HR Block 2005 Annual Report Download - page 31

CAN I ACCESS THE PROXY STATEMENT AND ANNUAL REPORT of $9,500 plus reimbursement of reasonable expenses. Further,
ON THE INTERNET INSTEAD OF RECEIVING PAPER COPIES? brokers and other custodians, nominees and fiduciaries will be
This proxy statement and 2005 Annual Report are located on the requested to forward soliciting material to their principals and the
Company’s website. Most shareholders can access future proxy Company will reimburse them for the expense of doing so.
statements and annual reports on the Internet instead of WHAT IS THE COMPANY’S WEB ADDRESS?
receiving paper copies in the mail. If you are a shareholder of The Company’s home page is www.hrblock.com. The Company’s
record, you can choose this option by marking the appropriate filings with the Securities and Exchange Commission are
box on your proxy card or by following the instructions if you available free of charge via a link from this address.
vote by telephone or the Internet. If you choose to access future
proxy statements and annual reports on the Internet, you will WILL ANY OTHER MATTERS BE VOTED ON?
receive a proxy card in the mail next year with instructions As of the date of this proxy statement, our management knows of
containing the Internet address for those materials. Your choice no other matter that will be presented for consideration at the
will remain in effect until you advise us otherwise. meeting other than those matters discussed in this proxy
If you are a beneficial owner, please refer to the information statement. If any other matters properly come before the meeting
provided by your broker, bank or nominee for instructions on and call for a vote of the shareholders, validly executed proxies in
how to access future proxy statements and annual reports on the enclosed form will be voted in accordance with the
the Internet. recommendation of the Board of Directors.
HOW MUCH DID THIS PROXY SOLICITATION COST?
The Company has retained Mellon Investor Services to assist in the
solicitation of proxies on behalf of the Board of Directors for a fee
ITEM 1 ON FORM OF PROXY
ELECTION OF DIRECTORS ⬎⬎⬎
The Company’s Articles of Incorporation and Bylaws provide that as Class I directors of the Company. The shares voted by proxy
the number of directors to constitute the Board of Directors shall will be voted for the election of all four nominees unless
not be fewer than nine nor more than 15, with the exact number to authority to do so is withheld as provided in the form of proxy.
be fixed by a resolution adopted by the affirmative vote of a All nominees are currently Class I directors of the Company and
majority of the entire Board. Effective October 18, 2004, the Board have consented to serve if elected. The Board of Directors has no
fixed the number of directors to constitute the Board of Directors at reason to believe that any of the nominees will be unable to
ten. The Articles of Incorporation and Bylaws provide that the accept the office of director. If such contingency should arise, it
Board of Directors shall be divided into three classes: Class I, is the intention of the proxies to vote for such person or persons
Class II and Class III, with each class to consist, as nearly as as the Board of Directors may recommend.
possible, of one-third of the members of the Board. There are The nominees for election as Class I directors, the current
currently four Class I directors, three Class II directors and three Class II directors and the current Class III directors are listed
Class III directors. The term of office of one class of directors below. G. Kenneth Baum, Henry F. Frigon and Roger W. Hale serve
expires at each annual meeting of shareholders. Directors elected at as Class II directors with terms scheduled to expire at the annual
an annual meeting of shareholders to succeed those whose terms meeting of shareholders in 2006. Mr. Baum will retire as a director
expire are identified as being of the same class as those directors at the 2005 annual meeting of shareholders pursuant to the Board’s
they succeed and are elected for a term to expire at the third annual retirement policy. Donna R. Ecton, Louis W. Smith and Rayford
meeting of shareholders after their election. Wilkins, Jr. serve as Class III directors with terms scheduled to
At the annual meeting of shareholders to be held on expire at the annual meeting of shareholders in 2007. The number
September 7, 2005, four Class I directors will be elected to hold of shares of Common Stock beneficially owned by each director is
office for three years and until their successors are elected and listed under the heading ‘‘Security Ownership of Directors and
shall have qualified. Thomas M. Bloch, Mark A. Ernst, David Management’’ on page 23 of this proxy statement.
Baker Lewis and Tom D. Seip have been nominated for election
H&R BLOCK 2005 Proxy Statement
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