Form: 8-K

Current report filing

November 21, 2019

Documents



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
November 21, 2019
Date of Report (Date of earliest event reported):
 
INTUIT INC.
(Exact Name of Registrant as Specified in its Charter)
 
 
 
 
 
Delaware
 
000-21180
 
77-0034661
(State or other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(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))

Securities registered pursuant to Section 12(b) of the Act:
 
Title of Each Class
 
Trading Symbol
 
Name of Exchange on Which Registered
 
Common Stock, $0.01 par value
 
INTU
 
Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨




ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On November 21, 2019, Intuit Inc. announced its financial results for the fiscal quarter ended October 31, 2019 and provided forward-looking guidance. A copy of the press release is attached to this Report as Exhibit 99.01.
The information in this Report and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly stated by specific reference in such filing.
ITEM 8.01 OTHER EVENTS.
On November 21, 2019, Intuit also announced that its Board of Directors approved a cash dividend of $0.53 per share. The cash dividend will be paid on January 21, 2020 to shareholders of record as of the close of business on January 10, 2020. Future declarations of dividends and the establishment of future record dates and payment dates are subject to the final determination of the Intuit Board of Directors. A copy of the press release announcing the cash dividend is furnished as Exhibit 99.01 to this Report.
In August 2019, Brad Smith, Intuit’s Executive Chairman, adopted a stock trading plan related to the exercise of up to 227,450 stock options and the sale of the underlying shares. Subject to the terms and conditions of this plan, a brokerage firm may periodically exercise the stock options and sell the shares at predetermined prices from November 2019 through June 2020.
In August 2019, Sasan Goodarzi, Intuit’s Chief Executive Officer and President and a Board member, adopted a stock trading plan related to the exercise of up to 92,950 stock options and the sale of the underlying shares. Subject to the terms and conditions of this plan, a brokerage firm may periodically exercise the stock options and sell the shares at predetermined prices from November 2019 through June 2020.
In August 2019, James “Alex” Chriss, Intuit’s Executive Vice President and general manager of the Small Business and Self-Employed Group, adopted a stock trading plan related to the exercise of up to 21,497 stock options and the sale of the underlying shares and sales of up to 10,119 restricted stock units and 14,980 performance-based restricted stock units. Subject to the terms and conditions of this plan, a brokerage firm may periodically exercise the stock options and sell the shares at predetermined prices from November 2019 through December 2020.
These trading plans are intended to satisfy the requirements of Rule 10b5-1 of the Exchange Act and were 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 these trading plans 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
 
 
 
 
99.01
  
Press release issued on November 21, 2019, reporting financial results for the quarter ended October 31, 2019 and announcing the cash dividend.*
 
 
 
 
 
 
 
*
This exhibit is intended to be furnished and shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended.




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:
November 21, 2019
 
INTUIT INC.
 
 
 
 
 
 
 
By:
 
/s/ Michelle M. Clatterbuck
 
 
 
 
 
Michelle M. Clatterbuck
 
 
 
 
 
Executive Vice President and Chief Financial Officer




EXHIBIT INDEX
 
 

*
This exhibit is intended to be furnished and shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended.