HR Block 2005 Annual Report Download - page 30

WHAT IS THE DIFFERENCE BETWEEN HOLDING SHARES AS A nominee. You may also vote in person at the annual meeting if
SHAREHOLDER OF RECORD AND AS A BENEFICIAL OWNER? you obtain legal proxy as described above.
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 167,247,961 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
WHAT ARE BROKER NON-VOTES AND HOW ARE deemed to be represented at the annual meeting for quorum
THEY COUNTED? purposes. Shares represented by proxy as to which no voting
Broker non-votes occur when nominees, such as brokers and instructions are given as to matters to be voted upon shall be
banks holding shares on behalf of the beneficial owners, are deemed to be represented at the annual meeting for quorum
prohibited from exercising discretionary voting authority for purposes. The Board of Directors of the Company declared a two-
beneficial owners who have not provided voting instructions at for-one stock split effective August 22, 2005 for shareholders of
least ten days before the annual meeting date. If no instructions record as of August 1, 2005. Because the effective date of the split
are given within that time frame, the nominees may vote those is after the record date of the annual meeting of shareholders, the
shares on matters deemed ‘‘routine’’ by the New York Stock number of shares reported on the accompanying proxy and
Exchange. On non-routine matters, nominees cannot vote entitled to vote at the meeting is the pre-split number and such
without instructions from the beneficial owner, resulting in so- number is not adjusted to reflect the August 22, 2005 stock split.
called ‘‘broker non-votes.’’ Broker non-votes are not counted for
the purposes of determining the number of shares present in WHO WILL COUNT THE VOTE?
person or represented by proxy on a voting matter. Representatives of Mellon Investor Services, the Company’s
transfer agent, will count the vote and serve as the inspectors
CAN I CHANGE MY VOTE? of election.
If you are a shareholder of record, you may revoke your proxy at
any time before it is voted at the annual meeting by:
쐍sending written notice of revocation to the Secretary of WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE
the Company; PROXY CARD?
쐍submitting a new, proper proxy by telephone, Internet or It means your shares are held in more than one account. You
paper ballot, after the date of the revoked proxy; or should vote all your proxy shares. To provide better shareholder
쐍attending the annual meeting and voting in person. service, we encourage you to have all your shares registered in
If you are a beneficial owner of shares, you may submit new the same name and address. You may do this by contacting our
voting instructions by contacting your broker, bank or other transfer agent, Mellon Investor Services, at 1-888-213-0964.
H&R BLOCK 2005 Proxy Statement
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