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H&R Block (HRB) directors Gerard and Winter to retire at 2026 meeting

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

H&R Block, Inc. reported that directors Robert A. Gerard and Matthew E. Winter each notified the Board on August 12, 2026 of their intention to retire from the Board and not stand for re-election at the 2026 Annual Meeting of Shareholders.

The company states that their decisions are not the result of any disagreement with H&R Block regarding operations, policies, or practices. Both directors will continue to serve until the Annual Meeting in November 2026. Board Chairman Richard A. Johnson highlighted Gerard’s long tenure as Chairman and Winter’s leadership of the Compensation Committee, emphasizing their significant contributions to governance, executive compensation, and leadership oversight.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Notification date August 12, 2026 Date Gerard and Winter informed the Board of their intention to retire
Annual Meeting timing November 2026 Month and year of the 2026 Annual Meeting of Shareholders
Prior Chairman tenure almost 14 years Period Robert A. Gerard served as Chairman of the Board
Annual Meeting of Shareholders regulatory
"will not stand for re-election as directors of the Company at the 2026 Annual Meeting of Shareholders"
A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.
Compensation Committee financial
"an outstanding Chair of our Compensation Committee for many years"
A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.
Emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

What board changes did H&R Block (HRB) disclose on August 12, 2026?
H&R Block disclosed that Robert A. Gerard and Matthew E. Winter plan to retire from the Board and will not stand for re-election at the 2026 Annual Meeting of Shareholders, while continuing to serve until the meeting in November 2026.

When will the retiring H&R Block (HRB) directors leave the Board?
Both Robert A. Gerard and Matthew E. Winter will continue to serve as H&R Block directors until the 2026 Annual Meeting of Shareholders in November 2026, after which they will retire and no longer serve on the Board.

What roles have the retiring H&R Block (HRB) directors held on the Board?
Robert A. Gerard previously served as Chairman for almost 14 years, guiding the Board through key periods. Matthew E. Winter has been the longtime Chair of the Compensation Committee, overseeing executive compensation, leadership development, and talent oversight matters.

Who commented on the H&R Block (HRB) director retirements and what was emphasized?
Board Chairman Richard A. Johnson praised Bob Gerard’s wisdom, leadership, and long service, and highlighted Matt Winter’s thoughtful and balanced approach as Compensation Committee Chair, emphasizing their lasting contributions to the company’s governance.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →
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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): August 12, 2026

H&R BLOCK, INC.
(Exact name of registrant as specified in charter)
Missouri1-0608944-0607856
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, without par valueHRBNew 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 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On August 12, 2026, each of Robert A. Gerard and Matthew E. Winter notified the Board of Directors (the “Board”) of H&R Block, Inc. (the “Company”) that they intend to retire from the Board and will not stand for re-election as directors of the Company at the 2026 Annual Meeting of Shareholders (the “Annual Meeting”). Their decisions not to stand for re-election are not the result of any disagreement with the Company on any matter related to the Company’s operations, policies, or practices. Mr. Gerard and Mr. Winter will continue to serve as directors of the Company until the 2026 Annual Meeting in November.

Richard A. Johnson, Chairman of the Board, said:

“Bob’s contributions to the Company over his years of service have been extraordinary. As Chairman for almost 14 years, he led the Board through important periods in the Company’s evolution. His wisdom, leadership, and unwavering commitment to the Company have left a lasting mark, and we are sincerely grateful for his service.”

“Matt has been a trusted colleague and an outstanding Chair of our Compensation Committee for many years. He has brought a thoughtful and balanced perspective to some of the Board’s most important decisions relating to executive compensation, leadership development, and talent oversight. We appreciate his dedication, judgment, and valued contributions to the Company.”






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:August 14, 2026By:
/s/ Katharine M. Haynes
Katharine M. Haynes
Vice President and Corporate Secretary


Source: View Original Filing on SEC EDGAR

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