Form: 8-K

Current report filing

January 20, 2017




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

    
FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 19, 2017

 
INTUIT INC.
(Exact Name of Registrant as Specified in its Charter)


Delaware
(State or other Jurisdiction of Incorporation)
000-21180 
(Commission File Number)
77-0034661
(I.R.S. Employer Identification No.)
 
2700 Coast Avenue
Mountain View, CA 94043
 
 
(Address of Principal Executive Offices) (Zip Code)
 


Registrant’s telephone number, including area code: (650) 944-6000


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
 



ITEM 5.07    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

(a)
Intuit’s Annual Meeting of Stockholders was held on January 19, 2017.

(b)
At the meeting, stockholders:
1.
Elected nine persons to serve as directors of Intuit;
2.
Ratified the selection of Ernst & Young LLP to serve as the independent registered public accounting firm for fiscal year ended July 31, 2017;
3.
Approved the Intuit Inc. Amended and Restated 2005 Equity Incentive Plan; and
4.
Approved on an advisory basis, Intuit’s executive compensation.

Set forth below, with respect to each such matter, are the number of votes cast for or against, the number of abstentions and the number of broker non-votes.

1.
Election of Directors.

Nominee
For
Against
Abstain
Broker Non-Votes
Eve Burton
213,649,815
74,105
85,146
17,022,184
Scott D. Cook
212,647,981
1,085,602
75,483
17,022,184
Richard L. Dalzell
213,615,140
79,038
114,888
17,022,184
Diane B. Greene
208,644,449
5,083,267
81,350
17,022,184
Suzanne Nora Johnson
209,879,577
3,843,549
85,940
17,022,184
Dennis D. Powell
210,934,188
2,171,421
703,457
17,022,184
Brad D. Smith
205,567,441
6,643,309
1,598,316
17,022,184
Raul Vazquez
213,619,462
75,260
114,344
17,022,184
Jeff Weiner
210,437,292
3,285,117
86,657
17,022,184


2.
Ratification of selection of Ernst & Young LLP to serve as independent registered public accounting firm for the fiscal year ended July 31, 2017.

For
Against
Abstain
Broker Non-Votes
228,187,058
2,541,411
102,781
 

3.
Approval of Amended and Restated 2005 Equity Incentive Plan.

For
Against
Abstain
Broker Non-Votes
162,935,357
50,633,683
240,026
17,022,184

    

4.
Advisory vote to approve executive compensation.

For
Against
Abstain
Broker Non-Votes
179,757,529
33,697,651
353,886
17,022,184


2

ITEM 8.01 OTHER EVENTS.

In December 2016, Brad D. Smith, Chairman of the Board, Chief Executive Officer and President, adopted a stock trading plan related to the exercise of 103,445 stock options and the sale of the underlying shares of Intuit Inc. common stock. Subject to the terms and conditions of this plan, a brokerage firm may periodically sell the issued shares at predetermined minimum prices from February 2017 through June 2017.

This trading plan is intended to satisfy the requirements of Rule 10b5-1 of the Exchange Act and was adopted in accordance with Intuit's policies regarding securities transactions. Rule 10b5-1 permits individuals who are not in possession of material, non-public information at the time the plan is adopted to establish pre-arranged plans to buy or sell company stock.

Transactions under this trading plan will be disclosed publicly through Form 4 filings with the Securities and Exchange Commission, to the extent required by law.


Item    9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

 
 
 
 
 
Exhibit
 
Description
 
10.01
 
Intuit Inc. Amended and Restated 2005 Equity Incentive Plan, as amended through January 19, 2017 (incorporated by reference to Exhibit 99.01 to the registration statement on Form S-8 (Registration No. 333-215639) filed by the registrant with the Securities and Exchange Commission on January 20, 2017).



3


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: January 20, 2017
 
INTUIT INC.
 
 
 
 
 
 
 
 
By: /s/ R.NEIL WILLIAMS
 
 
R. Neil Williams
 
 
Executive Vice President and
 
 
Chief Financial Officer



4


EXHIBIT INDEX
 
 
 
 
 
Exhibit
 
Description
 
10.01
 
Intuit Inc. Amended and Restated 2005 Equity Incentive Plan, as amended through January 19, 2017 (incorporated by reference to Exhibit 99.01 to the registration statement on Form S-8 (Registration No. 333-215639) filed by the registrant with the Securities and Exchange Commission on January 20, 2017).



5