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): May 4, 2010
H&R BLOCK, INC.
(Exact name of registrant as specified in charter)
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| Missouri
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1-6089
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44-0607856 |
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(Commission File Number)
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(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On May 4, 2010, H&R Block Management, LLC (“H&R Block”), a subsidiary of H&R Block, Inc. (the
“Company”), entered into a Separation and Release Agreement with Becky Shulman (the “Separation
Agreement”), in connection with Ms. Shulman’s departure from H&R Block effective April 30, 2010
(the “Separation Date”), as previously reported in a Current Report on Form 8-K filed on April 12,
2010.
Pursuant to the Separation Agreement, Ms. Shulman’s separation of employment is treated as a
“qualifying termination” under the H&R Block Severance Plan entitling her to the following
benefits: (i) a lump-sum cash severance payment of $610,560, and (ii) a lump-sum payment of
$10,219, equaling 12 months of COBRA premiums approximating non-employee-paid health and welfare
benefits.
The Separation Agreement also provides for: (i) full vesting for 148,725 outstanding stock options
not previously vested; (ii) certain specified outstanding stock options granted previously to Ms.
Shulman to remain exercisable through a date to be elected by Ms. Shulman on or before the
Separation Date; (iii) termination of restrictions on 720 shares of previously granted restricted
stock, resulting in such shares becoming fully vested; (iv) a payout of approximately 8,138
performance shares (pro-rated) based on the Company’s performance against previously established
performance-goals for the 2007 and 2008 grant performance periods (which end on April 30, 2010 and
2011, respectively); (v) outplacement services; and (vi) payment for accrued, unused paid time off
earned by Ms. Shulman.
Under the Separation Agreement, Ms. Shulman may not: (i) recruit, solicit or hire certain H&R Block
employees for one year following the Separation Date; (ii) solicit or enter into certain types of
business transactions with clients of H&R Block for two years following the Separation Date; or
(iii) engage in certain activities competitive with the Company’s tax preparation business for two
years following the Separation Date.
In addition, H&R Block agrees to provide Ms. Shulman with certain indemnification rights in
accordance with the terms of the Separation Agreement. The Separation Agreement includes a general
release of claims by Ms. Shulman against the Company and its subsidiaries.