H&R Block Inc 8-K, filed Nov 3, 2023
H&R Block Inc (HRB)
8-K
2023-11-03
For: 2023-11-03
View Original
Added on
April 07, 2026
About this 8-K
H&R Block Inc filed this 8-K on November 3, 2023.
Items reported
- Item 5.07: Shareholder vote results
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): November 3, 2023
(Exact name of registrant as specified in charter)
| (State or other jurisdiction of | (Commission File Number) | (I.R.S. Employer | ||||||
| incorporation or organization) | Identification No.) | |||||||
(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):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
(a)The 2023 annual meeting of shareholders (the “Annual Meeting”) of H&R Block, Inc. (the “Company”) was held on November 3, 2023.
(b)The final 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 | ||||||||||
| Sean H. Cohan | 116,967,425 | 836,260 | 210,803 | 11,359,449 | ||||||||||
| Robert A. Gerard | 115,245,133 | 2,563,691 | 205,664 | 11,359,449 | ||||||||||
| Anuradha (Anu) Gupta | 116,434,768 | 1,298,355 | 281,365 | 11,359,449 | ||||||||||
| Richard A. Johnson | 117,209,596 | 599,938 | 204,954 | 11,359,449 | ||||||||||
| Jeffrey J. Jones II | 117,357,819 | 455,516 | 201,153 | 11,359,449 | ||||||||||
| Mia F. Mends | 116,618,518 | 1,136,690 | 259,280 | 11,359,449 | ||||||||||
| Yolande G. Piazza | 117,157,876 | 662,184 | 194,428 | 11,359,449 | ||||||||||
| Victoria J. Reich | 115,531,554 | 2,290,114 | 192,820 | 11,359,449 | ||||||||||
| Matthew E. Winter | 117,179,425 | 629,657 | 205,406 | 11,359,449 | ||||||||||
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 June 30, 2024 was approved as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 128,414,454 | 688,324 | 271,159 | — | ||||||||
3) The advisory proposal on the Company’s named executive officer compensation was approved as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 115,563,894 | 1,730,638 | 719,956 | 11,359,449 | ||||||||
4) In the advisory proposal on the frequency of holding future advisory votes on the Company’s named executive officer compensation, the shareholders recommended annual frequency as follows:
| One Year | Two Years | Three Years | Abstentions | Broker Non-Votes | ||||||||||
| 115,854,750 | 148,858 | 1,768,367 | 242,513 | 11,359,449 | ||||||||||
Based on the voting results set forth above, the Board of Directors (the “Board”) has determined that future advisory votes by the Company’s shareholders on the Company’s named executive officer compensation will be conducted on an annual basis, until the next required non-binding advisory vote on this matter, which will be no later than the Company’s annual meeting of shareholders in 2029, or until the Board elects to implement a different frequency for such vote.
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: | November 3, 2023 | By: | /s/ Katharine M. Haynes | ||||||||
Katharine M. Haynes | |||||||||||
| Vice President and Corporate Secretary | |||||||||||