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, 2014
INTUIT INC.
(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, CA 94043
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s telephone number, including area code: (650) 944-6000
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)) |
| ITEM 5.02 | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. |
Amendment of the 2005 Equity Incentive Plan
At the Annual Meeting of Stockholders of Intuit Inc. (“Intuit”) held on January 23, 2014, Intuit’s stockholders approved amendments to Intuit’s 2005 Equity Incentive Plan (the “Plan”). The amendments were approved by Intuit’s Board of Directors, subject to the approval of Intuit’s stockholders, and became effective with such stockholder approval on January 23, 2014.
As a result of such stockholder approval, the Plan was amended to increase the number of shares authorized for issuance under the Plan by 19,000,000 shares, extend the term of the Plan from January 19, 2015 to October 29, 2023, and make certain other amendments described more fully in “Proposal No. 3 - Approval of Amended and Restated 2005 Equity Incentive Plan” (pages 64 through 74) in Intuit’s definitive proxy statement dated November 27, 2013, and filed with the Securities and Exchange Commission on November 27, 2013.
The foregoing descriptions are qualified in their entirety by reference to the Plan, a copy of which is filed as Exhibit 99.01 to the S-8 Registration Statement filed by Intuit on January 24, 2014.
| ITEM 5.07 | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
Intuit’s Annual Meeting of Stockholders was held on January 23, 2014. At the meeting, stockholders:
| 1. | Elected nine persons to serve as directors of Intuit; |
| 2. | Ratified the selection of Ernst & Young LLP to serve as the independent registered public accounting firm for fiscal year ended July 31, 2014; |
| 3. | Approved the Amended and Restated 2005 Equity Incentive Plan; and |
| 4. | Approved the non-binding advisory resolution on executive compensation. |
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 |
||||||||||||
| Christopher W. Brody |
228,568,618 | 13,104,663 | 175,296 | 15,328,117 | ||||||||||||
| William V. Campbell |
230,255,618 | 11,422,040 | 170,919 | 15,328,117 | ||||||||||||
| Scott D. Cook |
231,179,497 | 10,500,173 | 168,907 | 15,328,117 | ||||||||||||
| Diane B. Greene |
239,570,023 | 2,096,331 | 182,223 | 15,328,117 | ||||||||||||
| Edward A. Kangas |
219,817,106 | 21,843,441 | 188,030 | 15,328,117 | ||||||||||||
| Suzanne Nora Johnson |
239,376,930 | 2,299,103 | 172,544 | 15,328,117 | ||||||||||||
| Dennis D. Powell |
239,253,875 | 2,407,534 | 187,168 | 15,328,117 | ||||||||||||
| Brad D. Smith |
238,939,620 | 2,743,528 | 165,429 | 15,328,117 | ||||||||||||
| Jeff Weiner |
233,675,640 | 7,997,029 | 175,908 | 15,328,117 | ||||||||||||
| 2. | Ratification of selection of Ernst & Young LLP to serve as independent registered public accounting firm for the fiscal year ended July 31, 2014. |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 254,478,525 |
2,468,881 | 229,288 |
| 3. | Approval of Amended and Restated 2005 Equity Incentive Plan. |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 183,101,793 |
58,321,074 | 425,710 | 15,328,117 |
| 4. | Advisory vote to approve executive compensation. |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 198,531,909 |
42,889,985 | 426,683 | 15,328,117 |
| Item 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
| (d) | Exhibits |
| Exhibit |
Description | |
| 10.01 | Intuit Inc. Amended and Restated 2005 Equity Incentive Plan, as amended through January 23, 2014 (incorporated by reference to Exhibit 99.01 to the registration statement on Form S-8 (Registration No. 333-193551) filed by the registrant with the Securities and Exchange Commission on January 24, 2014). | |
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, 2014 | INTUIT INC. | |||
| By: | /s/ LAURA A. FENNELL | |||
| Laura A. Fennell | ||||
| Senior Vice President, General Counsel and Corporate Secretary | ||||
EXHIBIT INDEX
| Exhibit |
Description | |
| 10.01 | Intuit Inc. Amended and Restated 2005 Equity Incentive Plan, as amended through January 23, 2014 (incorporated by reference to Exhibit 99.01 to the registration statement on Form S-8 (Registration No. 333-193551) filed by the registrant with the Securities and Exchange Commission on January 24, 2014). | |