While AI has only recently commanded widespread attention through the release of ChatGPT and other generative AI platforms, AI has in fact been an integral element of our technology roadmap for some time. Recently, we became part of Microsoft’s AI 100, resulting in an industry-leading partnership with Microsoft to leverage its Azure OpenAI services and leading generative AI technology. Though we have been building in-house capabilities for some time, we believe we can further accelerate our progress by leveraging the most dangerousadvanced AI models in the world while continuing to keep data security a top priority. In the early stages of our partnership with Microsoft, we expect to develop and significant public health crisisdeploy advanced approaches using generative AI to fuel faster and better experiences for taxpayers. We will initially be focused on two areas. First, using generative AI to reduce expenses and increase productivity, and second, to deliver enhanced customer experiences.

And that’s only the beginning. As we grow and expand our services to small business and broaden our financial products base, generative AI is likely to be a valuable tool. It is an exciting time to be in more than a century, one that has afflicted more than 4 million Americans and caused over 150,000 deaths. Essential measures to deal with the crisis have inevitably led to the most substantial economic decline since the Great Depression. Meanwhile,businesses we are individuallyin and as a nation, confronting the consequences of senseless acts of racial injustice.

A few more items. We continue to be aggressive in returning capital to you, our shareholders. For the traditional tax season) the federal government announced that for the first time since the establishmentsecond fiscal year in a row, we repurchased $550 million of the income tax in 1913, the tax filing deadlinestock and just last month increased our quarterly dividend by an additional 10%, which would be extended beyond April 15$1.28/share on an annual basis. The solid performance of our stock in a volatile and often confusing market reflects both the strength of our businesses as well as these capital allocation policies. But another key factor has been a significant improvement in our ongoing communication with our shareholders and potential investors. I would encourage all of you to July 15. Our nationwide Assisted Tax infrastructure, built since its inceptionvisit our investor relations website: investors.hrblock.com.

Like most of corporate America, our Annual Meeting is completely virtual and will remain so in the 1950s around a three month tax season, had to respond quickly to a tax season twice as long.

As always, I will conclude by thanking all of you for your confidence inthe entire H&R Block community—the Board, Senior Management, our company. TheseAssociates, and our Franchisees—sincerely appreciate the support you—our shareholders—provide. We 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.most thankful.

This proxy statement is furnishedprovided 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, 2020Friday, November 3, 2023 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, weWe are holding our annual meetingthe 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.HRB2023.

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 21, 2023.

At H&R Block, our purposePurpose is to provide help and inspire confidence in our clients and communities everywhere. As part of this Purpose, we believe in doing our part to be a responsible corporate citizen, which has been a part of our culture and aspirations from the very beginning. We have been truecontinue to this purpose sincelive out Henry and Richard Bloch foundedBloch’s legacy of service, develop new solutions and experiences that help ease the Company in 1955. 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 our tax preparation services in Canada and Australia.

We are proud of our business. Wethe progress we have made significant progress toward this objective and were on track to deliverthe path we are on. For more information on our financial outlook before we were faced with challenges beyond anything we have experienced due to the disruption caused by the COVID-19 pandemic.

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.

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 NominatingG&N Committee is responsible for identifying, screening, and recommending director candidates for Board membership to the entire Board. The Governance and NominatingG&N 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 areas 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 NominatingG&N 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 NominatingG&N Committee may use the services of consultants or a search firm. The Governance and NominatingG&N 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 NominatingG&N Committee may conduct interviews with the candidate or request additional information from the candidate. The Governance and NominatingG&N 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

When evaluating potential director nominees, the Governance and NominatingG&N 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 NominatingG&N Committee and Board rely upon when determining whether to nominate an individual for election are the following:

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 20202023 fiscal year, the Board of Directors held teneight meetings. During the 20202023 fiscal year, each of the incumbent directorsdirector attended at least 75% of the aggregate total number of meetings of the Board of Directors and Board committees of which he or shethe director was a member. OurOverall, our incumbent directors attended over 98%96% of theall Board of Directors meetings and applicable Board committee meetings held during the 20202023 fiscal year.

The standing committees of the Board are the Audit Committee, the Compensation Committee, the Governance and NominatingG&N 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.

The Board considers and determines non-employee director compensation each year, taking into account recommendations from the Governance and NominatingG&N Committee. The Governance and NominatingG&N Committee formulatesforms 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 ourthe process for determining our peer group of companies can be found beginning on page 3733). Management, in consultation with the Compensation Committee’s independent compensation consultant, assists the Governance and NominatingG&N Committee in its review by accumulating and summarizing market data pertaining toon director compensation levels and practices at our peer group of companies and reviewing external survey sources, and conducting its own custom research.sources.

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. Whenaccumulate 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,November 4, 2022, DSUs approximately equal in value to $150,000$190,000 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.November 4, 2022 and ending at the 2023 Annual Meeting on November 3, 2023. In addition, DSUs approximately equal in value to $200,000 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.November 4, 2022 and ending at the 2023 Annual Meeting on November 3, 2023.

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-employeeour 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.

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, butand are subject to regular assessment and refinement asby the Board.

The Board believes that establishing and maintaining a constructive evaluation process is essential to maintaining Board effectiveness and best interests of the Company and our shareholders.

This process is aided by a written framework used to facilitate the evaluations are conducted in separate interviews by an independent third party who compilesdiscussions. The framework is updated annually to reflect new developments and areas of focus as the responses into a report for the GovernanceG&N Committee determines appropriate and Nominating Committee. In addition toencompass many factors, including Board performance, the annual interview includes questions regarding the performance of the individual Board memberssize, structure, succession and the committees, of the Board. Results of all evaluations are discussed at appropriate Committee meetingsas well as meeting cadence and with the full Board.Board-Management communication.

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, beforeBefore serving on the board of another public company, directors are required to give prior notice to the Board. The Chief Executive OfficerCEO 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.

The Company’s Bylaws provide that any incumbent director who is not elected by a majority of shares entitled to vote on theirthe election and represented in person or by proxy shallmust promptly tender his or heran 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 NominatingG&N 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 thethat 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 NominatingG&N Committee in making its recommendation, and the Board in making its decision, may consider any factors or other information that it considersconsidered appropriate and relevant.relevant in making their respective decisions. The director who tenders his or herthe 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 hersuch 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 shallmust tender his or hera resignation from the Board for consideration by the Governance and NominatingG&N Committee. The Governance and NominatingG&N 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.

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.