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 9, 2021September 11, 2023 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.

And that’s only the beginning. As we grow and expand our nation beginsservices to emerge fromsmall business and broaden our financial products base, generative AI is likely to be a valuable tool. It is an exciting time to be in the COVID-19 pandemic, I am pleasedbusinesses we are in and the Board is really proud of the way Jeff and his team are leaning into this technology.

A few more items. We continue to report thatbe aggressive in returning capital to you, our company had its best overallshareholders. For the second fiscal year in more than a decade. Basedrow, we repurchased $550 million of stock and just last month increased our quarterly dividend by an additional 10%, which would be $1.28/share on activity through May 18,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 account for the extended tax season 2021, we grew market share, both overallvisit our investor relations website: investors.hrblock.com.

Like most of corporate America, our Annual Meeting is completely virtual and will remain so in the Assisted tax category; DIY revenue increased year over year; we continued to broaden and improve our digital services for both assisted and DIY customers; and Wave revenue growth returned to pre-pandemic levels.

As always, the entire H&R Block community collaborated to ensure thatcommunity—the Board, Senior Management, our over 20 million US tax customers promptly received not only their refunds, but also—very importantly—Associates, and our Franchisees—sincerely appreciate the stimulus payments which have proven so critical to support you—our nation’s economic recovery. I know all of you will join me in conveying our sincere thanks to our CEO Jeff Jones, his senior management team, and the rest of our outstanding organization.

This proxy statement is provided in connection with the solicitation of proxies by the Board of H&R Block, Inc., a Missouri corporation (“H&R Block” or the “Company” or “we”), for use at the Annual Meeting to be held virtually on Thursday, September 9, 2021Friday, November 3, 2023 at 8:00 a.m. Central Time. References to the Annual Meeting in this proxy statement include any adjournment or postponement thereof. We are holding the Annual Meeting solely by means of remote 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/HRB2021.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 6257 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 29, 2021.September 21, 2023.

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. Block Horizons 2025 focuses on the following three strategic imperatives:

SinceThough the industry experienced headwinds this year due to more stimulus filers rolling off than anticipated and tax deadline extensions in several states, including California, our Investor Day in December 2020 at which we laid out ourprogress across each Block Horizons strategy, we have been executing acrossstrategic imperative and our three strategic imperatives, as follows:

Considering full tax season 2021 results (January 1, 2021 through May 18, 2021),In addition, we achieved strong volume results, increasing the numberalso repurchased approximately 9% of U.S. Assisted e-filed returns filed by approximately 7.3% and total U.S. e-filed returns by approximately 3.8% when compared to the full tax season 2020 (January 1, 2020 through July 15, 2020, normalized for typical mid-May through mid-July volumes). We estimate we gained approximately 0.3%shares outstanding at an average price of total market$37.59 per share when compared to last year’s completed tax season. In the Assisted category, we estimate we gained approximately 0.7% share.in fiscal year 2023.

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 NominatingG&N 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.

The Board has nominated Sean H. Cohan, Robert A. Gerard, Anuradha (Anu) Gupta, Richard A. Johnson, Jeffrey J. Jones II, Mia F. Mends, Yolande G. Piazza, Victoria J. Reich, 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 between annual meetings of shareholders. The Governance and NominatingG&N Committee is responsible for identifying, screening, and recommending director candidates 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 as described 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 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.

When evaluating potential director nominees, the Governance and NominatingG&N Committee considers each individual’s professional experience, areas of expertise, and educational 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 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 the nominee’s experiences, qualifications, and skills.

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 5955.

The Board of Directors is responsible for overseeing and providing policy guidance on the Company’s business and affairs. During the 20212023 fiscal year, the Board of Directors held sixeight meetings. During the 20212023 fiscal year, each incumbent director attended at least 75% of the aggregate total number of meetings of the Board of Directors and Board committees of which the director was a member. OurOverall, our incumbent directors attended over 99%96% of theall Board of Directors meetings and applicable Board committee meetings held during the 20212023 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 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 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 the process for determining our peer group of companies can be found on page 3933). 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 on director compensation levels and practices at our peer group of companies and reviewing external survey sources.

DSU awards are fully vested on the grant date. Vested DSUs are held in a deferred compensation account and become payable, in shares of common stock, on the six-month anniversary of termination of service as a director. However, if a non-employee director dies prior to the payment, 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 accumulate and are paid when the DSUs otherwise become payable.

On September 10, 2020,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 10, 2020.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 10, 2020.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 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.

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, and are subject to regular assessment and refinement by the Board.