8-K: Current report filing
Published on January 22, 2024
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
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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) | |||||
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Securities registered pursuant to Section 12(b) of the Act:
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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 18, 2024, Intuit Inc. (the "Company") held its Annual Meeting of Stockholders. At the meeting, stockholders:
1.Elected eleven persons to serve as directors of the Company;
2.Approved, on an advisory basis, the Company’s executive compensation;
3.Voted, on an advisory basis, on the frequency of future say-on-pay votes. In accordance with the Board's recommendation and the voting results on this advisory proposal, the Company will hold an annual advisory vote to approve the compensation of its named executives officers;
4.Ratified the selection of Ernst & Young LLP to serve as the independent registered public accounting firm for the fiscal year ending July 31, 2024;
5.Approved the Company's Amended and Restated 2005 Equity Incentive Plan; and
6.Did not approve a stockholder proposal requesting a retirement plan investment report.
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 22, 2023.
1.Election of Directors
| Nominee | For | Against | Abstain | Broker Non-Votes | ||||||||||
| Eve Burton | 233,861,120 | 4,035,146 | 162,916 | 19,601,206 | ||||||||||
| Scott D. Cook | 237,429,235 | 475,393 | 154,554 | 19,601,206 | ||||||||||
| Richard L. Dalzell | 237,111,451 | 784,316 | 163,415 | 19,601,206 | ||||||||||
| Sasan K. Goodarzi | 237,615,875 | 292,778 | 150,529 | 19,601,206 | ||||||||||
| Deborah Liu | 236,407,616 | 1,477,968 | 173,598 | 19,601,206 | ||||||||||
| Tekedra Mawakana | 234,585,253 | 3,296,795 | 177,134 | 19,601,206 | ||||||||||
| Suzanne Nora Johnson | 222,014,561 | 15,886,605 | 158,016 | 19,601,206 | ||||||||||
| Ryan Roslansky | 236,215,410 | 1,652,131 | 191,641 | 19,601,206 | ||||||||||
| Thomas Szkutak | 234,397,045 | 3,495,903 | 166,234 | 19,601,206 | ||||||||||
| Raul Vazquez | 236,662,100 | 1,237,113 | 159,969 | 19,601,206 | ||||||||||
| Eric S. Yuan | 233,302,069 | 4,299,514 | 457,599 | 19,601,206 | ||||||||||
2.Advisory vote to approve executive compensation
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 220,006,006 | 17,836,351 | 216,825 | 19,601,206 | ||||||||
3.Advisory vote to approve frequency of future executive compensation advisory votes
| One Year | Two Years | Three Years | Abstain | Broker Non-Votes | ||||||||||
| 236,256,707 | 73,343 | 1,549,272 | 179,860 | 19,601,206 | ||||||||||
4.Ratification of selection of Ernst & Young LLP to serve as independent registered public accounting firm for the fiscal year ending July 31, 2024
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 243,187,222 | 14,300,457 | 172,709 | — | ||||||||
5. Approval of the Company's Amended and Restated 2005 Equity Incentive Plan
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 219,434,227 | 18,448,837 | 176,118 | 19,601,206 | ||||||||
6. Stockholder proposal - retirement plan investment report
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 30,081,687 | 197,342,298 | 10,635,197 | 19,601,206 | ||||||||
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 22, 2024 |
INTUIT INC. | |||||||||||||
| By: | /s/ Sandeep S. Aujla | |||||||||||||
| Sandeep S. Aujla | ||||||||||||||
|
Executive Vice President and
Chief Financial Officer
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