UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
______________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): September 13, 2011
H&R BLOCK, INC.
(Exact name of registrant as specified in charter)
Missouri (State of Incorporation) | 1-6089 (Commission File Number) | 44-0607856 (I.R.S. Employer Identification Number) |
One H&R Block Way, Kansas City, MO 64105
(Address of Principal Executive Offices) (Zip Code)
(816) 854-3000
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
| Item 1.01. | Entry into a Material Definitive Agreement. |
In connection with the election of Paul J. Brown, Marvin R. Ellison, Victoria J. Reich and James F. Wright to its Board of Directors (See Item 5.07 below), H&R Block, Inc. (the “Company”) will enter into its standard form of Indemnification Agreement for Directors with Mr. Brown, Mr. Ellison, Ms. Reich and Mr. Wright.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
| (a) | The 2011 annual meeting of shareholders of the Company was held on September 14, 2011. |
| (b) | The voting results of the proposals submitted to a vote of the Company’s shareholders at the annual meeting are set forth below. |
| 1) | Each of the following nominees for director was elected to serve until the next annual meeting of shareholders or until a respective successor is elected and qualified: |
| Director Name | Votes For | Votes Against | Abstentions | Broker Non-Votes |
| Paul J. Brown | 241,593,453 | 1,590,984 | 466,112 | 22,255,111 |
| William C. Cobb | 241,649,558 | 1,542,130 | 458,861 | 22,255,111 |
| Marvin R. Ellison | 241,597,838 | 1,589,448 | 463,263 | 22,255,111 |
| Robert A. Gerard | 227,539,177 | 15,646,432 | 464,940 | 22,255,111 |
| David Baker Lewis | 240,234,848 | 2,948,042 | 467,659 | 22,255,111 |
| Victoria J. Reich | 241,648,876 | 1,541,705 | 459,968 | 22,255,111 |
| Bruce C. Rohde | 228,446,996 | 14,726,119 | 477,434 | 22,255,111 |
| Tom D. Seip | 216,091,729 | 27,101,063 | 457,757 | 22,255,111 |
| Christianna Wood | 239,768,247 | 3,421,754 | 460,548 | 22,255,111 |
| James F. Wright | 241,620,792 | 1,549,951 | 479,806 | 22,255,111 |
| 2) | The advisory proposal on the Company’s executive compensation was approved as follows: |
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 211,779,246 | 30,499,050 | 1,372,253 | 22,255,111 |
| 3) | The advisory vote on the frequency of future advisory votes on the Company’s executive compensation was approved for 1 Year as follows: |
| 1 Year | 2 Years | 3 Years | Abstentions | Broker Non-Votes |
| 219,997,357 | 582,306 | 22,141,382 | 929,504 | 22,255,111 |
| 4) | The proposal for the approval of an amendment to the 2008 Deferred Stock Unit Plan for Outside Directors to increase the aggregate number of shares of Common Stock issuable under the Plan by 600,000 shares, from 300,000 shares to 900,000 shares, was approved as follows: |
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 213,784,604 | 29,436,094 | 429,851 | 22,255,111 |
| 5) | The proposal for the approval of the material terms of performance goals for performance shares issued pursuant to the 2003 Long-Term Executive Compensation Plan was approved as follows: |
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 226,738,244 | 16,452,332 | 459,973 | 22,255,111 |
| 6) | The proposal for the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent accountants for the fiscal year ending April 30, 2012 was approved as follows: |
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 264,789,359 | 790,990 | 325,311 | 0 |
| (d) | In accordance with the recommendation of the Board of Directors and the voting results of the shareholders of the Company, the Company will include an advisory vote on executive compensation in its proxy materials once every year. |
On September 13, 2011, the Company issued a press release, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
| Exhibit Number | Description |
| |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | H&R BLOCK, INC. |
| | |
| Date: September 15, 2011 | By:/s/ Andrew J. Somora |
| | Andrew J. Somora |
| | Secretary |
EXHIBIT INDEX
