(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, CA94043
(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 5.07Submission 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
