[8-K] H&R BLOCK INC Reports Material Event

Rhea-AI Filing Summary

H&R Block (HRB) reported results from its 2025 annual meeting held on November 5, 2025. Shareholders elected eight directors to one-year terms and ratified Deloitte & Touche LLP as independent auditor for the fiscal year ending June 30, 2026.

Auditor ratification received 112,261,671 votes for, with 655,341 against and 271,933 abstentions. The advisory vote on named executive officer compensation passed with 99,595,441 votes for, 3,305,513 against, and 345,602 abstentions. Director nominees each received strong support; for example, Jeffrey J. Jones II received 102,016,216 votes for, while Mia F. Mends received 102,464,635 votes for. Broker non-votes on relevant items totaled 9,942,389.

These outcomes confirm the board slate, auditor selection, and compensation program as supported by voting shareholders.

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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 5, 2025

H&R BLOCK, INC.

(Exact name of registrant as specified in charter)

Missouri			1-06089			44-0607856
(State or other jurisdiction of			(Commission File Number)			(I.R.S. Employer
incorporation or organization)						Identification No.)

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, without par value			HRB			New York Stock Exchange

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 2025 annual meeting of shareholders (the “Annual Meeting”) of H&R Block, Inc. (the “Company”) was held on November 5, 2025.

(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			101,673,968			1,386,944			185,644			9,942,389
Robert A. Gerard			100,741,824			2,303,561			201,171			9,942,389
Anuradha (Anu) Gupta			101,915,239			1,082,622			248,695			9,942,389
Richard A. Johnson			101,627,178			1,441,509			177,869			9,942,389
Jeffrey J. Jones II			102,016,216			1,055,374			174,966			9,942,389
Mia F. Mends			102,464,635			531,661			250,260			9,942,389
Victoria J. Reich			101,252,829			1,820,024			173,703			9,942,389
Matthew E. Winter			102,008,820			1,039,608			198,128			9,942,389

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, 2026 was approved as follows:

Votes For			Votes Against			Abstentions			Broker Non-Votes
112,261,671			655,341			271,933			—

3)     The advisory proposal on the Company’s named executive officer compensation was approved as follows:

Votes For			Votes Against			Abstentions			Broker Non-Votes
99,595,441			3,305,513			345,602			9,942,389

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 10, 2025			By:			/s/ Katharine M. Haynes
									Katharine M. Haynes
									Vice President and Corporate Secretary

FAQ

What did HRB shareholders approve at the 2025 annual meeting?

Shareholders elected eight directors, ratified Deloitte & Touche LLP as auditor for the fiscal year ending June 30, 2026, and approved the advisory say-on-pay proposal.

How many votes supported HRB’s auditor ratification?

Auditor ratification received 112,261,671 votes for, 655,341 against, and 271,933 abstentions.

What were the say-on-pay results for HRB (HRB)?

The advisory vote on named executive officer compensation passed with 99,595,441 votes for, 3,305,513 against, and 345,602 abstentions.

Which directors were elected at HRB’s 2025 meeting?

Sean H. Cohan, Robert A. Gerard, Anuradha (Anu) Gupta, Richard A. Johnson, Jeffrey J. Jones II, Mia F. Mends, Victoria J. Reich, and Matthew E. Winter.

When was H&R Block’s 2025 annual meeting held?

The meeting was held on November 5, 2025.

Were there broker non-votes on HRB proposals?

Yes. Broker non-votes totaled 9,942,389 where applicable.