Gerke is no longer a participant following his retirement. Pursuant to the ~~Jones~~Employment Agreement, Mr. Jones participates ~~in the Executive Severance Plan~~ only if and to the extent that the benefits related to equity awards thereunder exceed those contained in the ~~Jones~~Employment Agreement.

The Executive Severance Plan is intended to support a variety of objectives, including (i) standardization of severance policy among the senior officers, which ensures internal parity, simplifies internal administration, and mitigates negotiation at hire and termination, and (ii) the attraction and retention of highly skilled executives by protecting them from the short-term economic consequences associated with unexpected termination of employment in the absence of cause. Based on advice from the Compensation Committee’s independent compensation consultant, we believe the benefits our NEOs would receive under various severance scenarios are modest relative to the market.

Eligibility. ~~An associate of~~The Compensation Committee sets the Company ~~whose participation~~associates who participate in the Executive Severance ~~Plan is approved by the Compensation Committee is eligible.~~Plan.

Severance Benefits. ~~Under the terms of the Executive Severance Plan, if~~If a participant incurs a Qualifying Termination, a Good Reason Termination, or a Change in Control Termination (which includes a participant’s Good Reason Termination within 75 days immediately preceding or within 18 months immediately following a Change in ~~Control)~~Control, as defined in the Executive Severance Plan), subject to the execution of a release, he or she is entitled to receive a lump sum severance amount equal to: (i) the participant’s monthly compensation multiplied by the participant’s years of service, subject to a minimum payout equal to 12 months of service and a maximum payout equal to 18 months of service; (ii) the percentage of the participant’s monthly compensation approved under the Company’s STI plan, as determined by the Compensation Committee, multiplied by the participant’s years of service, subject to a minimum payout equal to 12 months of service and a maximum payout equal to 18 months of service; and (iii) an amount equal to the participant’s COBRA subsidy multiplied by 12, if the participant was enrolled in the Company’s applicable health, dental, and vision benefits on the termination date.

(i)	In the case of a Change in Control Termination, two times the participant’s annual base salary and STI target amount, and in the case of a Qualifying Termination that is not a Change in Control Termination, one and one-half times annual base salary and STI target amount; and

(ii)	An amount equal to the participant’s COBRA subsidy multiplied by 12, if the participant was enrolled in the Company’s applicable health, dental, and vision benefits on the termination date.

The Company will also provide reasonable outplacement assistance for a period not to exceed 15 months. The participant is entitled to a pro-rata award of any amounts payable under the Company’s STI compensation plan, based upon the participant’s actual performance and the attainment of goals established as determined by the Board in its sole discretion.

Definitions. For purposes of the Executive Severance Plan, the following terms are defined to mean:

“Cause”: any of the following unless, if capable of cure, such events are fully corrected in all material respects by the participant within 10 days after the Company provides notice of the occurrence of such event:

(i)	Misconduct that materially interferes with or materially prejudices the proper conduct of the business of the Company;

(ii)	Commission of an act materially and demonstrably detrimental to the good will of the Company;

(iii)

Commission of any act of dishonesty or breach of trust resulting or intending to result in material personal gain or enrichment of the participant at the expense of the Company;

(iv)	Violation of any non-competition, non-solicitation, confidentiality or similar restrictive covenant under any employment-related agreement, plan, or policy with respect to which the participant is a party or is bound; or

(v)	Conviction of, or plea of guilty or nolo contendere to, a misdemeanor involving an act of moral turpitude or a felony.

“Change in Control”: generally, the occurrence of one or more of the following events, subject to certain exceptions: (i) any person or group increases their Company stock ownership to more than 50% of the total fair market value or voting power of the Company’s stock; (ii) any person or group acquires (when combined with all acquisitions of the Company’s stock in a 12-month period) ownership of 35% or more of the total voting power of the Company’s stock; (iii) a majority of

~~Executive Compensation~~ | ~~Employment Agreements, Change in Control and Other Arrangements~~ | ~~H&R Block 2020 Proxy Statement 48~~

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members of the Board is replaced during any 12-month period by directors whose appointment or election is not approved in advance by two-thirds of the members of the Board; and (iv) any person or group acquires (when combined with all other acquisitions of the Company’s assets acquired during the prior 12-month period) assets equal to or more than 50% of the total gross fair market value of all of the assets of the Company.

“Good Reason Termination”: a separation from service ~~within 75 days immediately preceding or 18 months immediately following a Change in Control~~ which is initiated by the participant, subject to certain notice requirements, on account of one or more of the following conditions ~~occurring within that same time frame~~ without the consent of the participant that is not substantially remedied by the Company:

(i)	A material diminution in the participant’s base compensation;

(ii)	A material diminution in the participant’s authority, duties, or responsibilities;

(iii)

~~A material~~The Company’s change by more than 50 miles in the primary geographic location at which the participant must perform the services; or

(iv)	Any other action or interaction that constitutes a material breach by the Company of any written employment-related agreement between the participant and the Company.

“Qualifying Termination”: the involuntary separation from service by the Company under circumstances not constituting Cause, but does not include the elimination of the participant’s position where the participant was offered a comparable position with the Company or with a party that acquires any assets from the Company, the redefinition of participant’s position to a lower compensation rate or grade, or the participant’s death or disability.

H&R Block, Inc. | Notice of Annual Meeting of Shareholders and 2022 Proxy Statement

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Equity Award Agreements

In connection with equity awards our executives enter into equity award agreements that provide for acceleration of vesting or acceleration of forfeiture of the awards upon certain events. See “Termination of Employment Provisions in LTI Award Agreements” in the Compensation Discussion and Analysis above. Applicable definitions are as follows:

Retirement. Our standard equity award agreements for restricted share units applicable to grants during the time period covered by this proxy statement contain a retirement provision that accelerates the vesting of a pro-rata portion of all outstanding restricted share units that have been outstanding for at least one year. The pro-rata portion is equal to a percentage based upon the number of whole months of service completed divided by 36, minus the number of restricted share units previously vested. Our standard equity award agreements for performance share units and market stock units applicable to grants made during the time period covered by this proxy statement contain a retirement provision that provides for the pro-ration of awards that have been outstanding for at least one year based on the number of whole months of service completed divided by 36, with the ultimate vesting of the awards subject to attaining the performance goals set forth in the applicable award agreement. Retirement is defineddefine “Retirement” as voluntary termination at or after (i) reaching age 55 with at least five years of service with the Company or (ii) reaching age 60.

The ~~Compensation Committee utilized~~ alternate forms of award agreements used for Mr. Gerke ~~beginning in fiscal year 2017, which are described in the Company’s Current Report on Form 8-K filed with the SEC on July 1, 2014, that~~ define ~~retirement~~“Retirement” as voluntary termination at or after reaching age 60. In addition, such alternate forms of award agreements contain modified vesting provisions providing that voluntary retirement after reaching age 60 will not result in the forfeiture of any equity awards outstanding for more than one year prior to such retirement; rather, the entire equity awards will continue to vest on the stated vesting dates set forth in the applicable award agreement and with performance adjustments (if any) made under such agreement as if he remained employed through such stated vesting dates.

Severance Benefits; Death or Disability. ~~Equity awards provide for vesting or forfeiture,~~“Qualifying Termination” and “Good Reason Termination” are defined as applicable, upon certain qualifying terminations or qualifying terminations following a change in control. Award agreements for restricted share units provide for the forfeiture of any restricted share unit awards that are not vested as of the separation date in the event of a Qualifying Termination (as defineddescribed above under “H&R Block Executive Severance Plan”). Upon a termination of employment due to death or Disability at least one year after the grant date, all outstanding and unvested restricted share units and stock options immediately vest. Our performance-based equity award agreements applicable to grants made to executives through fiscal year 2021 provide for vesting of a pro-rated portion of the awards that are earned as a result of attaining the award’s performance goals in the event of the executive’s qualifying termination (which, except in certain situations where such qualifying termination occurs after a change in control, does not include a Good Reason Termination, as defined above under “H&R Block Executive Severance Plan”), death or Disability, that occurs more than one year after the grant date.Plan.” “Disability” means (i) for participants covered by a group ~~long term~~long-term disability program, the participant is

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receiving income replacement benefits for at least three months under the program because of any physical or mental impairment expected to result in death or last for a continuous period of at least 12 months (a “qualifying impairment”); or (ii) in all other cases, the participant is unable to engage in any substantial gainful activity for a period of at least nine months because of a qualifying impairment.

In the event of a Change in Control Termination (as defined ~~above under “H&R Block Executive Severance Plan”)~~in the applicable award agreement), the participant becomes vested in all outstanding restricted share unit awards. After a change in control, the Compensation Committee may, in its discretion, equitably adjust the performance goals or payment formula that apply to performance share units or market stock units, as determined necessary due to the change in control. Following a change in control, ~~performance share units~~PSUs or ~~market stock units~~MSUs generally will vest as a result of the executive’s continued employment through the third anniversary of the grant date and the Company’s level of performance during the performance period. However, if an executive’s employment terminates before such third anniversary due to certain qualifying terminations that occur in connection with the change in control, or disability, death or retirement, the executive may be entitled to receive all or a pro-rata portion of the award.

The terms of the fiscal year ~~2020~~2023 LTI awards are described in more detail above under the headings ~~“Actions Pertaining to Fiscal~~“Fiscal Year ~~2020 LTI~~2023 Compensation Program.” ~~beginning on page~~ 30.

Indemnification Agreements

We have entered into indemnification agreements with each of our directors and certain of our officers, including each of our named executive officers, on a form previously approved by our Board. These agreements are intended to supplement our officer and director liability insurance and to provide the officers and directors with specific contractual assurance that the protection provided by our Bylaws will continue to be available regardless of, among other things, an amendment to the Bylaws or a change in management or control of the Company.

In general, the indemnification agreement provides that, subject to the provisions set forth therein, the Company will indemnify and hold harmless the director or officer (each, an “Indemnitee”) against all direct and indirect costs and liabilities incurred by an Indemnitee, to the fullest extent permitted by applicable law, in connection with any actions, claims, suits or other proceedings brought against such Indemnitee by reason of (i) the fact that the Indemnitee is or was a director, officer or other fiduciary of the Company or, at the request of the Company, a director, officer or other fiduciary of a subsidiary of the Company, or (ii) any action taken, or failure to act, by such Indemnitee in such capacity. The indemnification agreement provides contractual assurances regarding the scope of the indemnification as permitted by the Missouri General and Business Corporation Law and the Bylaws.

Under the Indemnification Agreement, an Indemnitee will have the right to advancement by the Company of expenses as they are actually and reasonably paid or incurred in connection with defending a claim covered by the Indemnification Agreement prior to the final disposition of such claim. The Indemnitee is required to repay any expenses advanced to the Indemnitee if such Indemnitee is determined not to be entitled to indemnification by the Company.

The above description of the terms of the Indemnification Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Indemnification Agreement, a copy of which is filed with the SEC as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended January 31, 2012.

~~Executive Compensation~~ | ~~Employment Agreements, Change in Control and Other Arrangements~~ | H&R Block, ~~2020~~Inc. | Notice of Annual Meeting of Shareholders and 2022 Proxy Statement 50

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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

The following table summarizes the potential payments our NEOs would receive in the event of termination or a change in control of the ~~Company. The agreements and arrangements that govern the payments included in the table are described in more detail above under Employment Agreements, Change in Control and Other Arrangements.~~Company, except for Mr. Gerke. This table assumes the relevant triggering event occurred on ~~April~~June 30, ~~2020,~~2022, and the value of the equity-based awards included below was therefore determined using the closing price of the Company’s common stock of ~~$16.65,~~$35.32, which was the closing price as reported on the NYSE on ~~April~~June 30, ~~2020.~~2022. Accordingly, the amounts provided in this table for each of our NEOs (except Mr. Gerke) are based on hypothetical circumstances, may materially differ from actual amounts payable upon the triggering event, and the actual amounts to be paid out can only be determined at the time of such triggering event. Mr. Gerke retired as General Counsel and Chief Administrative Officer prior to the end of fiscal year 2022, and the amounts shown for Mr. Gerke represent the actual value received in connection with his retirement.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE

Name of Executive	Termination without Cause or for Good Reason ($)	Termination without Cause or for Good Reason in Connection with a Change in Control ($)	Retirement ($)	Death or Disability ($)	Name of Executive	Termination without Cause ($)	Termination for Good Reason ($)	Termination without Cause or for Good Reason in Connection with a Change in Control ($)	Retirement ($)	Death or Disability ($)
Jones⁽¹⁾					Jones⁽¹⁾
Cash	2,238,750	3,233,750	—	—	Cash	4,975,000	4,975,000	4,975,000	—	—
Restricted Share Units	919,587	2,347,466	—	1,655,985	Restricted Share Units	—	—	4,220,862	—	1,003,603
Market Stock Units	1,276,260	2,611,831	—	1,786,277	Market Stock Units	2,540,054	—	3,810,081	—	3,810,081
Performance Share Units	2,377,351	4,916,061	—	3,349,489	Performance Share Units	4,894,780	—	13,003,652	—	7,342,169
Health and Welfare Plan Benefits	32,596	43,461	—	—	Health and Welfare Plan Benefits	50,013	50,103	50,013	—	—
Outplacement Services	—	—	—	—	Outplacement Services	—	—	—	—	—
Total	6,844,545	13,152,568	—	6,791,751	Total	12,459,846	5,025,013	26,059,607	—	12,155,853
Bowen⁽²⁾					Bowen⁽²⁾
Cash	1,529,370	1,529,370	—	—	Cash	1,761,300	1,761,300	2,348,400	—	—
Restricted Share Units	—	313,713	—	145,176	Restricted Share Units	—	—	1,173,209	—	237,247
Market Stock Units	274,489	557,755	—	362,611	Market Stock Units	600,390	—	900,586	—	900,586
Performance Share Units	519,376	1,058,829	—	688,536	Performance Share Units	1,156,970	—	3,382,465	—	1,735,456
Health and Welfare Plan Benefits	14,363	14,363	—	—	Health and Welfare Plan Benefits	15,912	15,912	15,912	—	—
Outplacement Services	4,500	4,500	—	—	Outplacement Services	15,000	15,000	15,000	—	—
Total	2,342,098	3,478,529	—	1,196,323	Total	3,549,573	1,792,212	7,835,572	—	2,873,289
Gerke⁽²⁾⁽³⁾					Orosco⁽²⁾
Cash	1,080,000	1,080,000	—	—	Cash	1,710,000	1,710,000	2,280,000	—	—
Restricted Share Units	—	362,206	215,857	215,857	Restricted Share Units	—	—	961,209	—	200,739
Market Stock Units	511,712	786,101	620,983	620,983	Market Stock Units	508,011	—	762,016	—	762,016
Performance Share Units	962,403	1,484,798	1,171,484	1,171,484	Performance Share Units	978,961	—	2,806,612	—	1,468,442
Health and Welfare Plan Benefits	14,400	14,400	—	—	Health and Welfare Plan Benefits	15,912	15,912	15,912	—	—
Outplacement Services	4,500	4,500	—	—	Outplacement Services	15,000	15,000	15,000	—	—
Total	2,573,016	3,732,006	2,008,324	2,008,324	Total	3,227,884	1,740,912	6,840,748	—	2,431,197
Orosco⁽²⁾					Redler⁽²⁾
Cash	1,567,500	1,567,500	—	—	Cash	1,425,000	1,425,000	1,900,000	—	—
Restricted Share Units	—	269,521	—	126,642	Restricted Share Units	—	—	736,299	—	—
Market Stock Units	232,061	475,609	—	310,491	Market Stock Units	—	—	—	—	—
Performance Share Units	439,488	903,398	—	590,083	Performance Share Units	—	—	—	—	—
Health and Welfare Plan Benefits	14,339	14,339	—	—	Health and Welfare Plan Benefits	—	—	—	—	—
Outplacement Services	4,500	4,500	—	—	Outplacement Services	15,000	15,000	15,000	—	—
Total	2,257,888	3,234,866	—	1,027,216	Total	1,440,000	1,440,00	2,651,299	—	—

~~Executive Compensation~~ | ~~Potential Payments Upon Termination or Change in Control Table~~ | H&R Block, ~~2020~~Inc. | Notice of Annual Meeting of Shareholders and 2022 Proxy Statement 51

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Name of Executive	Termination without Cause or for Good Reason ($)	Termination without Cause or for Good Reason in Connection with a Change in Control ($)	Retirement ($)	Death or Disability ($)	Name of Executive	Termination without Cause ($)	Termination for Good Reason ($)	Termination without Cause or for Good Reason in Connection with a Change in Control ($)	Retirement ($)	Death or Disability ($)
Logerwell⁽²⁾					Logerwell⁽²⁾
Cash	585,000	585,000	—	—	Cash	607,500	607,500	810,000	—	—
Restricted Share Units	—	70,154	—	36,330	Restricted Share Units	—	—	197,782	—	45,659
Market Stock Units	68,639	128,212	—	90,676	Market Stock Units	115,475	—	173,212	—	173,212
Performance Share Units	129,858	243,376	—	172,152	Performance Share Units	222,492	—	601,387	—	333,739
Health and Welfare Plan Benefits	14,400	14,400	—	—	Health and Welfare Plan Benefits	15,912	15,912	15,912	—	—
Outplacement Services	4,500	4,500	—	—	Outplacement Services	15,000	15,000	15,000	—	—
Total	802,398	1,045,643	—	299,157	Total	976,379	638,412	1,813,293	—	552,609
					Gerke⁽³⁾
					Cash	—	—	—	—	—
					Restricted Share Units	—	—	—	200,739	—
					Market Stock Units	—	—	—	762,016	—
					Performance Share Units	—	—	—	1,468,442	—
					Health and Welfare Plan Benefits	—	—	—	—	—
					Outplacement Services	—	—	—	—	—
					Total	—	—	—	2,431,197	—

(1)

Payments to Mr. Jones would be made pursuant to the terms of the ~~Jones~~Employment Agreement and various equity award agreements described above under “Employment Agreements, Change in Control and Other Arrangements” and ~~“Long-Term Incentive Compensation.~~“Termination of Employment, Severance, and Transition Arrangements.”

⁽²⁾

Payments to Messrs. Bowen and Gerke and Mses. Redler, Orosco and Logerwell would be made pursuant to the terms of the Executive Severance Plan and various equity award agreements described above under “Employment Agreements, Change in Control and Other Arrangements” and ~~“Long-Term Incentive Compensation.~~“Termination of Employment, Severance, and Transition Arrangements.”

⁽³⁾

~~As of April 30, 2020,~~ Mr. Gerke retired as General Counsel and Chief Administrative Officer effective January 17, 2022. After his retirement as General Counsel and Chief Administrative Officer, he continued as an employee of the Company at a reduced base salary to assist with the transition to the Company’s new Chief Legal Officer, and he has now retired from the Company. Upon his retirement, Mr. Gerke received only the benefits to which he was entitled pursuant to the ~~only named executive officer who had satisfied~~terms of the ~~requirements to be eligible for retirement.~~award agreements previously entered into with the Company and described above under “Termination of Employment Provisions in LTI Award Agreements.”

PAY RATIO DISCLOSURE

Pursuant to a mandate of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the SEC adopted a rule that requires a public company to disclose the ratio of the annual total compensation of its ~~chief executive officer~~CEO to the median annual total compensation of its employees (other than its ~~chief executive officer)~~CEO). Mr. Jones served as our President and ~~Chief Executive Officer~~CEO throughout ~~our~~ fiscal year ~~2020.~~2022.

On ~~April~~June 30, ~~2020,~~2022, the date which we selected to identify the median employee (the “Pay Ratio Date”), the Company had approximately ~~17,344~~11,929 U.S. employees and ~~8,291~~4,352 non-U.S. employees, for a total of ~~25,635~~16,281 employees. This population consisted of the Company’s full-time, part-time, seasonal, and temporary employees. ~~In determining the median employee,~~For fiscal year 2022, the Company ~~excluded~~switched the Pay Ratio Date from ~~its employee population all of its employees located~~the April 30 date used in ~~Ireland (27 employees) and India (646 employees) pursuant~~prior fiscal years to ~~a de minimis exemption permitted under~~June 30, due to the ~~SEC rules.~~change in the Company’s fiscal year end.

To identify the median employee from the Company’s employee population, we compared the amount of salary and wages paid to employees (excluding Mr. Jones), as reflected in our payroll records for the 2019 calendar year as reported to the Internal Revenue Service on Form W-2 for U.S. employees and the Form W-2 equivalent for non-U.S. employees, who were employed on the Pay Ratio Date, excluding Mr. Jones.our 2022 fiscal year. We annualized compensation for employees who were hired in ~~2019~~fiscal 2022 but did not work for us the entire ~~calendar~~ year, excluding seasonal and temporary employees. No cost-of-living adjustments were made in identifying the median employee.

The identified median employee was a seasonal associate whose total hours worked during the year was equivalent to approximately 5seven months of a full-time associate’s hours worked. After the median employee was identified, we calculated such employee’s annual total compensation using the same methodology used for the Company’s named executive officers as set forth in the fiscal year ~~2020~~2022 Summary Compensation Table of this proxy statement.

For fiscal year ~~2020,~~2022, the annual total compensation for Mr. Jones was ~~$6,921,199~~$11,040,183 and the annual total compensation for the median employee, excluding Mr. Jones, was ~~$14,990~~$25,695 which resulted in a ratio of ~~462~~429 to 1.

H&R Block, Inc. | Notice of Annual Meeting of Shareholders and 2022 Proxy Statement

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The SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. We believe that our calculated ratio is a reasonable estimate calculated in a manner consistent with the pay ratio disclosure requirements. The pay ratios reported by other companies, including those within our Peer Group and industry, may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.

This information is being provided for the purposes of compliance with the pay ratio disclosure requirement. Neither the Compensation Committee nor management of the Company used the pay ratio measure in making compensation decisions.

~~Executive Compensation~~ | ~~Pay Ratio Disclosure~~ | ~~H&R Block 2020 Proxy Statement 52~~

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EQUITY COMPENSATION PLANS

The following table provides information about the Company’s common stock that may be issued upon the exercise of options, warrants and rights under all of the Company’s existing equity compensation plans as of ~~April~~June 30, ~~2020.~~2022. As of ~~April~~June 30, ~~2020,~~2022, the Company had two active stock-based compensation plans: the 2018 Plan and the H&R Block, Inc. 2000 Employee Stock Purchase Plan (as amended and restated effective January 1, 2020). Our shareholders have approved all of the Company’s current stock-based compensation plans. Our shareholders approved the 2018 Plan in September 2017 to replace the 2013 Plan, effective one business day after the 2017 annual meeting (September 15, 2017), at which time the 2013 Plan terminated except with respect to outstanding awards thereunder. The 2013 Plan was approved by our shareholders in September 2012 to replace the H&R Block, Inc. 2003 Long Term Executive Compensation Plan (the “2003 Plan”) and the H&R Block, Inc. 2008 Deferred Stock Unit Plan for Outside Directors (the “DSU Plan”), effective January 1, 2013, at which time the 2003 Plan and the DSU Plan terminated except with respect to outstanding awards thereunder. The 2003 Plan was approved by our shareholders in September 2002 to replace the 1993 Long-Term Executive Compensation Plan, effective July 1, 2003. Our shareholders approved the DSU Plan in September 2008 to replace the 1989 Stock Option Plan for Outside Directors, which terminated upon the DSU Plan’s effectiveness, except with respect to outstanding awards thereunder.

Plan Category

Number of securities to be
issued upon exercise of
outstanding options,
warrants, and rights
(A) (# 000)

Weighted-average
exercise price of
outstanding options,
warrants, and rights
(B) ($)

Number of securities remaining
available for future issuance under
equity compensation plans excluding
securities reflected in column (A)
(C) (# 000)

Equity compensation plans approved by security holders

428

25.68

12,830

Equity compensation plans not approved by security holders

—

—

—

Total

428

25.68

12,830

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants, and rights (A) (# 000)	Weighted-average exercise price of outstanding options, warrants, and rights (B) ($)	Number of securities remaining available for future issuance under equity compensation plans excluding securities reflected in column (A) (C) (# 000)
Equity compensation plans approved by security holders	574	$23.34	10,935
Equity compensation plans not approved by security holders	—	—	—
Total	574	$23.34	10,935

~~Equity Compensation Plans~~ | H&R Block, ~~2020~~Inc. | Notice of Annual Meeting of Shareholders and 2022 Proxy Statement 53

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AUDIT COMMITTEE REPORT

The Company’s management is responsible for preparing financial statements in accordance with GAAP and the financial reporting process, including the Company’s disclosure controls and procedures and internal control over financial reporting. The Company’s independent registered public accounting firm is responsible for (i) auditing the Company’s financial statements and expressing an opinion as to their conformity to GAAP and (ii) auditing the effectiveness of the Company’s internal control over financial reporting and expressing an opinion as to its effectiveness. The Audit Committee of the Board of Directors, composed solely of independent directors, meets periodically with management, including the Vice President, Audit Services (the employee with primary responsibility for the Company’s internal audit functions) and others in the Company, and the Company’s independent registered public accounting firm to review and oversee matters relating to the Company’s financial statements, audit services (internal audit) activities, disclosure controls and procedures, and internal control over financial reporting and non-audit services provided by the independent accountants. In addition, the Audit Committee pre-approved all audit and non-audit fees paid to such firm.

The Audit Committee has reviewed and discussed with management and Deloitte, ~~& Touche LLP (“Deloitte”),~~ the Company’s independent registered public accounting firm, the Company’s audited financial statements for the fiscal year ended ~~April~~June 30, ~~2020.~~2022. The Audit Committee has also discussed with Deloitte the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. In addition, the Audit Committee received from Deloitte the written disclosures and the letter required by applicable requirements of the PCAOB regarding Deloitte’s communications with the Audit Committee concerning independence, discussed with Deloitte its independence from the Company and the Company’s management, and considered whether Deloitte’s provision of non-audit services to the Company is compatible with maintaining the auditor’s independence.

The Audit Committee conducted its own self-evaluation and evaluation of the services provided by Deloitte during the fiscal year ended ~~April~~June 30, ~~2020.~~2022. Based on its evaluation of Deloitte, the Audit Committee reappointed Deloitte as the Company’s independent registered public accounting firm for the fiscal year ending ~~April~~June 30, ~~2021.~~2023.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors of the Company that the Company’s audited financial statements be included in the Annual Report on Form 10-K for the fiscal year ended ~~April~~June 30, ~~2020,~~2022, for filing with the SEC.

AUDIT COMMITTEE

Victoria J. Reich, Chair
~~Angela N. Archon~~

Richard A. Johnson

Mia F. Mends

Matthew E. Winter

Christianna Wood

~~Audit Committee Report~~ | ~~Audit Committee~~ | H&R Block, ~~2020~~Inc. | Notice of Annual Meeting of Shareholders and 2022 Proxy Statement 54

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AUDIT FEES

The following table presents fees for professional services rendered by Deloitte for the audit of the Company’s annual financial statements for the years ended June 30, 2022 and April 30, ~~2020~~2021 and ~~2019,~~for the Transition Period, and fees billed for other services rendered by Deloitte for such ~~years.~~periods. Fees disclosed below include fees actually billed and expected to be billed for services relating to the applicable fiscal year. ~~Amounts previously disclosed for fiscal year 2019 have been adjusted to reflect actual billings.~~

Fiscal Year	2020	2019		Fiscal Year 2022	Transition Period	Fiscal Year 2021
Audit Fees	$3,143,600	$2,914,386	Audit Fees	$2,673,775	$639,300	$2,964,150
Audit-Related Fees	$164,375	$102,000	Audit-Related Fees	$105,790	—	$105,970
Tax Fees	$5,872	$120,815	Tax Fees	$148,030	$78,750	$161,539
All Other Fees	—	—	All Other Fees	—	—	—
Total Fees	$3,313,847	$3,137,201	Total Fees	$2,927,595	$718,050	$3,231,659

Audit Fees consist of fees for professional services rendered for the audit of the Company’s financial statements and review of financial statements included in the Company’s quarterly reports and services normally provided by the independent auditor in connection with statutory and regulatory filings or engagements.

Audit-Related Fees are fees for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements or that are traditionally performed by the independent auditor. Amounts included consist of fees incurred relating to support of business acquisition and divestiture activities, independent assessments of internal controls, audits of employee benefits plan financial statements, and other audit-related services.

Tax Fees consist of fees for the preparation or review of original and amended tax returns, claims for refunds and tax payment-planning services for tax compliance, tax planning, tax consultation, and tax advice. Amounts included above consist of fees incurred relating to transfer pricing studies, technical consultation related to international tax matters, and other tax advisory services.

All Other Fees are fees billed for professional services that were not the result of an audit, review, or tax-related services, and ~~consist~~have historically consisted primarily of subscriptions to human resources publications and related items.

The Audit Committee has adopted policies and procedures for pre-approving audit and non-audit services performed by the independent auditor so that the provision of such services does not impair the auditor’s independence. All fees reported above were approved pursuant to the policy. Under the Audit Committee’s pre-approval policy, the terms and fees of the annual audit engagement require specific Audit Committee approval. Other types of services are eligible for general pre-approval. Unless a type of service to be provided by the independent auditor has received general pre-approval, it will require specific Audit Committee pre-approval. In addition, any proposed services exceeding pre-approved cost levels will require specific pre-approval by the Audit Committee.

General pre-approval granted under the Audit Committee’s pre-approval policy extends to the next fiscal year following the date of pre-approval. The Audit Committee reviews and pre-approves services that the independent auditor may provide without obtaining specific Audit Committee pre-approval on an annual basis and revises the list of general pre-approved services from time to time. In determining whether to pre-approve audit or non-audit services (regardless of whether such approval is general or specific pre-approval), the Audit Committee will consider whether such services are consistent with the SEC’s rules on auditor independence. The Audit Committee will also consider whether the independent auditor is best positioned to provide the most effective and efficient service and whether the service might enhance the Company’s ability to manage or control risk or improve audit quality. All such factors will be considered as a whole and no one factor is necessarily determinative. The Audit Committee will also consider the relationship between fees for audit and non-audit services in deciding whether to pre-approve any such services. The Audit Committee may determine for each fiscal year the appropriate ratio between ~~fees for~~ Audit ~~Services~~Fees and ~~fees for~~ Audit-Related ~~Services,~~Fees, Tax ~~Services,~~Fees, and All Other ~~Services.~~Fees.

The Audit Committee may delegate pre-approval authority to one or more of its members. The member or members to whom such authority is delegated shall report any pre-approval decisions to the Audit Committee at its next scheduled meeting.

The Audit Committee has concluded that the provision of non-audit services provided to the Company by Deloitte during the ~~2020~~2022 fiscal year was compatible with maintaining its independence.

~~Audit Fees~~ | H&R Block, ~~2020~~Inc. | Notice of Annual Meeting of Shareholders and 2022 Proxy Statement 55

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	The Board unanimously recommends a vote FOR Proposal 2	PROPOSAL 2 – RATIFICATION OF APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
		The Board’s Audit Committee has appointed Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm to audit the Company’s financial statements for the fiscal year ending ~~April~~June 30, ~~2021.~~2023. As a matter of good corporate governance, the Audit Committee submits its selection of Deloitte to our shareholders
for ratification, and will consider the vote of our shareholders when appointing our independent registered public accounting firm in the future. A representative of Deloitte is expected to attend the Annual Meeting to respond to appropriate questions and will have an opportunity to make a statement, if desired. For additional information regarding the Company’s relationship with Deloitte, please refer to the “Audit Committee Report” and “Audit Fees” sections above.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” PROPOSAL 2.

~~Proposal 2 − Ratification of Appointment of the Independent Registered Public Accounting Firm~~ | H&R Block, ~~2020~~Inc. | Notice of Annual Meeting of Shareholders and 2022 Proxy Statement 56

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	The Board unanimously recommends a vote FOR Proposal 3	PROPOSAL 3 – ADVISORY APPROVAL OF THE COMPANY’S NAMED EXECUTIVE OFFICER COMPENSATION
		The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and Section 14A of the Exchange Act require that we permit our shareholders to vote to approve, on an advisory (non-binding) basis, the compensation of our named executive officers as
disclosed in the “Compensation Discussion and Analysis” section, the Summary Compensation Table and accompanying executive compensation tables, and the related narrative disclosure beginning on page 20. At our 2017 annual meeting, our shareholders approved, on an advisory basis, that an advisory vote on executive compensation should be held annually. Based on such result, our Board determined that the advisory vote on executive compensation will be held every year until the next advisory vote on the frequency of future advisory votes on executive compensation.

We believe that our compensation programs and policies reflect an overall pay-for-performance culture that is strongly aligned with the interests of our shareholders. We are committed to utilizing a mix of incentive compensation programs that will reward success in achieving the Company’s financial objectives and growing value for shareholders, and ~~continuing~~we will continue to refine these incentives to maximize Company performance. The Compensation Committee of the Board has overseen the development of a compensation program designed to achieve pay-for-performance and alignment with shareholder interests, as described more fully in the “Compensation Discussion and Analysis” section beginning on page 20. The compensation program was designed in a manner that we believe is reasonable, competitive, and appropriately balances the goals of attracting, motivating, rewarding, and retaining our executives.

The Company and the Board regularly evaluate our compensation policies and practices to ensure they are meeting our objectives and are consistent with corporate governance best practices. As part of that process, the Compensation Committee and the Board consider the results of our shareholder advisory vote on executive compensation. At our ~~2019~~2021 annual meeting of shareholders held on September ~~12, 2019,~~9, 2021, our shareholders approved our fiscal year ~~2019~~2021 compensation awarded to our NEOs with approximately ~~89%~~96% of the votes cast in favor of the proposal. The Compensation Committee believes the compensation program design features continue to properly reward our executives for their performance, motivate them to work towards achieving our long-term objectives, and, with 80% of our named executive officers’ targeted long-term incentive awards being performance-based, strengthen the alignment of their interests with the interests of our shareholders. The Compensation Committee will continue to routinely evaluate and enhance or modify our compensation program, as appropriate, after considering the views of our shareholders.

For the reasons discussed above and in the “Compensation Discussion and Analysis” section beginning on page 20, the Board recommends that shareholders vote in favor of the following “say-on-pay” resolution:

“Resolved, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables, narrative discussion and any related material disclosed in this proxy statement, is hereby approved.”

Because your vote is advisory, it will not be binding upon the Company, the Board, or the Compensation Committee. However, because we value the views of our shareholders, ~~and~~ the Compensation Committee will continue to consider the outcome of the vote when considering future executive compensation arrangements.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” PROPOSAL 3.

~~Proposal 3 − Advisory Approval of the Company’s Named Executive Officer Compensation~~ | H&R Block, ~~2020~~Inc. | Notice of Annual Meeting of Shareholders and 2022 Proxy Statement 57

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INFORMATION REGARDING SECURITY HOLDERS

SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT

The following table shows the number of shares of common stock beneficially owned by each director and nominee for election as director, by each of the named executive officers, and by all directors and executive officers as a group as of ~~July 20, 2020.~~September 12, 2022. The number of shares beneficially owned is determined under rules of the SEC. The information is not necessarily indicative of beneficial ownership for any other purpose. Under these rules, beneficial ownership includes any shares as to which the individual has either sole or shared voting power or investment power and also any shares that the individual has the right to acquire within sixty days through the exercise of any stock option or other right. Unless otherwise indicated in the footnotes, each person has sole voting and investment power with respect to shares set forth in the following table.

	Number of Shares					Number of Shares
Name	Beneficially Owned⁽¹⁾	Share Units and Share Equivalents⁽²⁾	Total	Percent of Class	Name	Beneficially Owned⁽¹⁾	Share Units and Share Equivalents⁽²⁾	Total	Percent of Class
Angela N. Archon	—	30,325	30,325	*	Tony G. Bowen	51,473	—	51,473	*
Tony G. Bowen	47,190	—	47,190	*	Sean H. Cohan	—	10,375	10,375	*
Paul J. Brown	5,700	65,926	71,626	*	Robert A. Gerard	26,000	255,031	281,031	*
Robert A. Gerard	14,000	189,188	203,188	*	Thomas A. Gerke	32,747	—	32,747	*
Anuradha (Anu) Gupta	—	5,298	5,298	*	Anuradha (Anu) Gupta	—	23,919	23,919	*
Thomas A. Gerke	189,669	—	189,669	*	Richard A. Johnson	—	52,841	52,841	*
Richard A. Johnson	—	31,631	31,631	*	Jeffrey J. Jones II	645,031	165,726	810,757	*
Jeffrey J. Jones II	315,420	95,449	410,869	*	Kellie J. Logerwell	14,022	—	14,022	*
David Baker Lewis	4,000	99,916	103,916	*	Mia F. Mends	—	10,375	10,375	*
Kellie J. Logerwell	5,943	—	5,943	*	Karen A. Orosco	56,512	—	56,512	*
Karen A. Orosco	47,426	—	47,426	*	Yolande G. Piazza	—	18,100	18,100	*
Yolande G. Piazza	—	—	—	*	Dara S. Redler	—	—	—	*
Victoria J. Reich	4,329	65,926	70,255	*	Victoria J. Reich	4,484	90,282	94,766	*
Bruce C. Rohde	10,000	81,211	91,211	*	Matthew E. Winter	—	38,331	38,331	*
Matthew E. Winter	—	18,419	18,419	*	Christianna Wood	—	121,802	121,802	*
Christianna Wood	12,580	94,414	106,994	*	All directors and executive officers as a group (15 persons)	830,269	786,782	1,617,051	1.0%
All directors and executive officers as a group (15 persons)	656,257⁽³⁾	777,703	1,433,960	*

*	Does not exceed 1% based on shares of our common stock outstanding as of ~~July 20, 2020,~~September 12, 2022, adjusted as required by the rules promulgated by the SEC.

⁽¹⁾

Includes shares that on ~~July 20, 2020~~September 12, 2022 the specified person had the right to purchase as of ~~September 18, 2020~~November 11, 2022 pursuant to options granted in connection with the ~~2003 Plan or the~~ 2013 Plan, as follows: ~~Mr. Gerke, 104,734 shares and~~ Mr. Jones 273,905 shares.

⁽²⁾

These amounts reflect share unit balances in the Company’s Deferred Compensation Plan for Directors, the Company’s Deferred Compensation Plan for Executives, the DSU Plan, the 2013 Plan and/or the 2018 Plan. The value of the share units mirrors the value of the Company’s common stock. The share units do not have voting rights.

⁽³⁾

Includes shares held by certain family members of such directors and officers or in trusts or custodianships for such members (directly or through nominees) in addition to 378,639 shares which such directors and officers have the right to purchase as of September 18, 2020 pursuant to options granted in connection with the 2003 Plan and the 2013 Plan. Ms. Piazza was not a director as of July 20, 2020 and, therefore, she is not included in the total for directors and executive officers as a group.

~~Information Regarding Security Holders~~ | ~~Security Ownership of Directors and Management~~ | H&R Block, ~~2020~~Inc. | Notice of Annual Meeting of Shareholders and 2022 Proxy Statement 58

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PRINCIPAL SECURITY HOLDERS

The following table sets forth the name, address and share ownership of each person or organization known to the Company to be the beneficial owner of more than 5% of the outstanding common stock of the Company.

Name and Address of Beneficial Owner	Shares Beneficially Owned	Percent of Common Stock ~~Stock~~ Outstanding⁽¹⁾
~~BlackRock, Inc.~~ ~~55 East 52~~^nd ~~Street~~ ~~New York, New York 10022~~	~~19,651,156~~⁽²⁾	~~10.2%~~
The Vanguard Group, Inc. 100 Vanguard Blvd. Malvern, Pennsylvania 19355	~~26,026,543~~24,452,418⁽²⁾	15.4%
BlackRock, Inc. 55 East 52^nd Street New York, New York 10022	22,659,527⁽³⁾	~~13.5%~~
~~State Street Corporation~~ ~~State Street Financial Center~~ ~~One Lincoln Street~~ ~~Boston, MA 02111~~	~~9,946,530~~⁽⁴⁾	~~5.2%~~14.3%
Jupiter Asset Management Ltd The Zig Zag Building 70 Victoria Street London SW1E 6SQ, United Kingdom	~~10,505,000~~11,088,022⁽⁵⁾⁽⁴⁾	~~5.5%~~7.0%

(1)	Applicable percentages based on shares of our common stock outstanding as of ~~July 20, 2020.~~September 12, 2022.

⁽²⁾

Information as to the number of shares is furnished in reliance on the Schedule 13G/A of BlackRock, Inc. filed on February 4, 2020. The Schedule 13G/A indicates that the number of shares beneficially owned includes 17,464,019 shares with sole voting power and 19,651,156 shares with sole dispositive power.

⁽³⁾

Information as to the number of shares is furnished in reliance on the Schedule 13G/A of The Vanguard Group, Inc. filed on February ~~11, 2020.~~10, 2022. The Schedule 13G/A indicates that the number of shares beneficially owned includes ~~253,248 shares with sole voting power, 57,867~~111,736 shares with shared voting power, ~~25,740,356~~24,184,659 shares with sole dispositive power, and ~~286,187~~267,759 shares with shared dispositive power.

⁽⁴⁾(3)

Information as to the number of shares is furnished in reliance on the Schedule ~~13G~~13G/A of ~~State Street Corporation~~BlackRock, Inc. filed on February ~~13, 2020.~~7, 2022. The Schedule ~~13G~~13G/A indicates that the number of shares beneficially owned includes ~~8,078,883~~21,066,777 shares with ~~shared~~sole voting power and ~~9,944,051~~22,659,527 shares with ~~shared~~sole dispositive power.

⁽⁵⁾(4)

Information as to the number of shares furnished in reliance on the Schedule 13G/A of Jupiter Asset Management Ltd filed on February ~~13, 2020.~~3, 2022. The Schedule 13G/A indicates that the number of shares beneficially owned includes ~~10,505,000~~11,088,022 shares with shared voting and dispositive power.

REVIEW OF RELATED PERSON TRANSACTIONS

The Board has adopted a Related Party Transaction Approval Policy (the “Policy”), which is administered by the Company’s management and the Governance and Nominating Committee. Under the Policy, the Company’s management will determine whether a transaction meets the requirements of a Related Party Transaction as defined in the Policy. ~~Upon such a determination, the~~The Governance and Nominating Committee will then review the material facts of the Related Party Transaction and either approve or ratify the transaction (subject to certain exceptions which are deemed pre-approved) taking into account, among other factors it deems appropriate, whether the transaction is on terms no less favorable than those generally available to an unaffiliated third party under the same or similar circumstances and the extent of the Related Party’s interest in the transaction. If advance approval of a Related Party Transaction is not feasible, the Governance and Nominating Committee must either ratify the transaction at its next regularly scheduled meeting or the transaction must be rescinded. No director who is a Related Party with respect to a Related Party Transaction may participate in any discussion or approval of such transaction, except that the director must provide all material information concerning the transaction to the Governance and Nominating Committee.

A “Related Party Transaction” is any transaction, arrangement or relationship, or any series of transactions, arrangements or relationships in which the Company or any of its subsidiaries is a participant, the amount involved will or may be expected to exceed $120,000 in any fiscal year, and a Related Party has or will have a direct or indirect interest.

A “Related Party” under the Policy is any (i) executive officer as designated under Section 16 of the Exchange Act, director, or nominee for election as a director, (ii) greater than 5% beneficial owner of the Company’s common stock, or (iii) immediate family member of any of the foregoing.

The Company did not participate in any Related Party Transactions during fiscal year ~~2020,~~2022, other than those transactions described in the “Compensation Discussion and Analysis” section of this proxy statement.

~~Review of Related Person Transactions~~ | H&R Block, ~~2020~~Inc. | Notice of Annual Meeting of Shareholders and 2022 Proxy Statement 59

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SHAREHOLDER PROPOSALS AND NOMINATIONS

We currently intend to hold our 2023 annual shareholder meeting in early November 2023. For a shareholder proposal to be considered for inclusion in the Company’s proxy statement for the ~~2021~~2023 annual meeting pursuant to SEC Rule 14a-8, the Company must receive notice at our offices at One H&R Block Way, Kansas City, Missouri 64105, Attention: Corporate Secretary, on or before ~~April 2, 2021.~~May 25, 2023. SEC rules and regulations govern the submission of shareholder proposals and our consideration of them for inclusion in next year’s proxy statement and form of proxy.

Pursuant to the Company’s Bylaws, for any business not included in the proxy statement for the ~~2021~~2023 annual meeting to be brought before the meeting by a shareholder, the shareholder must give timely written notice of that business to the Corporate Secretary. To be timely, the notice must be received between ~~May 13, 2021~~July 7, 2023 and ~~June 12, 2021~~August 6, 2023 (between 90 and 120 days before the one-year anniversary of the date ~~on which~~of the ~~Company held its~~prior year’s annual meeting of ~~shareholders the previous year)~~shareholders). The notice must contain the information required by the Company’s Bylaws. Similarly, a shareholder wishing to submit a director nomination directly at an annual meeting of shareholders must deliver written notice of the nomination within the time period described in this paragraph and comply with the information and other requirements in our Bylaws relating to shareholder nominations.

Our Bylaws permit a group of shareholders (up to 20) who have owned a significant amount of the Company's common stock (at least 3%) for a significant amount of time (at least three years) the ability to submit director nominees (up to 20% of the Board rounded down to the nearest whole director) for inclusion in the Company's proxy materials if the shareholder(s) provides timely written notice of such nomination(s) and the shareholder(s) and the nominee(s) satisfy the requirements specified in the Company's Bylaws. To be timely for inclusion in the Company's proxy materials for the ~~2021~~2023 annual meeting, the notice must be received between ~~May 13, 2021~~July 7, 2023 and ~~June 12, 2021~~August 6, 2023 (between 90 and 120 days before the one-year anniversary of the date ~~on which~~of the ~~Company held its~~prior year’s annual meeting of ~~shareholders the previous year)~~shareholders). The notice must contain the information required by the Company’s Bylaws, and the shareholder(s) and nominee(s) must comply with the information and other requirements in our Bylaws relating to the inclusion of shareholder nominees in the Company's proxy materials.

A proxy may confer discretionary authority to vote on any matter at a meeting if we do not receive notice of the matter within the time frames described above. A copy of the Company’s Bylaws is available on our website at ~~www.hrblock.com by clicking the “Investor Relations” link and then clicking the “Corporate Governance” link,~~https://investors.hrblock.com/corporate-governance, or upon request to: H&R Block, Inc., One H&R Block Way, Kansas City, Missouri 64105, Attention: Corporate Secretary. The Chair of the meeting may exclude matters that are not properly presented in accordance with the foregoing requirements.

~~Shareholder Proposals and Nominations~~ | ~~H&R Block 2020 Proxy Statement 60~~

~~TABLE OF CONTENTS~~

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

WHY DID I RECEIVE A NOTICE IN THE MAIL REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS INSTEAD OF A FULL SET OF PRINTED PROXY MATERIALS?

Pursuant to rules adopted by the SEC, we are making this proxy statement and our ~~2020~~2022 Annual Report available to shareholders ~~electronically via the internet.~~electronically. Unless you have already requested to receive a printed set of proxy materials, you will receive an “Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on ~~September 10, 2020”~~November 4, 2022” (the “Notice”), which contains instructions on how to access proxy materials and vote your shares via the internet or, if you prefer, to request a printed set of proxy materials at no cost to you. On or about ~~July 31, 2020,~~September 22, 2022, we mailed the Notice or, for shareholders who have already requested to receive a printed set of proxy materials, this proxy statement, an accompanying proxy card, and our ~~2020~~2022 Annual Report, to our shareholders of record. All shareholders will be able to access this proxy statement and our ~~2020~~2022 Annual Report on the website referred to in the Notice or request to receive printed copies of the proxy materials.

HOW CAN I ELECTRONICALLY ACCESS THE PROXY MATERIALS?

The Notice provides you with instructions on how to view our proxy materials for the Annual Meeting ~~on the internet.~~electronically. The website on which you will be able to view our proxy materials will also allow you to choose to receive future proxy materials electronically, which will save us the cost of printing and mailing documents to you. If you choose to receive future proxy materials electronically, you will receive an email next year with instructions containing a link to the proxy voting site. Your election to receive proxy materials electronically will remain in effect until you terminate it.

H&R Block, Inc. | Notice of Annual Meeting of Shareholders and 2022 Proxy Statement

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HOW CAN I OBTAIN A FULL SET OF PRINTED PROXY MATERIALS?

The Notice will provide you with instructions on how to request to receive printed copies of the proxy materials. You may request printed copies up until one year after the date of the meeting.

HOW DO I VOTE?

In order to vote, you will need the Control Number included on your proxy card, voting instruction card, or Notice you received. Each shareholder has a unique Control Number so we can ensure that all voting instructions are genuine and prevent duplicate voting. Depending on the number of accounts in which you hold the Company’s common stock, you may receive and need to vote more than one Control Number. If you submit your proxy by internet or telephone, you do not need to return a proxy card. You can vote by any of the methods below prior to the meeting and still attend the virtual Annual Meeting. Whether or not you expect to attend the Annual Meeting virtually, please vote in advance of the meeting by one of the following methods.

If you are a registered shareholder, there are four different ways you can vote:

~~By Internet – You can vote via the internet at~~ ~~www.proxyvote.com~~ ~~by following the instructions provided (you will need the Control Number);~~

~~By Telephone – You can vote by telephone by calling the toll-free telephone number indicated on your proxy card or voting instruction card (you will need the Control Number);~~

~~By Mail – If you received your proxy materials by mail, you can vote by signing, dating and returning the accompanying proxy card; or~~

•▪	By Internet – You can vote via the internet at www.proxyvote.com by following the instructions provided (you will need the Control Number);

▪	By Telephone – You can vote by telephone by calling the toll-free telephone number indicated on your proxy card or voting instruction card (you will need the Control Number);

▪	By Mail – If you received your proxy materials by mail, you can vote by signing, dating and returning the accompanying proxy card; or

▪	At the Virtual Meeting – You can also vote during the virtual Annual Meeting by visiting www.virtualshareholdermeeting.com/~~HRB2020~~HRB2022 and following the instructions (you will need the Control Number). A vote at the Annual Meeting will revoke any prior votes.

When your proxy is properly submitted, your shares will be voted as you indicate. If you do not indicate your voting preferences, the appointed proxies ~~(Thomas A. Gerke~~(Dara S. Redler and ~~Scott W. Andreasen)~~Katharine M. Haynes) will vote your shares FOR each of the director nominees included in Proposal 1 and FOR Proposals 2 and 3. If your shares are owned in joint names, all joint owners must vote by the same method, and if joint owners vote by mail, all of the joint owners must sign the proxy card. The deadline for voting by telephone or via the internet, except with respect to shares held through the H&R Block Retirement Savings Plan as described below, is 11:59 p.m. Eastern Time on ~~September 9, 2020.~~November 3, 2022.

~~Notice of Annual Meeting of Shareholders and 2020 Proxy Statement~~ | ~~H&R Block 2020 Proxy Statement 61~~

~~TABLE OF CONTENTS~~

If you are a beneficial owner of shares held in street name, you may vote by following the voting instructions provided by your broker, bank, or other nominee, and your broker, bank, or other nominee should vote your shares as you have directed.

If your shares are held through the H&R Block Retirement Savings Plan, you may also vote as set forth above, except that Plan participants may not vote their Plan shares at the Annual Meeting. If you provide voting instructions via the internet, by telephone or by written proxy card, Fidelity Management Trust Company, the Plan’s Trustee, will vote your shares as you have directed. If you do not provide specific voting instructions, the Trustee will vote your shares in the same proportion as shares for which the Trustee has received instructions. Due to the structure of the virtual meeting site, Plan participants will technically have the ability to submit votes for Plan shares during the Annual Meeting, but votes submitted by Plan participants during the Annual Meeting will not be counted or revoke their prior instructions. Please note that you must submit voting instructions to the Trustee no later than ~~September 7, 2020~~November 1, 2022 at 11:59 p.m. Eastern Time in order for your shares to be voted by the Trustee at the Annual Meeting. Your voting instructions will be kept confidential by the Trustee.

HOW DO I ATTEND THE ANNUAL MEETING?

We will be hosting the Annual Meeting online only. A summary of the information you need to attend online is provided below.

•▪

Any holder of record as of the close of business on ~~July 10, 2020,~~September 9, 2022, may attend and vote at the Annual Meeting by visiting www.virtualshareholdermeeting.com/~~HRB2020~~HRB2022. If you want to vote during the Annual Meeting any shares you hold in street name, you must obtain instructions from your broker, bank, or other nominee.

The live audio webcast of the Annual Meeting will begin promptly at 11:00 a.m. (CDT). Online access to the audio webcast will open five minutes prior to the start of the Annual Meeting to allow time for you to log-in and test your device's audio system. We encourage you to access the meeting in advance of the designated start time.

You are entitled to attend and participate in the Annual Meeting online only if you were a registered shareholder as of July 10, 2020, the record date, or if you hold a valid proxy for the Annual Meeting.

~~Please have the Control Number we have provided to you to join the Annual Meeting.~~

•

H&R Block, Inc. | Notice of Annual Meeting of Shareholders and 2022 Proxy Statement

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▪

The live audio webcast of the Annual Meeting will begin promptly at 8:00 a.m. (CDT). Online access to the audio webcast will open 15 minutes prior to the start of the Annual Meeting to allow time for you to log-in and test your device's audio system. We encourage you to access the meeting in advance of the designated start time.

▪	You are entitled to attend and participate in the Annual Meeting online only if you were a registered shareholder as of September 9, 2022, the record date, or if you hold a valid proxy for the Annual Meeting.

▪	Please have the Control Number we have provided to you to join the Annual Meeting.

▪	Instructions on how to attend and participate in the Annual Meeting, including how to demonstrate proof of stock ownership, are available at www.virtualshareholdermeeting.com/~~HRB2020~~HRB2022.

WHY IS THE ANNUAL MEETING BEING HELD VIRTUALLY?

We are pleased this year to again conduct the Annual Meeting solely online via the Internet through a live audio webcast and online shareholder tools. We continue to use the virtual annual meeting format to facilitate shareholder attendance and participation by leveraging technology to communicate more effectively and efficiently with our shareholders. This format empowers shareholders to participate from any location around the world at no cost. We have designed the virtual format to enhance shareholder access and participation and protect shareholder rights. For example:

▪

We Encourage Questions. Our shareholders have multiple opportunities to submit questions for the meeting. Shareholders may submit a question online prior to or during the meeting by following the instructions at www.virtualshareholdermeeting.com/HRB2022. During the meeting, we will answer as many shareholder-submitted questions that are submitted in accordance with the meeting rules of conduct as time permits.

▪

We Believe in Transparency. Although the live webcast is available only to shareholders, following completion of the Annual Meeting answers to questions submitted in accordance with the meeting rules of conduct will be posted to our Investor Relations website at https://investors.hrblock.com and remain for at least sixty days.

▪

We Proactively Take Steps to Facilitate Your Engagement. We offer separate engagement opportunities with shareholders on appropriate matters of governance or other relevant topics as outlined under the Communications with the Board section of this proxy statement. In addition, we offer live technical support for all shareholders attending the meeting.

WHAT IF I HAVE TECHNICAL DIFFICULTIES OR TROUBLE ACCESSING THE VIRTUAL MEETING WEBSITE?

We will have support available to assist shareholders with any technical difficulties they may have accessing or hearing the virtual meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual shareholder meeting log-in page.

WHAT AM I VOTING ON?

You are voting on three items of business at the Annual Meeting:

~~Election of the 11 nominees for director named in this proxy statement (Proposal 1);~~

~~Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending April 30, 2021 (Proposal 2); and~~

~~Advisory approval of the Company’s named executive officer compensation (Proposal 3).~~

▪	Election of the nine nominees for director named in this proxy statement (Proposal 1);

▪	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 (Proposal 2); and

▪	Advisory approval of the Company’s named executive officer compensation (Proposal 3).

WHO IS ENTITLED TO VOTE?

Shareholders of record as of the close of business on ~~July 10, 2020~~September 9, 2022, are entitled to vote at the Annual Meeting. Each share of H&R Block common stock is entitled to one vote.

~~Notice of Annual Meeting of Shareholders and 2020 Proxy Statement~~ | ~~H&R Block 2020 Proxy Statement 62~~

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WHAT IS THE DIFFERENCE BETWEEN HOLDING SHARES AS A SHAREHOLDER OF RECORD AND AS A BENEFICIAL OWNER?

If your shares are registered directly in your name with the Company’s transfer agent, EQ Shareowner Services (“EQ”), you are considered a “registered shareholder” and are considered, with respect to those shares, the “shareholder of record.” If you are a shareholder of record, the Notice or proxy materials were sent to you directly by the Company, and you may vote by any of the methods described above under “How Do I Vote?”.

H&R Block, Inc. | Notice of Annual Meeting of Shareholders and 2022 Proxy Statement

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If your shares are registered in the name of a stock brokerage account or by a broker, bank, or other nominee on your behalf (referred to as being held in “street name”) or if you hold shares through the H&R Block Retirement Savings Plan, you are considered a “beneficial owner” of shares held in street name, and the broker, bank, or other nominee forwarded the Notice or proxy materials to you. As the beneficial owner, you have the right to direct your broker, bank, or other nominee holding your shares how to vote and you are also invited to attend the Annual Meeting virtually. However, since you are not a shareholder of record, you may not vote these shares at the Annual Meeting and you must instead instruct the broker, bank, or other nominee how to vote your shares using the voting instruction form provided by such broker, bank or other nominee.

WHAT ARE THE VOTING RECOMMENDATIONS OF THE BOARD OF DIRECTORS AND THE VOTING REQUIREMENTS?

Our Board of Directors recommends that you vote your shares as follows:

1. Election of Directors.

FOR each

Nominee

Page 45

The affirmative vote of a majority of shares present in person or represented by proxy, and entitled to vote on the matter, is necessary for election or for approval of each of the proposals.

Abstentions have the same effect as votes AGAINST the relevant proposal.

Broker non-votes have no impact on the outcome of the vote for any of the proposals.

2. Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending ~~April~~June 30, ~~2021.~~2023.

FOR

Page 5653

Yes

3. Advisory approval of the Company’s named executive officer compensation.

FOR

Page 5754

Broker Discretionary Voting

Brokers holding shares on behalf of beneficial owners are prohibited from exercising discretionary voting authority for beneficial owners who have not provided voting instructions on “non-routine” proposals, resulting in so-called “broker non-votes.” Brokers may vote without instruction only on “routine” proposals. Proposal 2, the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm, is the only routine proposal on the ballot for the Annual Meeting and the only proposal on the ballot for which broker discretionary voting is permitted. All other proposals are non-routine. If you hold your shares with a broker, your shares will not be voted on non-routine proposals unless you give voting instructions to such broker.

Voting Requirements and Effect of Abstentions and Broker Non-Votes

For each matter to be voted upon at the Annual Meeting, shareholders may vote “for,” “against,” or “abstain.”

For each of the proposals, the affirmative vote of a majority of shares present in person or represented by proxy, and entitled to vote on the matter, is necessary for election or approval. The vote on Proposal 3, the approval of the Company’s named executive officer compensation, is a non-binding advisory vote only.

~~Notice of Annual Meeting of Shareholders and 2020 Proxy Statement~~ | ~~H&R Block 2020 Proxy Statement 63~~

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Shares represented in person or by a proxy that directs that the shares abstain from voting on a matter are deemed to be represented at the meeting as to that particular matter and have the same effect as a vote against that proposal. Broker non-votes have no impact on the proposals.

If a submitted proxy does not specify how to vote, the shares represented by that proxy will be considered to be voted FOR each of the director nominees included in Proposal 1, and FOR Proposals 2 and 3.

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MAY I CHANGE MY VOTE?

After your initial vote, you may revoke your proxy and change your vote (i) any time prior to the voting deadline via the internet or by telephone (only your latest internet or telephone proxy submitted prior to the voting deadline for the Annual Meeting will be counted), (ii) by signing and returning a new proxy card with a later date prior to the Annual Meeting, or (iii) by attending the Annual Meeting and voting at www.virtualshareholdermeeting.com/~~HRB2020~~HRB2022. However, your attendance at the Annual Meeting will not automatically revoke your proxy unless you vote again at the Annual Meeting or specifically request in writing that your prior proxy be revoked. If your shares are held in street name by a broker, bank, or other nominee, you must contact that nominee to change your vote.

DO SHAREHOLDERS HAVE CUMULATIVE VOTING RIGHTS WITH RESPECT TO THE ELECTION OF DIRECTORS?

No, shareholders do not have cumulative voting rights with respect to the election of directors.

WHAT CONSTITUTES A QUORUM?

As of the record date, ~~192,853,203~~158,645,025 shares of the Company’s common stock were issued and outstanding. A majority of the outstanding shares entitled to vote at the Annual Meeting, represented in person or by proxy, will constitute a quorum. Abstentions and broker non-votes will be counted as present and entitled to vote for purposes of determining a quorum.

WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE “IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON ~~SEPTEMBER 10, 2020”~~NOVEMBER 4, 2022”?

It means your shares are held in more than one account. You should vote all of your shares.

WHAT IS HOUSEHOLDING?

As permitted by the SEC, we are delivering only one copy of this proxy statement to shareholders residing at the same address, unless the shareholders have notified us of their desire to receive multiple copies of the proxy statement. This practice is known as householding. The Company will promptly deliver, upon request, a separate copy of the proxy statement to any shareholder residing at an address to which only one copy was mailed. Requests for additional copies for the current year or future years should be directed to the Corporate Secretary, H&R Block, Inc., One H&R Block Way, Kansas City, Missouri 64105, or by telephone at (816) 854-4288.

Shareholders of record residing at the same address and currently receiving multiple copies of the proxy statement may contact our registrar and transfer agent, EQ, to request that only a single copy of the proxy statement be mailed in the future. You can contact EQ by phone at (888) 213-0968 or (651) 450-4064, or by mail at 1110 Centre Point Curve, Suite 101, Mendota Heights, Minnesota 55120-4100.

WHO WILL BEAR THE COST OF THIS SOLICITATION AND HOW WILL PROXIES BE SOLICITED?

The Company is making this solicitation on behalf of the Company’s Board of Directors and will pay the entire cost of this proxy solicitation, including the expense of preparing the proxy solicitation materials for the Annual Meeting and mailing the Notice and, as applicable, the proxy solicitation materials for such meeting. Following the mailing of these materials, directors, officers, and employees of the Company may solicit proxies by telephone, email, or other personal contact; such individuals will not receive compensation or reimbursement for these activities. Additionally, the Company has retained Okapi Partners LLC to assist in the solicitation of proxies on behalf of the Board for a fee of ~~$25,000~~$35,000 plus reimbursement of reasonable expenses. Further, brokers and other custodians, nominees, and fiduciaries will be requested to forward the Notice and printed proxy materials to their principals, and the Company will reimburse them for the expense of doing so.

~~Notice of Annual Meeting of Shareholders and 2020 Proxy Statement~~ | ~~H&R Block 2020 Proxy Statement 64~~

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HOW CAN I EXAMINE A LIST OF SHAREHOLDERS?

Shareholders at the close of business on the record date may examine a list of all shareholders as of the record date for ten days preceding the meeting, at our offices at One H&R Block Way, Kansas City, Missouri 64105, and electronically during the meeting at www.virtualshareholdermeeting.com/~~HRB2020~~HRB2022 when you enter the Control Number included on your proxy card, voting instruction card or Notice you received.

H&R Block, Inc. | Notice of Annual Meeting of Shareholders and 2022 Proxy Statement

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WHO SHOULD I CONTACT IF I HAVE QUESTIONS?

If you have questions about the Annual Meeting or voting (other than technical questions, which should be directed as noted above under the question “What if I have technical difficulties or trouble accessing the virtual meeting website?”), please contact our Corporate Secretary at (816) 854-4288 or by email to corporatesecretary@hrblock.com.

WHAT IS THE COMPANY’S INTERNET ADDRESS?

The Company’s internet address is www.hrblock.com. The Company’s filings with the SEC are available free of charge ~~via the “Investor Relations” link at this website (click~~ on the ~~“SEC Filings” link under the “Financial Info” tab),~~Company’s Investor Relations page at https://investors.hrblock.com/financial-information/sec-filings, and may also be found at the SEC’s website, www.sec.gov.

The Board of Directors knows of no other matters which will be presented at the meeting, but if other matters do properly come before the meeting, it is intended that the persons named in the proxy will vote according to their best judgment.

				By Order of the Board of Directors,

				~~SCOTT W. ANDREASEN~~KATHARINE M. HAYNES
				Vice President and Secretary

H&R Block, Inc. | Notice of Annual Meeting of Shareholders and ~~2020~~2022 Proxy Statement | ~~H&R Block 2020 Proxy Statement 65~~

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ANNEX A – NON-GAAP RECONCILIATIONS

We refer to certain non-GAAP financial measures in this proxy statement, including adjusted earnings per share and earnings before interest, taxes, depreciation, and amortization (EBITDA), which management believes provide additional meaningful information regarding the Company’s performance and financial strength. The following information provides reconciliations of the non-GAAP measures referenced in this Proxy Statement to the most directly comparable financial measures presented in accordance with accounting principles generally accepted in the United States (GAAP). All non-GAAP financial measures in this proxy statement are from continuing operations. Non-GAAP financial measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. Because these measures are not measures of financial performance under GAAP and are susceptible to varying calculations, they may not be comparable to similarly titled measures for other companies.

The following is a reconciliation of EBITDA and adjusted earnings per share from continuing operations, which are non-GAAP financial measures, for the years ended June 30, 2022 and June 30, 2019:

EBITDA	(in 000s)
Year Ended	June 30, 2022	June 30, 2019

Net income – as reported	$553,674	$420,699
Discontinued operations, net	(6,972)	(24,812)
Net income from continuing operations – as reported	560,646	445,511
Add back:
Income taxes	98,423	100,431
Interest expense	88,282	86,962
Depreciation and amortization	142,178	164,649
	328,883	352,042

EBITDA from continuing operations	$889,529	$797,553

Adjusted EPS	(in 000s, except per share amounts)
Year Ended	June 30, 2022	June 30, 2019

Net income from continuing operations – as reported	$560,646	$445,511
Adjustments:
Amortization of intangibles related to acquisitions (pretax)	56,292	62,883
Tax effect of adjustments⁽¹⁾	(13,358)	(15,147)
Adjusted net income from continuing operations	$603,580	$493,247

Diluted earnings per share from continuing operations – as reported	$3.26	$2.16
Adjustments, net of tax	0.25	0.23
Adjusted diluted earnings per share from continuing operations	$3.51	$2.39

(1)	The tax effect of adjustments is the difference between the tax provision calculation on a GAAP basis and on an adjusted non-GAAP basis.

H&R Block, Inc. | Notice of Annual Meeting of Shareholders and 2022 Proxy Statement

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AUDIT FEES			5552
PROPOSAL 2 – RATIFICATION OF APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			5653
PROPOSAL 3 – ADVISORY APPROVAL OF THE ~~COMAPANY’S~~COMPANY’S NAMED EXECUTIVE OFFICER COMPENSATION			5754
INFORMATION REGARDING SECURITY HOLDERS			5855
SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT			5855
PRINCIPAL SECURITY HOLDERS			5956
REVIEW OF RELATED PERSON TRANSACTIONS			5956
SHAREHOLDER PROPOSALS AND NOMINATIONS			6057
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING			6157
ANNEX A – NON-GAAP RECONCILIATIONS			63

Officers	Annual Base Salary ($)	% Increase from Fiscal Year 2019
Jeffrey J. Jones II	$995,000	0.0%
Tony G. Bowen	$600,000	9.1%
Thomas A. Gerke	$600,000	0.0%
Karen A. Orosco	$550,000	15.8%
Kellie J. Logerwell	$260,000	4.0%

Officers	Fiscal Year 2021 Salary ($)	% Increase from Fiscal Year 2020
Jeffrey J. Jones II	$995,000	0.0%
Tony G. Bowen	$600,000	0.0%
Thomas A. Gerke	$600,000	0.0%
Karen A. Orosco	$550,000	0.0%
Kellie J. Logerwell	$260,000	0.0%

Goal	Criteria	Threshold	Target	Maximum	Weight
Lay foundation for future growth	Revenue from Continuing Operations⁽¹⁾	$3,049.2	$3,176.3	$3,271.6	40%
Focus on ultimate performance of the Company as a whole	Pre-Tax Earnings from Continuing Operations⁽²⁾	$464.1	$510.0	$555.9	40%
Improve client trajectory	Market Share⁽³⁾	12.83%	13.33%	13.83%	20%

Officers	Fiscal Year 2020	Fiscal Year 2019
Jeffrey J. Jones II	125%	125%
Tony G. Bowen	90%	80%
Thomas A. Gerke	80%	80%
Karen A. Orosco	90%	80%
Kellie J. Logerwell	50%	50%

	Metric	Threshold	Target	Maximum
Each Fiscal Year of the May 1, 2017 – April 30, 2020 Performance Period⁽¹⁾	EBITDA Annual Growth⁽²⁾	-4.8%	2.1%	10.9%
EBITDA Factor⁽³⁾		0.0%	100.0%	200.0%

	EBITDA Annual Growth	EBITDA Factor (Mr. Jones)	EBITDA Factor (Other NEOs)
Fiscal Year 2018⁽¹⁾	4.1%	103.9%	105.6%
Fiscal Year 2019	Below Threshold	0.0%	0.0%
Fiscal Year 2020	Below Threshold	0.0%	0.0%
EBITDA Percentage		34.6.%	35.2%

Officers	MSUs Outstanding (#)⁽¹⁾		Performance Percentage		Actual Shares Received (#)
Jeffrey J. Jones II	40,622.1	x	0.0%	=	0
Tony G. Bowen	9,697.2	x	0.0%	=	0
Thomas A. Gerke	24,240.6	x	0.0%	=	0
Karen A. Orosco	7,758.0	x	0.0%	=	0
Kellie J. Logerwell	2,424.9	x	0.0%	=	0

Name and Principal Position	Fiscal Year⁽¹⁾	Salary ($)⁽²⁾	Bonus ($)	Stock Awards ($)⁽³⁾	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)⁽⁴⁾	All Other Compensation ($)⁽⁵⁾	Total ($)
Jeffrey J. Jones II, President and Chief Executive Officer	2020	1,000,467	—	5,500,063	—	401,731	18,938	6,921,199
	2019	997,734	—	5,500,027	—	1,317,131	689,128	8,504,020
	2018	697,047	950,000	7,937,065	1,375,003	941,420	34,615	11,935,150
Tony G. Bowen, Chief Financial Officer	2020	595,192	—	1,300,068	—	174,420	20,748	2,090,428
	2019	539,973	—	1,000,051	—	465,960	14,489	2,020,473
	2018	470,989	—	1,000,074	—	419,328	14,095	1,904,486
Thomas A. Gerke, General Counsel and Chief Administrative Officer	2020	603,297	—	1,100,038	—	155,040	19,311	1,877,686
	2019	601,648	—	1,100,043	—	508,320	14,689	2,224,700
	2018	773,846	—	2,500,004	—	982,800	13,248	4,269,898
Karen A. Orosco, Senior Vice President, U.S. Retail⁽⁶⁾	2020	540,865	—	1,100,038	—	159,885	20,344	1,821,132
Karen A. Orosco, Senior Vice President, U.S. Retail⁽⁶⁾	2019	461,470	—	900,035	—	402,420	14,304	1,778,229
Kellie J. Logerwell, Vice President and Chief Accounting Officer	2020	259,808	—	250,069	—	41,990	16,136	568,003
	2019	249,038	—	250,044	—	132,375	12,531	643,988
	2018	239,468	—	250,059	—	117,936	12,284	619,747

Name of Executive	Executive Contributions in Last FY ($)	Registrant Contributions in Last FY ($)	Aggregate Earnings (Loss) in Last FY ($)⁽¹⁾	Aggregate Withdrawals/ Distributions ($)	Aggregate Balance at Last FYE ($)⁽²⁾
Jones	127,437	132,603	(6,276)	—	255,018
Bowen	—	—	—	—	—
Gerke	—	—	—	—	—
Orosco	—	—	—	—	—
Logerwell	—	—	—	—	—

The Board unanimously recommends a vote FOR the election of each nominee

PROPOSAL 1 – ELECTION OF DIRECTORS

~~The Company’s Amended~~Our Articles and ~~Restated Articles of Incorporation (the “Articles”) and Amended and Restated~~ Bylaws ~~(the “Bylaws”)~~ provide that the ~~number~~Board will be made up of ~~directors~~seven to ~~constitute the Board of Directors shall not be fewer than seven nor more than~~ 12 members, with the exact number ~~to be fixed~~set by ~~a resolution adopted by the affirmative vote of~~ a majority of the entire Board. The Board of Directors currently consists of 11ten directors who are elected annually. ~~Ten current members of the Board~~

~~are standing for re-election.~~ As previously, disclosed, ~~Angela N. Archon~~Christianna Wood informed the Board on ~~July 15, 2020~~August 16, 2022 of her decision not to stand for re-election following the completion of her term at the Annual Meeting. Therefore, in connection with the Annual Meeting, the Board

has nominated nine directors for election to serve until next year’s annual meeting and has set the number of directors that constitute the Board at nine, effective upon the commencement of the Annual Meeting. Proxies cannot be voted for a greater number of persons than the number of nominees set forth in this Proposal 1.