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, 2012
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 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On September 13, 2012, the Board of Directors of the Company adopted the Amended and Restated Bylaws of the Company (the “Bylaws”), effective immediately upon adoption, to supersede and replace the existing bylaws of the Company. Section 38 was amended to delete references to earned surplus, earnings and liquidating dividends in order to clarify that the board of directors may declare dividends to the extent and in the manner provided by law. As a result of the amendment, Section 38, in its entirety, reads as follows:
Dividends. Dividends upon the shares of stock of the corporation, subject to any applicable provisions of the Articles of Incorporation and of any applicable laws or statutes, may be declared by the board of directors at any regular or special meeting. Dividends may be paid in cash, in property, or in shares of its stock and to the extent and in the manner provided by law.
The foregoing description of the amendment to the Company’s Bylaws is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws of the Company, a copy of which is filed as Exhibit 3.1 hereto and incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
| (a) | The 2012 annual meeting of shareholders of the Company was held on September 13, 2012. |
| (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 | 205,465,077 | 2,983,862 | 278,802 | 22,468,812 |
| William C. Cobb | 205,369,838 | 3,082,845 | 275,058 | 22,468,812 |
| Marvin R. Ellison | 202,292,089 | 6,139,475 | 296,177 | 22,468,812 |
| Robert A. Gerard | 205,354,601 | 3,028,519 | 344,621 | 22,468,812 |
| David Baker Lewis | 207,487,178 | 987,400 | 273,163 | 22,468,812 |
| Victoria J. Reich | 205,516,555 | 2,937,542 | 273,644 | 22,468,812 |
| Bruce C. Rohde | 203,965,503 | 4,483,510 | 278,728 | 22,468,812 |
| Tom D. Seip | 193,001,448 | 15,432,260 | 294,033 | 22,468,812 |
| Christianna Wood | 205,400,725 | 3,049,441 | 277,575 | 22,468,812 |
| James F. Wright | 204,015,212 | 4,438,612 | 273,917 | 22,468,812 |
| 2) | The proposal for the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending April 30, 2013 was approved as follows: |
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 229,899,720 | 793,880 | 502,953 | -0- |
| 3) | The advisory proposal on the Company's named executive officer compensation was approved as follows: |
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 188,694,679 | 17,765,139 | 2,267,923 | 22,468,812 |
| 4) | The proposal for the approval of the 2013 Long-Term Incentive Plan was approved as follows: |
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 172,790,195 | 35,494,691 | 442,855 | 22,468,812 |
| 5) | The proposal for the approval of the Amended and Restated 2000 Employee Stock Purchase Plan was approved as follows: |
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 203,257,589 | 4,183,523 | 1,286,629 | 22,468,812 |
| 6) | The shareholder proposal concerning proxy access was not approved as follows: |
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 17,135,091 | 191,039,878 | 552,772 | 22,468,812 |
| Item 9.01. | Financial Statements and Exhibits. |
(d) 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 14, 2012 | By:/s/ Scott W. Andreasen |
| | Scott W. Andreasen |
| | Vice President and Secretary |
EXHIBIT INDEX
