(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 5.02 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 5.07Submission 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.
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