SAN FRANCISCO (Thomson Financial) - H&R Block Inc. late Tuesday said it will
separate the roles of chairman and chief executive and that it has introduced a
"say on pay" vote that will allow shareholders to cast an advisory vote on the
company's overall pay policies.
The CEO will also be prohibited from holding more than one other board seat
in addition to a seat on the H&R Block board.
The first annual, non-binding "say on pay" vote will be held at the
company's 2008 annual meeting.
The Kansas City, Mo.-based financial services firm also introduced a number
of other changes in its board structure.
It set a 12-year term-limit for members of its board and shrunk the board
size to a minimum of 7 directors and a maximum of 12, from an earlier range of 9
to 15.
The company said independent directors will have to resign from the board
upon any material change in their employment or career and that independent
directors may not be on the boards of more than four publicly traded companies.
Additionally, should any employee directors join the board they must resign
immediately once they are no longer H&R Block employees.
The board will also meet no less than once a year with significant
shareholders; the first such meeting will be held in October.
The company also said it allowed its "poison pill" provision to expire in
March.
The stock closed the regular session down 5 cents at $23.41.
Brigid Gaffikin
bg/gm
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