Independent
Tenure on this board
0.7 yrs
9 nominees · 5 ballot items.
Shareholders will vote on the election of nine directors, ratification of Deloitte & Touche LLP as independent auditor, advisory approval of named executive officer compensation, approval of the 2026 Long Term Incentive Plan, and any other business properly brought before the meeting.
Elect Geralyn R. Breig, Curtis A. Campbell, Christian H. Charnaux, Sean H. Cohan, Anuradha (Anu) Gupta, Richard A. Johnson, Mia F. Mends, Stephanie C. Plaines, and Victoria J. Reich to serve as directors until the next annual meeting.
Ratify the Audit Committee’s appointment of Deloitte & Touche LLP as H&R Block’s independent registered public accounting firm for the fiscal year ending June 30, 2027.
Approve, on a non-binding advisory basis, the compensation paid to H&R Block’s named executive officers as disclosed in the Compensation Discussion and Analysis, compensation tables, narrative discussion, and related proxy disclosure.
Proposal 3 asks shareholders to approve, on an advisory and non-binding basis, the compensation paid to H&R Block’s named executive officers. The vote covers the Compensation Discussion and Analysis, the Summary Compensation Table, accompanying executive compensation tables, narrative discussion, and related disclosure in the proxy statement. The proposal is required under Section 14A of the Exchange Act and the Dodd-Frank Act. Management frames the program as performance-oriented, using short-term incentives and long-term equity to link executive outcomes to financial and strategic performance. The program also emphasizes shareholder alignment through performance share units, restricted share units, stock ownership requirements, clawback provisions, and limits on risk-taking. The fiscal 2026 program operated during a CEO transition from Jeffrey Jones to Curtis Campbell, which produced promotion, transition, and retention-related compensation arrangements described in the proxy statement. H&R Block reports strong prior shareholder support, with approximately 96% of votes cast favoring the fiscal 2025 compensation proposal. The advisory nature of the vote means it is not binding on the Company, the Board, or the Compensation Committee. Nevertheless, the Compensation Committee states that it will consider the outcome when evaluating future executive compensation arrangements, and the Board unanimously recommends a vote FOR.
Approve adoption of the 2026 Long Term Incentive Plan, which will replace the 2018 Plan for new grants and reserve up to 6,500,000 shares, subject to specified adjustments and share recycling limits.
Proposal 4 asks shareholders to approve H&R Block’s 2026 Long Term Incentive Plan. The plan would replace the 2018 Plan for new equity grants and become effective one business day after shareholder approval. It would authorize 6.5 million shares, reduced by shares subject to awards granted under prior plans after September 11, 2026. Outstanding awards under the prior plans would remain governed by their existing terms, while no new awards would be made under the 2018 Plan after the transition. Management seeks approval because equity compensation is a major tool for aligning executives and other eligible participants with long-term shareholder value. The stated objectives include attracting and retaining talent, rewarding long-term financial and strategic performance, and discouraging excessive short-term focus. The plan includes governance features such as minimum vesting periods, prohibitions on repricing without shareholder approval, fair-market-value exercise prices, limits on share recycling, deferred dividend-equivalent payments, clawback applicability, and a $750,000 non-employee director compensation cap. H&R Block estimates that the proposed reserve would support at least five years of grants based on recent usage, while acknowledging that future share use depends on grant values, stock price, recipients, performance payouts, and forfeitures. The Board and Compensation Committee, supported by the independent consultant CAP LLC, concluded that the share reserve is reasonable and appropriate, and the Board unanimously recommends voting FOR.
Transact any other business that may properly come before the Annual Meeting or any adjournment or postponement.
This item permits consideration of other business that may properly come before the Annual Meeting or any adjournment or postponement. It is a standard discretionary proxy item rather than a specific substantive proposal submitted for shareholder approval. The proxy materials state that the Board knows of no other matters expected to be presented. If another proper matter arises, the appointed proxies may vote according to their best judgment. The proxy card similarly authorizes the proxies to use their discretion on such matters. The filing does not identify a proponent, detailed subject matter, or separate management position for any hypothetical item. Any matter would still be subject to applicable procedural, notice, and voting requirements. The Company’s shareholder-proposal and nomination section describes deadlines and requirements for matters brought by shareholders. The Chair may exclude matters not properly presented under those requirements. Because no actual additional matter is disclosed, shareholders cannot evaluate a defined policy, transaction, or governance change under this item. No separate FOR or AGAINST recommendation is provided.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 8.21% | 10,121,302 | $385M |
| 2 | AQR CAPITAL MANAGEMENT LLC | 7.70% | 9,487,405 | $361M |
| 3 | FMR LLC | 6.02% | 7,414,894 | $282M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.04% | 6,210,650 | $237M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.63% | 5,713,146 | $218M |
| 6 | FMR LLC | 3.41% | 4,206,733 | $160M |
| 7 | STATE STREET CORP | 3.37% | 4,157,916 | $160M |
| 8 | BlackRock, Inc. | 3.29% | 4,052,122 | $154M |
| 9 | FULLER & THALER ASSET MANAGEMENT, INC. | 3.23% | 3,975,923 | $151M |
| 10 | FMR LLC | 2.63% | 3,244,894 | $124M |
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