H&R BLOCK INC 8-K

What Happened H&R Block, Inc. announced on January 20, 2026 that its Board of Directors increased from eight to eleven members and elected Geralyn R. Breig, Christian H. Charnaux, and Stephanie C. Plaines to fill the new seats. The Board also assigned Mr. Charnaux and Ms. Plaines to the Audit Committee and Ms. Breig to the Compensation Committee and the Governance and Nominating Committee.

These new directors will be covered by the company’s standard indemnification agreement and will participate in H&R Block’s non‑employee director compensation program, including cash and equity retainers that will be prorated for their current term.

Key Details

• Board size increased from 8 to 11; appointments effective January 20, 2026.
• Annual non-employee director cash retainer: $85,000 (paid quarterly, prorated for current term).
• Annual equity retainer: director restricted share units (DRSUs) with an annual value of $200,000; DRSUs fully vest one year after grant, subject to continued service.
• Audit Committee cash retainer: $15,000 annually for Mr. Charnaux and Ms. Plaines (prorated). Compensation Committee cash retainer: $10,000 for Ms. Breig; Governance & Nominating Committee retainer: $7,500 for Ms. Breig (both prorated).
• No related-party transactions or arrangements requiring disclosure under Item 404(a) of Regulation S‑K were reported.

Why It Matters Board expansions and new director appointments affect corporate governance and oversight. Investors should note the specific committee assignments (Audit; Compensation; Governance & Nominating) and the compensation structure (cash and equity retainers with one‑year vesting for DRSUs), which align the new directors’ incentives with shareholder interests. There were no disclosed conflicts or related-party transactions tied to these appointments.