Intuit 8-K 2026-01-22

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 22, 2026

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 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On January 22, 2026, the Board of Directors (the "Board") of Intuit Inc. (the "Company") approved an amended Non-Employee Director Compensation Program, effective January 22, 2026, which is attached to this Report as Exhibit 99.01.

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On January 22, 2026, the Company held its Annual Meeting of Stockholders (the "Meeting"). 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.Ratified the selection of Ernst & Young LLP to serve as the independent registered public accounting firm for the fiscal year ending July 31, 2026; and

4.Did not approve a stockholder proposal requesting the Company's Board issue a report on the return on investment of the Company's diversity and inclusion programs

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 Company's definitive proxy statement filed with the Securities and Exchange Commission on November 26, 2025.

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, 2026

4.Shareholder proposal requesting the Board issue a report on the return on investment of the Company's diversity and inclusion programs

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

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.