Intuit 8-K 2025-01-23

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

Date of Report (Date of earliest event reported): January 23, 2025

INTUIT INC.

(Exact Name of Registrant as Specified in its Charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 23, 2025, Intuit Inc. (the "Company") held its Annual Meeting of Stockholders (the “Meeting”). At the Meeting, the Company’s stockholders approved an amendment to the Company’s Restated Certificate of Incorporation to provide for the exculpation from liability for certain officers of the Company to the fullest extent permitted by Delaware law (the “Amendment”) (as described below in Item 5.07). The Amendment is described further in the Company’s Proxy Statement (the “Proxy Statement”) filed with the Securities and Exchange Commission on November 27, 2024. The text of the Amendment, which is set forth in the Proxy Statement under Proposal No. 4, is incorporated herein by reference. On January 27, 2025, to effect the Amendment, the Company filed an Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, which became effective upon its filing.

ITEM 5.07 Submission of Matters to a Vote of Security Holders.

On January 23, 2025, at the Meeting, stockholders:

1.Elected thirteen persons to serve as directors of the Company;

2.Approved, on an advisory basis, the Company’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, 2025; and

4.Approved an amendment to the Company's Certificate of Incorporation to limit the liability of certain officers in accordance with recent Delaware law amendments.

Set forth below are the number of votes cast for or against, the number of abstentions and the number of any broker non-votes with respect to each proposal, which is described in detail in the Proxy Statement.

1.Election of Directors

2.Advisory vote to approve executive compensation

3.Ratification of selection of Ernst & Young LLP to serve as independent registered public accounting firm for the fiscal year ending July 31, 2025

4. Approval of an amendment to the Company's Certificate of Incorporation to limit the liability of certain officers in accordance with recent Delaware law amendments

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.