Stage set for shareholder showdown

Breeden bid to replace board members adds drama to today's meeting

? This year’s annual meeting of H&R Block Inc. shareholders would be an anxious affair under normal circumstances.

The Kansas City, Mo.-based tax preparer’s stock price is down 19 percent from its 52-week high of $24.95 and slightly below where it was a year ago.

Last week, the company said its planned sale of subsidiary Option One Mortgage Corp. was in jeopardy, bad news as investors have hoped to jettison the struggling operation that pushed the company to post a $433.6 million annual loss.

But today’s meeting in Kansas City brings the added drama of dissident shareholder Breeden Capital Management trying to replace three members of H&R Block’s board of directors with nominees of its choosing.

The Greenwich, Conn.-based investment fund’s chief executive, Richard Breeden, has said in a series of blunt letters to shareholders this summer that the company is being mismanaged.

He said the company’s forays into mortgage lending, investment advising and banking has slowed the company’s momentum, hurting shareholder value.

“We believe this loss of potential return stems from a strategy of diversification that isn’t sound, as well as ineffective execution,” Breeden said, in announcing his nominees in July. “The board of HRB should insist on much more for shareowners.”

Breeden has said he would speed up the process of selling Option One and may sell off other divisions, such as the year-old H&R Block Bank, so that the company could get back to focusing on its core tax-preparation business. Breeden’s firm says it owns 1.8 percent of H&R Block shares.

Mark Ernst, H&R Block’s chairman and chief executive, has used his own series of shareholder letters to lambast Breeden and urge shareholder support of the company’s board nominees.

Ernst has said Breeden’s ideas aren’t new, that the company is moving as fast as it can to unload Option One and that getting rid of its bank would eliminate an effective lure in attracting tax clients in the early weeks of the tax season.

“By continuing to execute on our strategic plan, we believe that we are on track to deliver value for all of our shareholders,” Ernst said during a conference call with analysts last week. “This is not the time for costly distractions and organizational disruptions.”

The company also has questioned Breeden’s role as a corporate monitor of KPMG, which is H&R Block’s auditor, and whether that could be considered a conflict of interest – requiring the costly move of hiring a new auditor.

Breeden has dismissed those concerns, saying he monitors the company’s agreement with the Justice Department and has little control over the auditor’s operations.

Five shareholder advisory firms have come out in support of Breeden, recommending investors vote for his firm’s board nominees.

H&R Block has tried to spotlight its successes, such as its tax business, which served 19.9 million customers this year and reported $2.69 billion in revenue, up 9.8 percent from $2.45 billion in 2006.