H&R Block (HRB) Proxy Filing summary

Executive summary

• Leadership transition announced: Jeff Jones retiring as President and CEO effective December 31, 2025, with Curtis Campbell appointed as successor, reflecting disciplined succession planning and a focus on sustainable growth.

• Fiscal year 2025 saw revenue growth of 4.2% to $3.76 billion, net income up 1.9% to $609.5 million, and continued share repurchases and dividends, with $400 million in stock repurchased.

• Strategic imperatives advanced: double-digit small business revenue growth, $1.75 billion in Spruce customer deposits, and strong year-over-year revenue growth in both assisted and DIY tax services.

Voting matters and shareholder proposals

• Shareholders to vote on: election of eight directors, ratification of Deloitte & Touche LLP as auditor for FY2026, and advisory approval of executive compensation.

• Board recommends voting FOR all proposals.

• Shareholder proposals and nominations for the 2026 meeting must comply with advance notice and eligibility requirements.

Board of directors and corporate governance

• Board consists of eight nominees, all standing for re-election, with a focus on diversity of skills, backgrounds, and experience.

• Richard A. Johnson appointed independent Chairman in April 2025, succeeding Robert A. Gerard.

• Four standing committees: Audit, Compensation, Governance & Nominating, and Finance, all comprised of independent directors.

• Annual board, committee, and chair evaluations conducted, with a multi-step process including third-party facilitation.

• Mandatory director resignation policies in place for non-majority election or material changes in employment.

• Seven of eight directors are independent; CEO is the only non-independent member.