HR Block 2006 Annual Report Download - page 30

vote at the annual meeting. It is important that your shares are prohibited from exercising discretionary voting authority for
represented at the meeting, whether or not you attend the meeting beneficial owners who have not provided voting instructions at
in person. To make sure that your shares are represented, we urge least ten days before the annual meeting date. If no instructions
you to vote as soon as possible by Internet, telephone or mail by are given within that time frame, the nominees may vote those
following the instructions in this proxy statement. shares on matters deemed ‘‘routine’’ by the New York Stock
Exchange. On non-routine matters, nominees cannot vote
without instructions from the beneficial owner, resulting in so-
CAN I ATTEND THE MEETING? called ‘‘broker non-votes.’’ Broker non-votes are not counted for
All shareholders, properly appointed proxy holders, and invited the purposes of determining the number of shares present in
guests of the Company may attend the annual meeting. person or represented by proxy on a voting matter.
Shareholders who plan to attend the meeting must present a valid
photo identification. If you hold your shares in street name,
please also bring proof of your share ownership, such as a CAN I CHANGE MY VOTE?
broker’s statement showing that you owned shares of the If you are a shareholder of record, you may revoke your proxy at
Company on the record date of July 5, 2006, or a legal proxy from any time before it is voted at the annual meeting by:
your broker or nominee (a legal proxy is required if you hold your 쐍sending written notice of revocation to the Secretary of
shares in street name and you plan to vote in person at the annual the Company;
meeting). Shareholders of record will be verified against an 쐍submitting a new, proper proxy by telephone, Internet or
official list available at the registration area. The Company paper ballot, after the date of the revoked proxy; or
reserves the right to deny admittance to anyone who cannot 쐍attending the annual meeting and voting in person.
adequately show proof of share ownership as of the record date. If you are a beneficial owner of shares, you may submit new
voting instructions by contacting your broker, bank or other
nominee. You may also vote in person at the annual meeting if
WHAT IS THE DIFFERENCE BETWEEN HOLDING SHARES AS A you obtain legal proxy as described above.
SHAREHOLDER OF RECORD AND AS A BENEFICIAL OWNER?
If your shares are registered directly in your name with the
Company’s transfer agent, Mellon Investor Services LLC (‘‘Mellon WHAT VOTE IS REQUIRED TO APPROVE EACH PROPOSAL?
Investor Services’’) you are considered, with respect to those For all matters to be voted upon at the annual meeting, the
shares, the ‘‘shareholder of record.’’ The proxy statement, annual affirmative vote of a majority of shares present in person or
report and proxy card have been made available directly to represented by proxy, and entitled to vote on the matter, is
shareholders of record by the Company. necessary for election or approval.
If your shares are held in a stock brokerage account or by a
bank or other nominee, you are considered the ‘‘beneficial
DO SHAREHOLDERS HAVE CUMULATIVE VOTING RIGHTS
owner’’ of shares held in street name. The proxy materials should
WITH RESPECT TO THE ELECTION OF DIRECTORS?
be forwarded to you by your broker, bank or nominee who is
No. Shareholders do not have cumulative voting rights with
considered, with respect to those shares, the shareholder of
respect to the election of directors.
record. As the beneficial holder, you have the right to direct your
broker, bank or nominee how to vote and are also invited to
attend the annual meeting. However, since you are not a WHAT CONSTITUTES A QUORUM?
shareholder of record, you may not vote these shares in person at As of the record date 324,545,858 shares of the Company’s
the annual meeting unless you bring with you a legal proxy from Common Stock were issued and outstanding. A majority of the
the shareholder of record. Your broker or nominee has enclosed a outstanding shares entitled to vote at the annual meeting,
voting instruction card for you to use in directing the broker, represented in person or by proxy, shall constitute a quorum.
bank or other nominee how to vote your shares. Shares represented by a proxy that directs that the shares abstain
from voting or that a vote be withheld on a matter shall be deemed
WHAT ARE BROKER NON-VOTES AND HOW ARE to be represented at the annual meeting for quorum purposes.
THEY COUNTED? Shares represented by proxy as to which no voting instructions are
Broker non-votes occur when nominees, such as brokers and given as to matters to be voted upon shall be deemed to be
banks holding shares on behalf of the beneficial owners, are represented at the annual meeting for quorum purposes.
H&R BLOCK 2006 Proxy Statement
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