Form: 8-K

Current report filing

January 24, 2022

Documents

0000896878false00008968782022-01-202022-01-20

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

January 20, 2022
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, including zip code)
(650) 944-6000
(Registrant’s telephone number, including area code)
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 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Amendment to Non-Employee Director Compensation Program

On January 20, 2022, Intuit’s Board of Directors approved an amended Non-Employee Director Compensation Program, effective January 20, 2022, and attached to this Report as Exhibit 99.01.

ITEM 5.07    Submission of Matters to a Vote of Security Holders.

(a)Intuit’s Annual Meeting of Stockholders was held on January 20, 2022.

(b) At the meeting, stockholders:
1.Elected twelve persons to serve as directors of Intuit;
2.Approved, on an advisory basis, Intuit’s executive compensation;
3.Ratified the selection of Ernst & Young LLP to serve as the independent registered public accounting firm for the fiscal year ending July 31, 2022; and
4.Approved the Company's Amended and Restated 2005 Equity Incentive Plan..

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 224,307,755  867,250  142,576  17,490,665 
Scott D. Cook 223,949,094  1,243,484  125,003  17,490,665 
Richard L. Dalzell 224,412,085  753,790  151,706  17,490,665 
Sasan K. Goodarzi 224,267,279  928,420  121,882  17,490,665 
Deborah Liu 224,347,878  828,259  141,444  17,490,665 
Tekedra Mawakana 224,365,551  805,041  146,989  17,490,665 
Suzanne Nora Johnson 217,029,400  7,910,893  377,288  17,490,665 
Dennis D. Powell 212,503,968  11,034,436  1,779,177  17,490,665 
Brad D. Smith 222,762,507  2,424,409  130,665  17,490,665 
Thomas Szkutak 224,351,024  790,239  176,318  17,490,665 
Raul Vazquez 224,414,432  751,094  152,055  17,490,665 
Jeff Weiner 224,449,530  716,825  151,226  17,490,665 

2.Advisory vote to approve executive compensation.


For Against Abstain Broker Non-Votes
206,002,058  19,120,718  194,805  17,490,665 

3.Ratification of selection of Ernst & Young LLP to serve as independent registered public accounting firm for the fiscal year ending July 31, 2022.
For Against Abstain Broker Non-Votes
230,804,236  11,542,670  461,340  — 

4. Approval of the Company's Amended and Restated Equity Incentive Plan.
For Against Abstain Broker Non-Votes
202,596,241  22,553,235  168,105  17,490,665 


ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
99.01+
104
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)
+
Indicates a management contract or compensatory plan or arrangement.


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 24, 2022 INTUIT INC.
By: /s/ MICHELLE M. CLATTERBUCK
Michelle M. Clatterbuck
Executive Vice President and Chief Financial Officer