Intuit 8-K 2024-01-18

Filed 2024-01-22. 1 sections, 8K characters. Original on sec.gov · Markdown · JSON

Form 8-K

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 18, 2024

Date of Report (Date of earliest event reported):

INTUIT INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware000-2118077-0034661
(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 ClassTrading SymbolName of Exchange on Which Registered
Common Stock, $0.01 par valueINTUNasdaq 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 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

NomineeForAgainstAbstainBroker Non-Votes
Eve Burton233,861,1204,035,146162,91619,601,206
Scott D. Cook237,429,235475,393154,55419,601,206
Richard L. Dalzell237,111,451784,316163,41519,601,206
Sasan K. Goodarzi237,615,875292,778150,52919,601,206
Deborah Liu236,407,6161,477,968173,59819,601,206
Tekedra Mawakana234,585,2533,296,795177,13419,601,206
Suzanne Nora Johnson222,014,56115,886,605158,01619,601,206
Ryan Roslansky236,215,4101,652,131191,64119,601,206
Thomas Szkutak234,397,0453,495,903166,23419,601,206
Raul Vazquez236,662,1001,237,113159,96919,601,206
Eric S. Yuan233,302,0694,299,514457,59919,601,206

2.Advisory vote to approve executive compensation

ForAgainstAbstainBroker Non-Votes
220,006,00617,836,351216,82519,601,206

3.Advisory vote to approve frequency of future executive compensation advisory votes

One YearTwo YearsThree YearsAbstainBroker Non-Votes
236,256,70773,3431,549,272179,86019,601,206

4.Ratification of selection of Ernst & Young LLP to serve as independent registered public accounting firm for the fiscal year ending July 31, 2024

ForAgainstAbstainBroker Non-Votes
243,187,22214,300,457172,709—
  1. Approval of the Company's Amended and Restated 2005 Equity Incentive Plan
ForAgainstAbstainBroker Non-Votes
219,434,22718,448,837176,11819,601,206
  1. Stockholder proposal - retirement plan investment report
ForAgainstAbstainBroker Non-Votes
30,081,687197,342,29810,635,19719,601,206

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, 2024INTUIT INC.
By:/s/ Sandeep S. Aujla
Sandeep S. Aujla
Executive Vice President and Chief Financial Officer