Form: 8-K

Current report filing

January 23, 2023

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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 19, 2023
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 5.07    Submission of Matters to a Vote of Security Holders.
On January 19, 2023, Intuit Inc. (the "Company") held its Annual Meeting of Stockholders. At the meeting, stockholders:
1.Elected nine 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, 2023; and
4.Approved the Company's Amended and Restated Employee Stock Purchase Plan.
Set forth below are the number of votes cast for or against, the number of abstentions and the number of broker non-votes with respect to each proposal, which is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on November 23, 2022.

1.Election of Directors.
Nominee For Against Abstain Broker Non-Votes
Eve Burton 226,567,330  1,025,512  114,113  19,524,929 
Scott D. Cook 226,857,992  748,568  100,395  19,524,929 
Richard L. Dalzell 226,846,538  720,737  139,680  19,524,929 
Sasan K. Goodarzi 226,870,302  738,461  98,192  19,524,929 
Deborah Liu 226,540,756  1,049,050  117,149  19,524,929 
Tekedra Mawakana 226,667,121  916,051  123,783  19,524,929 
Suzanne Nora Johnson 218,581,927  8,593,646  531,382  19,524,929 
Thomas Szkutak 226,899,342  679,583  128,030  19,524,929 
Raul Vazquez 226,977,839  601,196  127,920  19,524,929 

2.Advisory vote to approve executive compensation.
For Against Abstain Broker Non-Votes
212,168,457  15,355,835  182,663  19,524,929 

3.Ratification of selection of Ernst & Young LLP to serve as independent registered public accounting firm for the fiscal year ending July 31, 2023.
For Against Abstain Broker Non-Votes
236,152,588  10,569,670  509,626  — 

4. Approval of the Company's Amended and Restated Employee Stock Purchase Plan.
For Against Abstain Broker Non-Votes
225,936,149  1,663,368  107,438  19,524,929 


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 23, 2023 INTUIT INC.
By: /s/ MICHELLE M. CLATTERBUCK
Michelle M. Clatterbuck
Executive Vice President and Chief Financial Officer