PRRN14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment
No. )
Filed by the Registrant o
Filed by a Party other than the Registrant þ
Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
H&R BLOCK, INC.
(Name of Registrant as Specified In Its Charter)
Breeden Capital Management LLC
Breeden Partners L.P.
Breeden Partners (California) L.P.
Breeden Partners Holdco Ltd.
Richard C. Breeden
Robert A. Gerard
L. Edward Shaw, Jr.
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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100 Northfield Street |
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Greenwich, CT 06830 |
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Tel: 203.618.0065 |
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Fax: 203.618.0063 |
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July , 2007 |
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Dear Fellow H&R Block Shareowner:
This proxy statement and the enclosed BLUE proxy card are being furnished to you in connection
with the solicitation of proxies by Breeden Partners L.P. for use at the 2007 Annual Meeting of H&R
Block, Inc. (HRB). As the owners of 6,000,000 shares, our proxy seeks to elect three nominees of
Breeden Partners instead of the three directors proposed by HRB. We are proposing change in the
membership of the board because we believe the companys strategy is ill-conceived, and because its
management has not generated results that are acceptable to us. We dont believe that continuing
into the future with more of the same will generate the best value for HRB shareowners. Our
nominees will support new strategies to unlock value and realize a higher share price.
The graph shown below shows HRBs share price indexed against the S&P 500 during the two years
ended June 30, 2007. As the saying goes, a picture is worth a thousand words, and this one is no
exception.
During the two years
ended June 30, HRB shares fell in value by 19.9%, while the S&P 500 rose
26.2%. If HRB shares had matched the performance of the S&P index rather than underperforming it
by 46.1%, HRB shareowners would have enjoyed an additional $4.5 billion, or nearly $14 per
share, at June 30, 2007. We believe this loss of potential return stems from a strategy of
diversification that isnt sound, as well as ineffective execution. The board of HRB should insist
on much better performance from management.
Of course whatever excuses are offered for the past, the election is about the future. If
elected, the Breeden Partners nominees will seek to persuade our colleagues on the board to return
to the companys roots by concentrating on its tax businesses. We will urge the board to end
further use of shareholder capital to pursue subprime mortgage lending, securities brokerage,
banking and other non-core activities. We will seek to put HRB in a position where it is free to
structure the mix of debt and equity on its balance sheet without regard to capital rules relating
to the banking business, and we believe this will allow more cash to be returned to shareowners
each year. Perhaps most importantly, our nominees believe that every board decision should be
taken with a view to promoting the highest return to shareowners without excuses or
rationalizations.
This year you have a choice of candidates. If you are not happy with the performance HRB has
delivered to you, sign the BLUE card and vote for our nominees. Because at best the Breeden
Partners nominees will only represent 3 out of 11 votes on the board, we cannot guarantee that our
ideas will be implemented. However, we can guarantee that we will serve as advocates of change in
the boardroom, seeking to persuade the board to abandon the failed strategies of the past and to
institute unflinching standards of accountability for management performance in the creation of
returns for shareowners. We urge you to VOTE BLUE.
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Sincerely,
Richard C. Breeden
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PRELIMINARY COPY
SUBJECT TO COMPLETION
DATED JULY 26, 2007
ANNUAL MEETING OF SHAREHOLDERS
OF
H&R BLOCK, INC.
PROXY STATEMENT
OF
BREEDEN CAPITAL MANAGEMENT LLC
BREEDEN PARTNERS L.P.
BREEDEN PARTNERS (CALIFORNIA) L.P.
BREEDEN PARTNERS HOLDCO LTD.
RICHARD C. BREEDEN
ROBERT A. GERARD
L. EDWARD SHAW, JR.
This proxy statement and the enclosed BLUE proxy card are being furnished to shareholders of H&R
Block, Inc. (H&R Block or the Company) in connection with the solicitation of proxies by
Breeden Capital Management LLC, Breeden Partners L.P., Breeden Partners (California) L.P., and
Breeden Partners Holdco Ltd. (collectively, we or Breeden Partners), to be used at the 2007
annual meeting of shareholders of H&R Block, including any adjournments or postponements thereof
and any meeting held in lieu thereof (the 2007 Annual Meeting). The 2007 Annual Meeting is
scheduled to be held at the Copaken Stage of the Kansas City Repertory Theatre in the H&R Block
Center located at One H&R Block Way (corner of 13th Street and Walnut), Kansas City, Missouri, on
September 6, 2007, at 9:00 a.m. CDT. The principal executive offices of H&R Block are located at
4400 Main Street, Kansas City, Missouri 64111. This proxy statement and the BLUE proxy card are
first being furnished to shareholders on or about ___, 2007.
We are soliciting your proxy for the 2007 Annual Meeting in support of the election of three
nominees, Richard C. Breeden, Robert A. Gerard and L. Edward Shaw, Jr. (together, our Nominees),
as directors of H&R Block.
H&R Block has announced that the record date for determining shareholders entitled to notice of and
to vote at the 2007Annual Meeting is July 5, 2007 (the Record Date). Shareholders of record at
the close of business on the Record Date will be entitled to vote at the 2007 Annual Meeting.
According to the Companys revised preliminary proxy statement, filed on July 25, 2007 (the
Company Preliminary Proxy Statement), on the Record Date there were 326,529,658 shares of the
Companys common stock, without par value (Common Stock), outstanding and eligible to vote. As
of the date of this proxy statement Breeden Partners is the beneficial owner of an aggregate of
6,000,000 shares of H&R Block Common Stock, representing approximately 1.84% of the shares of
Common Stock outstanding as of the Record Date. Breeden Partners intends to vote such shares of
Common Stock FOR the election of our Nominees. If we determine that any of our Nominees is unable
or otherwise unavailable to serve as a director, we reserve the right to nominate a replacement
candidate for election as a director. In any such case, the BLUE proxy card will be voted for such
substitute nominees.
THIS SOLICITATION IS BEING MADE BY BREEDEN PARTNERS AND NOT ON BEHALF OF THE
BOARD OF DIRECTORS OF THE COMPANY (THE BOARD).
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PROPOSAL 1
ELECTION OF DIRECTORS
The Board is currently comprised of eleven directors divided into three classes serving staggered
three-year terms. According to the Company Preliminary Proxy Statement, the following three
directors Donna R. Ecton, Louis W. Smith and Rayford Wilkins, Jr. have been nominated for
re-election to three-year terms at the 2007 Annual Meeting. Breeden Partners is seeking your
support at the 2007 Annual Meeting to instead elect our Nominees, Richard C. Breeden, Robert A.
Gerard and L. Edward Shaw, Jr., to the Board.
If our Nominees are elected, it will have the legal effect of replacing three incumbent directors
of the Company with our Nominees. There can be no assurance that any of the Companys nominees
will serve, if elected, with any of our Nominees.
If elected to the Board, our Nominees will constitute a minority of the current eleven members of
the Board. Under the Companys amended bylaws, a majority of the Board constitutes a quorum for the
transaction of business, and the act of a majority of the Board present at a Board meeting at which
a quorum is present shall be the act of the Board. Accordingly, our Nominees, if elected, would not
be able to take Board action at a meeting of the Board at which all directors are present without
the support of at least three other directors.
BREEDEN PARTNERS NOMINEES
The following information sets forth the name, age, principal occupation and employment during the
past five years and certain other information of each of Breeden Partners three Nominees. Please
See Appendix I for additional information about our Nominees, including their beneficial ownership,
purchases and sales of shares of Common Stock.
Richard C. Breeden, 57, has served since 2005 as Chairman and Chief Executive Officer of Breeden
Capital Management LLC, the manager of a series of affiliated investment funds. He has also served
since 1996 as Chairman of Richard C. Breeden & Co., LLC (Breeden & Co.), a professional
services firm specializing in strategic consulting, financial restructuring and corporate
governance advisory services. Mr. Breeden is a former Chairman of the U.S. Securities and Exchange
Commission (the SEC), and he is the former Corporate Monitor of WorldCom, Inc. He currently
serves as a director of Banco Bilbao Vizcaya Argentaria, S.A., of Spain and as a director of
Applebees International, Inc., a casual dining restaurant chain. Mr. Breedens principal business
address is 100 Northfield Street, Greenwich, CT 06830.
In addition to serving as CEO of Breeden Capital Management, in September 2005 Mr. Breeden was
appointed by the Office of the U.S. Attorney for the Southern District of New York (the SDNY), a
part of the United States Department of Justice (DOJ) to serve as its representative in
monitoring KPMG LLP under the terms of the Deferred Prosecution Agreement dated August 26, 2005
(the DPA) entered into by KPMG and the SDNY relating to the design, marketing and sale of tax
shelter products by KPMG. As monitor Mr. Breeden observes and reports periodically to the SDNY on
KPMGs compliance with its obligations under the DPA, such as its obligations to exit certain areas
of tax practice and to limit issuance of tax opinions to situations satisfying higher standards for
the basis of such opinions. As monitor, Mr. Breeden does not have any role in overseeing the
operation of KPMGs audit practice, and he does not review nonpublic information relating to the
audits of KPMG clients. The DPA specifically provides that Mr. Breeden is not, and shall not be
treated for any purpose, as an officer, employee, agent or affiliate of KPMG. Mr. Breedens
responsibilities under the DPA run solely to the DOJ, and not to KPMG, and his appointment as
monitor expires in September 2008. The full text of the DPA has been publicly available since
2005, and can be found on-line at http://www.usdoj.gov/usao/nys/pressreleases/August05/kpmgdpagmt.pdf.
Mr. Breeden
also serves as Special Monitor of the Sun-Times Media Group Inc. (STMG), formerly
known as Hollinger International, Inc. (Hollinger) upon
designation by the SEC as
part of a Consent Order entered into by Hollinger with the SEC in January of 2004. As Special
Monitor at STMG, Mr. Breeden observes activities, including board meetings, and has standby
authority to bring matters to the attention of the SEC or the applicable U.S. District Court. KPMG
was the independent outside auditor of Hollinger prior to Mr. Breedens involvement, and it has
continued to serve as the independent outside audit firm of STMG following Mr. Breedens
appointment as Special Monitor of STMG, and also after his appointment as monitor of KPMG under the
DPA.
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Robert A. Gerard, 62, has served since 2006 as the Senior Advisor and member of the Investment
Committee of Breeden Capital Management LLC. From 1974 to 1977, Mr. Gerard was Assistant Secretary
of the United States Treasury for capital markets and debt management. From 1977 until his
retirement in 1991, he served as a senior partner or officer of the firms Morgan Stanley & Co.,
Bear Stearns and Dillon Read. From November 2004 to the present, Mr. Gerard has served as the
Chairman of the Management Committee and Chief Executive Officer of Royal Street Communications,
LLC, a developer and operator of telecommunications networks, holding
licenses in Los Angeles and Central
Florida.
L. Edward Shaw, Jr., 62, has served since 2006 as Senior Managing Director of Breeden & Co., and
formerly served as General Counsel of Aetna Inc. (1999 to 2003) and Chase Manhattan Bank (1983 to
1996). While with Aetna, Mr. Shaw also served as Executive Vice President and as a member of the
Office of the Chairman. Mr. Shaw previously acted as independent counsel to the Board of Directors
of the New York Stock Exchange, Inc. (January to September 2004), and also served as chief
corporate officer for North America of National Westminster Bank (1996 to 1999). Prior to 1983,
Mr. Shaw was a partner in a major New York law firm, and after retiring from Aetna in 2003 and
prior to joining Breeden & Co. Mr. Shaw was of counsel to Gibson Dunn and Crutcher. Mr. Shaw is
currently a director of two public companies, Mine Safety Appliances Co. and HealthSouth
Corporation
Our Nominees will not receive any compensation from Breeden Partners for their service as directors
of the Company. If elected, our Nominees will be entitled to such compensation from the Company as
is provided to non-employee directors of the Company.
Except as disclosed in this proxy statement (including the Appendix attached hereto), none of our
Nominees, Breeden Partners or any of their respective affiliates or associates has any substantial
interest, direct or indirect, by security holdings or otherwise, in any matter to be acted upon at
the 2007 Annual Meeting.
Breeden Partners does not expect that any of our Nominees will be unable to stand for election, but
in the event that any of them is unable to serve or for good cause will not serve, the shares of
Common Stock represented by the enclosed BLUE proxy card will be voted for substitute nominees of
Breeden Partners. Breeden Partners reserves the right to nominate substitute or additional persons
as nominees for any reason, including in the event that (1) the Board is expanded beyond its
current size and/or (2) any of our Nominees is unable for any reason, including by reason of the
taking or announcement of any action by the Company that has, or if consummated would have, the
effect of disqualifying any such Nominee to serve as a director. In the event that the Company
refuses to permit a substitute or additional nominees as contemplated by this paragraph by reason
of the Companys amended bylaws or otherwise, we reserve the right to challenge such amended bylaws
or the application of such amended bylaws to such substitute or additional nominees or such other
action in an appropriate legal proceeding.
WE
URGE YOU TO VOTE FOR THE ELECTION OF RICHARD C. BREEDEN, ROBERT A. GERARD AND L. EDWARD SHAW, JR. BY SIGNING, DATING AND RETURNING YOUR BLUE PROXY CARD TODAY IN THE ENCLOSED POSTAGE-PAID ENVELOPE
PROPOSAL 2
According to the Company Preliminary Proxy Statement, the Company is soliciting proxies with
respect to a proposal for the stockholders to ratify the appointment of KPMG LLP as the Companys
independent registered public accounting firm for the year ending April 30, 2008. Breeden Partners
also recommends the ratification of KPMG LLP as the Companys independent public accounting firm.
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As noted above, in 2005 Richard C. Breeden was appointed by the United States Department of Justice
to serve as its representative in monitoring KPMG LLP under the terms of the Deferred Prosecution
Agreement between KPMG and the DOJ. The Companys management has asserted that in the event of Mr.
Breedens election as a member of the board of the Company, his role as monitor of KPMGs compliance with
the DPA on behalf of DOJ would potentially impair the independence of KPMG in continuing to serve
as auditor of the Company. We do not concur with this assessment by
the Company, and we believe it is not based on
an accurate evaluation of the factual situation involving Mr. Breedens role on behalf of the
United States government.
However,
if in the future KPMG terminated its audit relationship with the
Company for this or any other
reason, including as a result of any actions of the Companys
management, the Company would hire a new audit firm.
This happened in 2003 under the tenure of the current management team
when the Companys prior independent
auditing firm PricewaterhouseCoopers LLP (PwC) refused to
stand for re-election. The Company has not
previously suggested that there were any negative effects flowing from the 2003 change from PwC to
KPMG. Breeden Partners does not believe that there is any reason to believe the situation with
KPMG would be any different in the event of any future change in auditors.
The decision concerning any impairment of the independence of KPMG is in the first instance the
responsibility of KPMG itself, based on all the facts and circumstances at the time (including, for
example, whether Mr. Breeden was still serving as monitor at any such time). This decision is not
the prerogative of either Breeden Partners or the Company management. The applicable SEC rule makes clear
that an audit firm is not independent if a partner, principal, shareholder or professional
employee of the audit firm serves on the board of an audit client. However, the DPA expressly
provides that the monitor is not, and shall not be treated for any purpose [emphasis added], as an
officer, employee, agent or affiliate of KPMG, and this language was inserted into the DPA to
cover, among other things, this specific potential issue.
While Mr. Breedens service as DOJs representative would not in our view result in lack of
independence due to the express language of the DPA, we also do not concur with the Companys
suggestions that somehow equate service as the representative of the DOJ in policing KPMG as being
equivalent to being a partner of KPMG. Mr. Breedens role at KPMG is explicitly on behalf of the
public, and Mr. Breeden does not owe any duties to KPMG. In addition, Mr. Breedens
responsibilities relate primarily to the KPMG tax practice, and he does not have any role
overseeing KPMGs audit practice.
As a
director of the Company if he is elected, Mr. Breedens primary interest and that of the other
nominees of Breeden Partners would be to support the independence and integrity of the Audit
Committee and the overall audit process, and to support financial
reporting by the Company that is accurate
and consistent with all applicable accounting and disclosure requirements. In our view this
interest would be consistent, not inconsistent, with the performance by KPMG or any other future
auditing firm of its audit responsibilities in a fully independent manner.
YOU ARE URGED TO VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE COMPANYS
INDEPENDENT ACCOUNTANTS FOR THE FISCAL YEAR ENDING APRIL 30, 2008 ON THE ENCLOSED BLUE PROXY CARD.
PROPOSAL 3
According to the Company Preliminary Proxy Statement, the AFL-CIO Reserve Fund, record owner of 200
shares of Common Stock, has notified the Company that it intends to present a proposal to
shareholders at the 2007 Annual Meeting. The proposal asks the Board to adopt a policy requiring
that the Boards chairman be an independent director who has not previously served as an executive
officer of the Company. Please refer to the Company Preliminary Proxy Statement (and, once
furnished to shareholders and filed with the SEC, the 2007 Company Proxy Statement) for a detailed
discussion of this proposal. Breeden Partners supports this shareholder proposal.
YOU ARE URGED TO VOTE FOR THE SHAREHOLDER PROPOSAL ASKING THE BOARD TO ADOPT A POLICY REQUIRING
THAT THE BOARDS CHAIRMAN BE AN INDEPENDENT DIRECTOR WHO HAS NOT PREVIOUSLY SERVED AS AN EXECUTIVE
OFFICER OF THE COMPANY.
INFORMATION ABOUT THE PARTICIPANTS
Executives and employees of Breeden Capital Management LLC (the Advisor) may be deemed to be
participants in this proxy solicitation as such term is defined in Schedule 14A promulgated under
the Exchange Act. In addition to our Nominees, each of whom is a participant, participants include
the following: Breeden Capital Management LLC, Breeden Partners L.P., Breeden Partners (California)
L.P. and Breeden Partners Holdco Ltd.
Breeden Partners L.P. is a Delaware limited partnership (the Delaware Fund), Breeden Partners
(California) L.P. is a Delaware limited partnership (the California Fund) and Breeden Partners
Holdco Ltd. is a Cayman Islands
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exempt limited company (Holdco). Breeden Capital Partners LLC, a Delaware limited liability
company (the General Partner), is the general partner of each of the Delaware Fund and the
California Fund. Breeden Partners (Cayman) Ltd., a Cayman Islands exempt limited company (BPC)
(together with Holdco, the Offshore Investors Fund) is the feeder fund for Holdco. The Delaware
Fund, the California Fund and the Offshore Investors Fund are herein sometimes referred to
collectively as the Funds. The Advisor, a Delaware limited liability company, is principally
involved in the business of providing investment advisory and investment management services to the
Funds and, among other things, exercises all voting and other powers and privileges attributable to
any securities held for the accounts of the Funds. Richard C. Breeden is a citizen of the United
States of America and is the Managing Member, as well as Chairman and Chief Executive Officer, of
each of the General Partner and the Advisor and is the Key Principal of the Offshore Investors
Fund.
The Delaware Fund owns 53,861 shares of Common Stock of H&R Block, Inc. representing approximately
0.02% of the outstanding shares of Common Stock, the California Fund owns 3,821,440 shares of
Common Stock representing approximately 1.17% of the outstanding shares of Common Stock and Holdco
owns 2,124,699 shares of Common Stock representing approximately 0.65% of the outstanding shares of
Common Stock. As of the date hereof, the 3,875,301 aggregate shares of Common Stock directly owned
by the Delaware Fund and the California Fund, which shares of Common Stock may be deemed to be
beneficially owned by the General Partner, represent approximately 1.19% of the Companys
outstanding shares of Common Stock. As of the date hereof, the 6,000,000 aggregate shares of Common
Stock directly owned by the Delaware Fund, the California Fund and Holdco, which shares of Common
Stock may be deemed to be beneficially owned by the Advisor and Mr. Breeden, represent
approximately 1.84% of the Companys outstanding shares of Common Stock. All percentages set forth
in this paragraph relating to beneficial ownership of Common Stock are based upon 326,529,658
shares outstanding, which was the total number of shares of Common Stock outstanding as of the
Record Date as reported in the Company Preliminary Proxy Statement.
Agreements with Nominees
Breeden Partners has entered into a letter agreement (the Nominee Agreement) with each Nominee
with respect to his seeking election as a director of H&R Block at the 2007 Annual Meeting. Each
Nominee has acknowledged that he has agreed to stand for election as a director of H&R Block in
connection with this proxy solicitation, to be named in this proxy statement and to serve as a
director of the Company if elected. Breeden Partners has agreed, subject to its right to seek
reimbursement from the Company, to pay all costs of this proxy solicitation.
Breeden Partners has agreed, jointly and severally, subject to limited exceptions, to indemnify and
hold Mr. Shaw harmless from and against any and all losses, claims, damages, penalties, judgments,
awards, liabilities, costs, expenses and disbursements incurred in connection with his serving as a
candidate for election to the Board.
Interests of the Participants
Each Participant has an interest in the election of directors at the 2007 Annual Meeting: (i)
indirectly through the beneficial ownership (if any) of the shares of Common Stock and/or (ii)
pursuant to the Nominee Agreements.
Other than as disclosed in this proxy statement, there are no arrangements or understandings
between the Participants and any Nominee or any other person or persons with respect to the
nomination of the Nominees.
Other than as disclosed in this proxy statement, neither Breeden Partners, any of the other
Participants nor any of their respective affiliates, associates or immediate family members,
directly or indirectly:
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has had any relationship with the Company in any capacity other than as a shareholder
that would require disclosure herein; |
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has any agreement, arrangement or understanding with respect to any future employment by
the Company or its affiliates; |
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has any material interest, direct or indirect, in any transaction that has occurred
since May 1, 2006 or any currently proposed transaction, or series of past, current or
proposed arrangements or relationships to which the Company or any of its affiliates was or
is to be a participant and in which the amount involved exceeds $120,000; or |
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is a party adverse to the Company or any of its subsidiaries. |
PROXY INFORMATION
H&R Block has disclosed that the Record Date for determining shareholders entitled to notice of and
to vote at the 2007 Annual Meeting is July 5, 2007. The enclosed BLUE proxy card may be executed
only by holders of record of shares of Common Stock on the Record Date. If you were a shareholder
of record on the Record Date, you will retain your voting rights at the 2007 Annual Meeting even if
you sell some or all of your shares of Common Stock after the Record Date. Accordingly, it is
important that you vote the shares of Common Stock held by you on the Record Date, or grant a proxy
to vote your shares of Common Stock on the BLUE proxy card, even if you sell some or all of your
shares of Common Stock after the Record Date.
The shares of Common Stock represented by each BLUE proxy card that is properly executed and
returned to Breeden Partners, will be voted at the 2007 Annual Meeting in accordance with the
instructions marked thereon, and will be voted in the discretion of the persons named as proxies on
whatever other matters may properly come before the 2007 Annual Meeting. Executed but unmarked
BLUE proxies will be voted FOR the election of our Nominees as directors, FOR Proposal 2 and FOR
Proposal 3.
IMPORTANT
Your vote is important, no matter how many shares you own. Breeden Partners urges you to sign,
date, and return the enclosed BLUE proxy card today to vote FOR the election of our Nominees.
OUR NOMINEES ARE COMMITTED TO ACTING IN THE BEST INTERESTS OF ALL SHAREHOLDERS. BREEDEN PARTNERS URGES YOU TO VOTE YOUR BLUE PROXY CARD FOR OUR NOMINEES
As explained in the detailed instructions on your BLUE proxy card, there are four ways you may
vote. You may:
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Sign, date and return the enclosed BLUE proxy card in
the enclosed postage-paid envelope. We recommend that
you vote on the BLUE proxy card even if you plan to
attend the 2007 Annual Meeting. |
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Vote via the Internet by following the voting
instructions on the BLUE proxy card or the enclosed
instruction form. |
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Vote by telephone by following the voting instructions
on the BLUE proxy card or the enclosed instruction
form. |
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Vote in person by attending the 2007 Annual Meeting.
Written ballots will be distributed to shareholders
who wish to vote in person at the 2007 Annual Meeting. |
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If your shares are held in a brokerage account or by
another nominee, you are considered the beneficial
owner of the shares, and these proxy materials,
together with a BLUE voting instruction form, are
being forwarded to you by your broker or other
nominee. As a beneficial owner, you must instruct
your broker, trustee or nominee how to vote. Your
broker cannot vote your shares on your behalf without
your instructions. |
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Depending upon your broker or custodian, you may be
able to vote either by toll-free telephone or by the
Internet. Please refer to the enclosed voting form
for instructions on how to vote electronically. You |
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may also vote by signing, dating and returning the
enclosed voting form. |
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Since a beneficial owner is not the stockholder of
record, if you wish to vote your shares in person at
the 2007 Annual Meeting, you must obtain a legal
proxy from the broker, trustee or nominee that holds
your shares, giving you the right to vote the shares
at the 2007 Annual Meeting. According to the Company
Preliminary Proxy Statement to attend the Annual
Meeting in person you must bring photo identification
and if you hold your shares through a bank, broker or
other third party you must also bring proof of share
ownership, such as your brokerage statement. |
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HOLDERS OF SHARES AS OF THE RECORD DATE ARE URGED TO SUBMIT A BLUE PROXY CARD EVEN IF SOME OR ALL OF YOUR SHARES HAVE BEEN OR ARE SOLD AFTER THE RECORD DATE.
We urge you to vote only a BLUE proxy and not to execute any WHITE proxies furnished by the
Company. If you have already signed and returned a WHITE proxy you may change your vote by signing
and returning a later-dated BLUE proxy, see Revocation of Proxies. Only your latest proxy will
count.
Breeden Partners has retained Morrow & Co, Inc. (Morrow) to assist in communicating with
shareholders in connection with the proxy solicitation and to assist in efforts to obtain proxies.
If you have any questions about executing your BLUE proxy or require assistance in voting, please
contact:
Morrow & Co., Inc.
470 West Avenue
Stamford, CT 06902
Phone: (800) 662-5200 or (203) 658-9400
E-mail: breedeninfo@morrowco.com
REVOCATION OF PROXIES
If you are a registered holder and have mailed a WHITE proxy card to the Company you may revoke it
before it is voted by mailing a duly executed BLUE proxy card to Breeden Partners c/o Morrow & Co.,
Inc. 470 West Avenue, Stamford, CT 06902 bearing a date LATER than the WHITE proxy card delivered
to the Company prior to its exercise. Proxies may also be revoked at any time prior to exercise by:
(i) attending the 2007 Annual Meeting and voting in person (although attendance at the 2007 Annual
Meeting will not in and of itself constitute revocation of a proxy) or (ii) delivering written
notice of revocation. The revocation may be delivered either to Breeden Partners c/o Morrow & Co.,
Inc., 470 West Avenue Stamford, CT 06902 or to the corporate secretary of the Company at 4400 Main
Street, Kansas City, Missouri 64111 or any other address provided by the Company. Although a
revocation is effective if delivered to the Company, Breeden Partners requests that either the
original or a copy of any revocation be mailed to Breeden Partners c/o Morrow & Co., Inc. 470 West
Avenue Stamford, CT 06902, so that Breeden Partners will be aware of all revocations and can more
accurately determine if and when the requisite proxies for the election of our Nominees as
directors have been received. Breeden Partners may contact shareholders who have revoked their
proxies.
If you are a beneficial owner holding shares in broker or bank name, and you wish to revoke a
previously voted WHITE proxy delivered to the Company, you must return a later dated proxy to your
bank or broker. You may also revoke a proxy at any time prior to exercise by: attending the 2007
Annual Meeting and voting in person (although attendance at the 2007 Annual Meeting will not in and
of itself constitute revocation of a proxy). However, since a beneficial owner is not the
stockholder of record, if you wish to vote your shares in person at the 2007 Annual Meeting, you
must obtain a legal proxy from the broker, trustee or nominee that holds your shares, giving you
the right to vote the shares at the 2007 Annual Meeting.
9
QUORUM AND VOTING
H&R Block has announced that the record date for determining shareholders entitled to notice of and
to vote at the 2007 Annual Meeting is July 5, 2007. The 2007 Annual Meeting is scheduled to be
held at the Copaken Stage of the Kansas City Repertory Theatre in the H&R Block Center located at
One H&R Block Way (corner of 13th Street and Walnut), Kansas City, Missouri, on September 6, 2007,
at 9:00 a.m. CDT. Only shareholders of record at the close of business on the Record Date will be
entitled to vote at the 2007 Annual Meeting. Shareholders of the Company will not have rights of
appraisal or similar dissenters rights with respect to any matter to be acted upon at the 2007
Annual Meeting.
The presence, in person or by proxy, of holders of shares of Common Stock representing a majority
of the votes entitled to be cast at the 2007 Annual Meeting will constitute a quorum. Abstentions
and broker non-votes will be counted as present for purposes of determining whether a quorum is
present at the 2007 Annual Meeting. Assuming a quorum is present or otherwise represented at the
2007 Annual Meeting, all matters to be voted on at the 2007 Annual Meting, including the election
of our Nominees requires the affirmative vote of a majority of the shares of Common Stock entitled
to vote on the matter and present in person or represented by proxy, is necessary for election or
approval. Abstentions will have the same effect as a vote against the proposals. Broker non-votes
will not be taken into account in determining the outcome of the election. Your vote is extremely
important. We urge you to mark, sign, date and return the enclosed BLUE proxy card to vote FOR the
other proposals set forth thereon.
COST AND METHOD OF SOLICITATION
Breeden Partners has retained Morrow to serve as an advisor and to provide consulting and analytic
services and solicitation services in connection with this proxy solicitation. For these services,
Morrow is to receive a fee not to exceed approximately $250,000, plus reimbursement for its
reasonable out-of-pocket expenses. Breeden Partners has agreed to indemnify Morrow against certain
liabilities and expenses, including certain liabilities under the federal securities laws. Proxies
may be solicited by mail, courier services, Internet, advertising, telephone, facsimile or in
person. It is anticipated that Morrow will employ approximately 75 people to solicit proxies from
shareholders for the 2007 Annual Meeting. In addition, it is anticipated that certain executives
and employees of the Advisor will participate in the solicitation of proxies in support of the
nomination. These employees will not receive any fees in conjunction with their solicitation,
apart from regular compensation they are otherwise entitled to receive as employees of Breeden
Partners. The business address of each Morrow or Breeden Partners employee would be the same as
that of his or her respective employer. Although no precise estimate can be made at the present
time, the total expenditures in furtherance of, or in connection with, the solicitation of
shareholders is estimated to be $750,000. As of the date hereof, Breeden Partners has incurred
approximately $100,000 of solicitation expenses.
Costs related to this solicitation of proxies, including expenditures for attorneys, accountants,
public relations and financial advisors, proxy solicitors, advertising, printing, transportation
and related expenses will be borne by Breeden Partners. To the extent legally permissible, Breeden
Partners will seek reimbursement from the Company for those expenses if any of our Nominees is
elected. Breeden Partners does not currently intend to submit the question of such reimbursement to
a vote of the shareholders.
ADDITIONAL INFORMATION
Certain information regarding the securities of the Company held by the Companys directors,
nominees, management and 5% shareholders, and certain other matters regarding the Companys
officers and directors as well as certain other information regarding the 2007 Annual Meeting are
contained in the Company Preliminary Proxy Statement and will be contained in the 2007 Company
Proxy Statement. The Company Preliminary Proxy Statement contains (and the 2007 Company Proxy
Statement will contain) information on the deadline for submitting shareholder proposals for
inclusion in the Companys proxy statement for the Companys 2008 annual meeting and the date after
which notice of shareholder proposals submitted is considered untimely. Accordingly, reference is
made to the Company Preliminary Proxy Statement (and, once furnished to shareholders and filed with
the SEC, the 2007 Company Proxy Statement) for such information. Breeden Partners does not make any
representation as to the accuracy or completeness of the information that is contained in the
Company Preliminary Proxy Statement or will be contained in the 2007 Company Proxy Statement.
10
BREEDEN PARTNERS HAS NOT SOUGHT OR OBTAINED CONSENT FROM ANY THIRD PARTY TO USE ANY STATEMENTS OR
INFORMATION INDICATED HEREIN AS HAVING BEEN OBTAINED OR DERIVED FROM STATEMENTS MADE OR PUBLISHED
BY THIRD PARTIES. ANY SUCH STATEMENTS OR INFORMATION SHOULD NOT BE VIEWED AS INDICATING THE SUPPORT
OF SUCH THIRD PARTY FOR THE VIEWS EXPRESSED HEREIN. NO WARRANTY IS MADE THAT SUCH DATA OR
INFORMATION, WHETHER DERIVED OR OBTAINED FROM FILINGS MADE WITH THE SEC OR FROM ANY THIRD PARTY,
ARE ACCURATE.
IF YOU HAVE ANY QUESTIONS OR REQUIRE ASSISTANCE, PLEASE CALL or E-MAIL:
Morrow & Co., Inc.
470 West Avenue
Stamford, CT 06902
Phone: (800) 662-5200 or (203) 658-9400
E-mail: breedeninfo@morrowco.com
11
APPENDIX I
SHARES OF COMMON STOCK OF THE COMPANY BOUGHT OR SOLD BY THE PARTICIPANTS IN THE LAST TWO YEARS
Set forth below are the dates and amounts of each Participants purchases and sales of shares of
Common Stock within the past two years. Robert A. Gerard and L. Edward Shaw, Jr. have not purchased
or sold any Common Stock within the past two years. Mr. Breeden, in his capacity as Managing
Member, as well as Chairman and Chief Executive Officer of Breeden Capital Management, may be
deemed to be the beneficial owner of all of the 6,000,000 shares of the Common Stock owned by
Breeden Partners. Mr. Breeden has not purchased or sold any Common Stock in his individual
capacity within the past two years.
BREEDEN PARTNERS TRANSACTIONS IN COMMON STOCK
|
|
|
|
|
|
|
|
|
|
|
SHARES |
|
|
|
|
|
|
Breeden Partners |
|
|
|
|
|
|
Breeden Partners |
|
(California) |
|
Breeden |
|
|
DATE |
|
Holdco Ltd. |
|
L.P. |
|
Partners L.P. |
|
TOTAL |
11/7/06 |
|
9,097 |
|
15,719 |
|
184 |
|
25,000 |
11/14/06 |
|
36,389 |
|
62,875 |
|
736 |
|
100,000 |
11/14/06 |
|
32,241 |
|
55,707 |
|
652 |
|
88,600 |
11/15/06 |
|
7,733 |
|
13,361 |
|
156 |
|
21,250 |
11/16/06 |
|
3,639 |
|
6,287 |
|
74 |
|
10,000 |
11/17/06 |
|
18,194 |
|
31,438 |
|
368 |
|
50,000 |
11/17/06 |
|
19,286 |
|
33,324 |
|
390 |
|
53,000 |
11/20/06 |
|
1,819 |
|
3,144 |
|
37 |
|
5,000 |
11/20/06 |
|
18,194 |
|
31,438 |
|
368 |
|
50,000 |
11/20/06 |
|
45,486 |
|
78,594 |
|
920 |
|
125,000 |
11/21/06 |
|
18,304 |
|
31,626 |
|
370 |
|
50,300 |
11/21/06 |
|
18,194 |
|
31,438 |
|
368 |
|
50,000 |
11/21/06 |
|
18,194 |
|
31,438 |
|
368 |
|
50,000 |
11/22/06 |
|
1,819 |
|
3,144 |
|
37 |
|
5,000 |
11/22/06 |
|
18,194 |
|
31,438 |
|
368 |
|
50,000 |
11/24/06 |
|
18,194 |
|
31,438 |
|
368 |
|
50,000 |
11/27/06 |
|
4,876 |
|
8,425 |
|
99 |
|
13,400 |
11/27/06 |
|
18,194 |
|
31,438 |
|
368 |
|
50,000 |
11/28/06 |
|
18,194 |
|
31,438 |
|
368 |
|
50,000 |
11/28/06 |
|
18,194 |
|
31,438 |
|
368 |
|
50,000 |
11/28/06 |
|
18,194 |
|
31,438 |
|
368 |
|
50,000 |
11/28/06 |
|
18,194 |
|
31,438 |
|
368 |
|
50,000 |
11/28/06 |
|
4,003 |
|
6,916 |
|
81 |
|
11,000 |
12/1/06 |
|
10,536 |
|
18,206 |
|
258 |
|
29,000 |
12/4/06 |
|
581 |
|
1,005 |
|
14 |
|
1,600 |
12/6/06 |
|
3,633 |
|
6,278 |
|
89 |
|
10,000 |
12/6/06 |
|
16,604 |
|
28,690 |
|
406 |
|
45,700 |
12/8/06 |
|
727 |
|
1,255 |
|
18 |
|
2,000 |
12/8/06 |
|
9,083 |
|
15,695 |
|
222 |
|
25,000 |
12/8/06 |
|
18,166 |
|
31,389 |
|
445 |
|
50,000 |
12/11/06 |
|
27,250 |
|
47,083 |
|
667 |
|
75,000 |
12
|
|
|
|
|
|
|
|
|
|
|
SHARES |
|
|
|
|
|
|
Breeden Partners |
|
|
|
|
|
|
Breeden Partners |
|
(California) |
|
Breeden |
|
|
DATE |
|
Holdco Ltd. |
|
L.P. |
|
Partners L.P. |
|
TOTAL |
12/12/06 |
|
9,083 |
|
15,695 |
|
222 |
|
25,000 |
12/12/06 |
|
1,817 |
|
3,139 |
|
44 |
|
5,000 |
12/12/06 |
|
9,083 |
|
15,695 |
|
222 |
|
25,000 |
12/13/06 |
|
6,031 |
|
10,421 |
|
148 |
|
16,600 |
12/13/06 |
|
18,166 |
|
31,389 |
|
445 |
|
50,000 |
12/14/06 |
|
7,376 |
|
12,744 |
|
180 |
|
20,300 |
12/15/06 |
|
3,633 |
|
6,278 |
|
89 |
|
10,000 |
12/15/06 |
|
18,166 |
|
31,389 |
|
445 |
|
50,000 |
12/18/06 |
|
1,817 |
|
3,139 |
|
44 |
|
5,000 |
12/18/06 |
|
54,499 |
|
94,167 |
|
1,334 |
|
150,000 |
12/19/06 |
|
40,111 |
|
69,307 |
|
982 |
|
110,400 |
12/20/06 |
|
9,083 |
|
15,695 |
|
222 |
|
25,000 |
12/20/06 |
|
9,083 |
|
15,695 |
|
222 |
|
25,000 |
12/20/06 |
|
18,166 |
|
31,389 |
|
445 |
|
50,000 |
12/20/06 |
|
54,499 |
|
94,167 |
|
1,334 |
|
150,000 |
12/21/06 |
|
14,533 |
|
25,111 |
|
356 |
|
40,000 |
12/21/06 |
|
9,083 |
|
15,695 |
|
222 |
|
25,000 |
12/21/06 |
|
9,083 |
|
15,695 |
|
222 |
|
25,000 |
12/21/06 |
|
27,250 |
|
47,083 |
|
667 |
|
75,000 |
12/21/06 |
|
36,333 |
|
62,778 |
|
889 |
|
100,000 |
12/22/06 |
|
1,817 |
|
3,139 |
|
44 |
|
5,000 |
12/22/06 |
|
54,499 |
|
94,167 |
|
1,334 |
|
150,000 |
12/22/06 |
|
54,499 |
|
94,167 |
|
1,334 |
|
150,000 |
12/26/06 |
|
1,817 |
|
3,139 |
|
44 |
|
5,000 |
12/26/06 |
|
3,706 |
|
6,403 |
|
91 |
|
10,200 |
1/4/07 |
|
291 |
|
502 |
|
7 |
|
800 |
1/5/07 |
|
15,042 |
|
25,990 |
|
368 |
|
41,400 |
1/8/07 |
|
727 |
|
1,255 |
|
18 |
|
2,000 |
2/8/07 |
|
18,166 |
|
31,389 |
|
445 |
|
50,000 |
2/8/07 |
|
18,166 |
|
31,389 |
|
445 |
|
50,000 |
2/8/07 |
|
21,872 |
|
37,793 |
|
535 |
|
60,200 |
2/8/07 |
|
34,516 |
|
59,639 |
|
845 |
|
95,000 |
2/8/07 |
|
36,333 |
|
62,778 |
|
889 |
|
100,000 |
2/8/07 |
|
36,333 |
|
62,778 |
|
889 |
|
100,000 |
2/8/07 |
|
54,499 |
|
94,167 |
|
1,334 |
|
150,000 |
2/8/07 |
|
54,499 |
|
94,167 |
|
1,334 |
|
150,000 |
2/12/07 |
|
31,246 |
|
53,989 |
|
765 |
|
86,000 |
2/12/07 |
|
36,333 |
|
62,778 |
|
889 |
|
100,000 |
3/14/07 |
|
83,436 |
|
144,167 |
|
2,397 |
|
230,000 |
3/14/07 |
|
2,285 |
|
3,949 |
|
66 |
|
6,300 |
5/14/07 |
|
3,628 |
|
6,268 |
|
104 |
|
10,000 |
5/14/07 |
|
36,277 |
|
62,681 |
|
1,042 |
|
100,000 |
5/14/07 |
|
36,277 |
|
62,681 |
|
1,042 |
|
100,000 |
5/15/07 |
|
411 |
|
709 |
|
12 |
|
1,132 |
5/15/07 |
|
5,006 |
|
8,650 |
|
144 |
|
13,800 |
5/16/07 |
|
18,138 |
|
31,341 |
|
521 |
|
50,000 |
5/16/07 |
|
18,138 |
|
31,341 |
|
521 |
|
50,000 |
5/17/07 |
|
36,277 |
|
62,681 |
|
1,042 |
|
100,000 |
13
|
|
|
|
|
|
|
|
|
|
|
SHARES |
|
|
|
|
|
|
Breeden Partners |
|
|
|
|
|
|
Breeden Partners |
|
(California) |
|
Breeden |
|
|
DATE |
|
Holdco Ltd. |
|
L.P. |
|
Partners L.P. |
|
TOTAL |
5/17/07 |
|
36,277 |
|
62,681 |
|
1,042 |
|
100,000 |
5/18/07 |
|
11,246 |
|
19,431 |
|
323 |
|
31,000 |
5/18/07 |
|
36,277 |
|
62,681 |
|
1,042 |
|
100,000 |
5/22/07 |
|
18,138 |
|
31,341 |
|
521 |
|
50,000 |
5/22/07 |
|
18,138 |
|
31,341 |
|
521 |
|
50,000 |
5/22/07 |
|
36,277 |
|
62,681 |
|
1,042 |
|
100,000 |
5/22/07 |
|
36,277 |
|
62,681 |
|
1,042 |
|
100,000 |
5/22/07 |
|
36,277 |
|
62,681 |
|
1,042 |
|
100,000 |
5/23/07 |
|
6,286 |
|
13,534 |
|
180 |
|
20,000 |
5/23/07 |
|
28,882 |
|
62,188 |
|
830 |
|
91,900 |
5/24/07 |
|
15,714 |
|
33,835 |
|
451 |
|
50,000 |
5/24/07 |
|
31,428 |
|
67,669 |
|
903 |
|
100,000 |
5/25/07 |
|
31,428 |
|
67,669 |
|
903 |
|
100,000 |
5/25/07 |
|
31,428 |
|
67,669 |
|
903 |
|
100,000 |
5/29/07 |
|
599 |
|
1,289 |
|
17 |
|
1,905 |
5/30/07 |
|
157 |
|
338 |
|
5 |
|
500 |
5/31/07 |
|
31 |
|
68 |
|
1 |
|
100 |
6/5/07 |
|
20,083 |
|
43,240 |
|
577 |
|
63,900 |
6/6/07 |
|
2,483 |
|
5,346 |
|
71 |
|
7,900 |
6/6/07 |
|
11,346 |
|
24,428 |
|
326 |
|
36,100 |
6/6/07 |
|
15,714 |
|
33,835 |
|
451 |
|
50,000 |
6/6/07 |
|
15,714 |
|
33,835 |
|
451 |
|
50,000 |
6/22/07 |
|
16,252 |
|
34,994 |
|
467 |
|
51,713 |
6/22/07 |
|
62,856 |
|
135,338 |
|
1,806 |
|
200,000 |
6/22/07 |
|
62,856 |
|
135,338 |
|
1,806 |
|
200,000 |
TOTAL |
|
2,124,699 |
|
3,821,440 |
|
53,861 |
|
6,000,000 |
|
|
|
* |
|
Unless otherwise indicated, each of the transactions described above was a purchase of Common Stock for cash on the NYSE Stock Market. |
14
IMPORTANT
Please review this proxy statement and the enclosed materials carefully. YOUR VOTE IS VERY
IMPORTANT, no matter how many or how few shares you own.
1. If your shares are registered in your own name, please sign, date and mail the enclosed BLUE
proxy card to Morrow & Co., Inc., in the postage-paid envelope provided today. You may also vote
via the Internet or by telephone by following the voting instructions on the BLUE proxy card.
2. If you have previously signed and returned a proxy card to H&R Block, you have every right to
change your vote. Only your latest dated proxy card will count. You may revoke any proxy card
already sent to H&R Block by signing, dating and mailing the enclosed BLUE proxy card in the
postage-paid envelope provided.
3. If your shares are held in the name of a brokerage firm, bank nominee or other institution, only
it can sign a BLUE proxy card with respect to your shares and only after receiving your specific
instructions. Accordingly, please sign, date and mail the enclosed BLUE proxy card in the
postage-paid envelope provided. Depending upon your broker or custodian, you may be able to vote
either by toll-free telephone or by the Internet. Please refer to the enclosed voting form for
instructions on how to vote electronically. You may also vote by signing, dating and returning the
enclosed voting form.
If you have any questions concerning this proxy statement, would like to request additional copies
of this proxy statement or need help voting your shares, please contact our proxy solicitor:
Morrow & Co., Inc.
470 West Avenue
Stamford, CT 06902
Phone: (800) 662-5200 or (203) 658-9400
E-mail: breedeninfo@morrowco.com
15
PRELIMINARY COPY SUBJECT TO COMPLETION
DATED JULY 26, 2007
Vote by Telephone
Breeden Partners
Morrow & Co., Inc.
P. O. Box 1150
Pittsburgh, PA 15230
Have this proxy card available
when you call the Toll-Free number
1-888-693-8683 using a touch-tone
telephone and follow the simple
instructions presented to you.
Vote by Internet
Have this proxy card available
when you access the website
www.cesvote.com and follow the
simple instructions presented to
you.
Vote by Mail
Please mark, sign and date
your voting instruction form and
return it in the postage-paid
envelope provided or return it to:
Morrow & Co., Inc., P.O. Box 1150,
Pittsburgh, PA 15230 .
Vote 24 hours a day, 7 days a week!
Your telephone or Internet vote must be received by 11:59 p.m. Eastern Daylight Time
on September 5, 2007 in order to be counted in the final tabulation.
Blue Proxy Card
? TO VOTE BY MAIL, PLEASE DETACH CARD HERE AND RETURN IN THE ENVELOPE PROVIDED. ?
è
1. ELECTION OF DIRECTORS:
Nominees:(1) Richard C. Breeden · FOR · AGAINST · ABSTAIN
(2) Robert A. Gerard · FOR · AGAINST · ABSTAIN
(3) L. Edward Shaw, Jr. · FOR · AGAINST · ABSTAIN
2. Ratification of the appointment of KPMG LLP as the Companys independent accountants for the
fiscal year ending April 30, 2008.
· FOR · AGAINST · ABSTAIN
3. Approval of a shareholder proposal related to the Companys Chairman of the Board position.
· FOR · AGAINST · ABSTAIN
Signature
Signature
Dated: ,2007
Please sign exactly as name appears
hereon. If shares are registered in
more than one name, the signature of
all such persons should be provided. A
corporation should sign in its full
corporate name by a duly authorized
officer, stating his or her title.
Trustees, guardians, executors and
administrators should sign in their
official capacity, giving their full
title as such. If a partnership, please
sign in the partnership name by an
authorized person. The proxy card votes
all shares in all capacities.
IF VOTING BY MAIL, PLEASE SIGN, DATE AND RETURN THIS CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE
TODAY. |
Your vote is important!
If you do not vote by telephone or Internet, please sign and date
this proxy card and return it in the enclosed postage-paid envelope to
Morrow & Co., Inc., P.O. Box 1150, Pittsburgh, PA 15230.
Blue Proxy Card
H&R BLOCK, INC.
2007 ANNUAL MEETING OF SHAREHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF BREEDEN CAPITAL MANAGEMENT LLC, BREEDEN PARTNERS L.P.
BREEDEN PARTNERS (CALIFORNIA) L.P., BREEDEN PARTNERS HOLDCO LTD. (BREEDEN PARTNERS)
The undersigned hereby appoints Richard C. Breeden and James M. Cotter, and each of them,
with full power of substitution, as proxies for the undersigned and authorizes them to
represent and vote, as designated, all of the shares of common stock of H&R Block, Inc. (the
Company or H&R Block) that the undersigned would be entitled to vote if personally present
at the 2007 Annual Meeting of shareholders of H&R Block, including any adjournments,
postponements, reschedulings or continuations of such meeting or any meeting held in lieu
thereof (the 2007 Annual Meeting), for the purposes identified in this proxy and with
discretionary authority as to any other matters that may properly come before the 2007 Annual
Meeting, including substitute nominees if any of the named nominees for director should be
unavailable to serve for election, in accordance with and as described in Breeden Partners
proxy statement.
THIS PROXY HAS BEEN SOLICITED BY BREEDEN PARTNERS AND NOT ON BEHALF OF THE BOARD OF DIRECTORS
OF THE COMPANY (THE BOARD). THIS PROXY REVOKES ALL PRIOR PROXIES GIVEN BY THE UNDERSIGNED
WITH RESPECT TO MATTERS COVERED BY THIS PROXY AND THE VOTING OF SHARES OF COMMON STOCK AT THE
2007 ANNUAL MEETING.
If no direction is made, the proxies will vote FOR the election of the directors listed
in Item 1, FOR the adoption of the proposal in Item 2 and FOR the adoption of the proposal
in Item 3.
? TO VOTE BY MAIL, PLEASE DETACH CARD HERE AND RETURN IN THE ENVELOPE PROVIDED. ?
CONTINUED ON REVERSE SIDE. |