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

Date of Report (Date of earliest event reported): January 22, 2015

 

 

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 Employee Stock Purchase Plan

At the Annual Meeting of Stockholders of Intuit Inc. (“Intuit”) held on January 22, 2015, Intuit’s stockholders approved an amendment to Intuit’s Employee Stock Purchase Plan (the “Plan”). The amendment was approved by Intuit’s Board of Directors, subject to the approval of Intuit’s stockholders, and became effective with such stockholder approval on January 22, 2015.

As a result of such stockholder approval, the Plan was amended to increase the number of shares authorized for issuance under the Plan by 3,000,000 shares as described more fully in “Proposal No. 4 - Approval of An Amendment and Restatement of the Employee Stock Purchase Plan” (pages 63 through 66) in Intuit’s definitive proxy statement dated November 26, 2014, and filed with the Securities and Exchange Commission on November 26, 2014.

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 23, 2015.

 

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

Intuit’s Annual Meeting of Stockholders was held on January 22, 2015. 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, 2015;

 

  3. Approved the non-binding advisory resolution on executive compensation; and

 

  4. Approved the Amended and Restated Employee Stock Purchase 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

  

William V. Campbell

      228,735,131         10,371,084         254,255         16,444,560   

Scott D. Cook

      229,939,034         9,169,428         252,008         16,444,560   

Richard L. Dalzell

      236,970,710         2,130,887         258,873         16,444,560   

Diane B. Greene

      229,908,848         8,810,754         640,868         16,444,560   

Edward A. Kangas

      221,310,036         17,788,014         262,420         16,444,560   

Suzanne Nora Johnson

      237,684,688         1,033,763         642,019         16,444,560   

Dennis D. Powell

      235,683,424         3,027,105         649,941         16,444,560   

Brad D. Smith

      236,900,402         2,206,605         253,463         16,444,560   

Jeff Weiner

      235,488,203         3,610,648         261,619         16,444,560   

  2. Ratification of selection of Ernst & Young LLP to serve as independent registered public accounting firm for the fiscal year ended July 31, 2015.

 

For

  

Against

  

Abstain

  

Broker Non-Votes

252,877,038   2,653,292   274,700  

 

  3. Advisory vote to approve executive compensation.

 

For

  

Against

  

Abstain

  

Broker Non-Votes

205,169,146   33,763,657   427,667   16,444,560

 

  4. Approval of Amended and Restated Employee Stock Purchase Plan.

 

For

  

Against

  

Abstain

  

Broker Non-Votes

237,945,016   1,120,046   295,408   16,444,560

 

ITEM 8.01 OTHER EVENTS.

In December 2014, Brad D. Smith, President and Chief Executive Officer and a director of Intuit Inc., adopted a stock trading plan related to the exercise of 185,000 stock options and the sale of the underlying Intuit Inc. common stock. Subject to the terms and conditions of this plan, a brokerage firm may periodically sell the issued shares at predetermined minimum prices from February 2015 to June 2015.

This plan is intended to satisfy the requirements of Rule 10b5-1 of the Exchange Act and was adopted in accordance with Intuit’s policies regarding securities transactions. Rule 10b5-1 permits individuals who are not in possession of material, non-public information at the time the plan is adopted to establish pre-arranged plans to buy or sell company stock.

Transactions under this plan will be disclosed publicly through Form 4 filings with the Securities and Exchange Commission, to the extent required by law.

Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

 

(d) Exhibits

 

Exhibit

   

Description

10.01    Intuit Inc. Amended and Restated Employee Stock Purchase Plan, as amended through January 22, 2015 (incorporated by reference to Exhibit 99.01 to the registration statement on Form S-8 (Registration No. 333-201671) filed by the registrant with the Securities and Exchange Commission on January 23, 2015).

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 23, 2015     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 Employee Stock Purchase Plan, as amended through January 22, 2015 (incorporated by reference to Exhibit 99.01 to the registration statement on Form S-8 (Registration No. 333-201671) filed by the registrant with the Securities and Exchange Commission on January 23, 2015).