0000896878false00008968782026-01-222026-01-22
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)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 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, 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 Class |
|
Trading Symbol |
|
Name of Exchange on Which Registered |
| |
Common Stock, $0.01 par value |
|
INTU |
|
Nasdaq 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 5.02 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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Nominee |
For |
Against |
Abstain |
Broker Non-Votes |
| Eve Burton |
230,465,421 |
|
1,229,574 |
|
179,853 |
|
17,178,505 |
|
| Scott D. Cook |
229,987,656 |
|
1,726,962 |
|
160,230 |
|
17,178,505 |
|
| Richard L. Dalzell |
229,438,975 |
|
2,236,248 |
|
199,625 |
|
17,178,505 |
|
| Sasan K. Goodarzi |
220,456,651 |
|
9,609,358 |
|
1,808,839 |
|
17,178,505 |
|
| Deborah Liu |
218,636,792 |
|
12,787,130 |
|
450,926 |
|
17,178,505 |
|
| Tekedra Mawakana |
226,559,289 |
|
4,993,755 |
|
321,804 |
|
17,178,505 |
|
| Forrest Norrod |
225,928,435 |
|
5,428,328 |
|
518,085 |
|
17,178,505 |
|
| Vasant Prabhu |
231,280,393 |
|
393,570 |
|
200,885 |
|
17,178,505 |
|
| Thomas Szkutak |
220,068,932 |
|
11,290,617 |
|
515,299 |
|
17,178,505 |
|
| Raul Vazquez |
225,852,401 |
|
5,826,329 |
|
196,118 |
|
17,178,505 |
|
| Eric S. Yuan |
226,021,097 |
|
5,211,914 |
|
641,837 |
|
17,178,505 |
|
2.Advisory vote to approve executive compensation
|
|
|
|
|
|
|
|
|
|
|
|
| For |
Against |
Abstain |
Broker Non-Votes |
| 215,761,247 |
|
15,861,617 |
|
251,984 |
|
17,178,505 |
|
3.Ratification of selection of Ernst & Young LLP to serve as independent registered public accounting firm for the fiscal year ending July 31, 2026
|
|
|
|
|
|
|
|
|
|
|
|
| For |
Against |
Abstain |
|
| 228,967,607 |
|
19,863,142 |
|
222,604 |
|
|
4.Shareholder proposal requesting the Board issue a report on the return on investment of the Company's diversity and inclusion programs
|
|
|
|
|
|
|
|
|
|
|
|
| For |
Against |
Abstain |
Broker Non-Votes |
| 1,753,458 |
|
228,853,804 |
|
1,267,586 |
|
17,178,505 |
|
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
|
|
|
|
|
|
|
|
|
|
|
|
| 99.01+ |
|
|
| 104 |
|
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) |
|
|
|
|
|
|
| + |
Indicates a management contract or compensatory plan or arrangement. |
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 26, 2026 |
|
INTUIT INC. |
|
|
|
|
By: |
/s/ Sandeep S. Aujla |
|
|
|
|
Sandeep S. Aujla |
|
|
|
|
Executive Vice President and Chief Financial Officer |
EX-99.01
2
non-employeedirectorcompen.htm
EX-99.01
Document
INTUIT INC.
2026 NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM
Amended and effective January 22, 2026
The Non-Employee Director Compensation Program applies to the non-employee members of the Board of Directors (the “Board”) of Intuit Inc. (“Company”). Terms not otherwise defined herein are defined in the Company’s Amended and Restated 2005 Equity Incentive Plan.
Equity Compensation
●Amount: Each appointed or elected non-employee director will receive an annual grant of Company restricted stock units (“RSUs”) in an amount equal to the Annual Grant Value below, divided by the closing stock price on the grant date.
|
|
|
|
|
|
Role |
Annual Grant Value |
Non-Employee Director |
$280,000 |
●Timing: These RSUs are granted automatically on the first business day following the Company’s annual meeting of stockholders to each appointed or elected non-employee director. A non-employee director who joins the Board mid-year will receive a pro-rated grant for the year.
●Vesting: Each grant will generally vest in full on the first business day of the 12th month following the grant date except for grants awarded mid-year, which will fully vest on the first business day of the 12th month following the most recent annual meeting of stockholders. In the event of death, disability, or upon a Corporate Transaction, all of a non-employee director's grants will become fully vested.
●Deferral: Payment of the grants will be automatically deferred until the earliest of: (a) five years from the grant date; (b) termination (for any reason); or (c) a Corporate Transaction. Additional voluntary deferrals are permitted.
Cash Compensation
●Board Service Retainer: Non-employee directors are each paid an annual cash retainer for service as a member of the Board.
●Lead Independent Director Retainer: The Lead Independent Director is paid an additional annual cash retainer.
●Committee Service Retainers: Non-employee directors are paid additional annual cash retainers for serving on a Committee, including separate retainers for serving as a Committee chair and/or a Committee member.
●Retainer Amounts: Annual cash retainers for non-employee directors in good standing are paid in four equal installments. The specific annual cash retainer amounts for each role are detailed in the chart below.
|
|
|
|
|
|
|
|
|
Board Roles |
Non-Employee Director |
$75,000 |
Lead Independent Director |
$50,000 |
Committee |
Chair |
Member |
Audit & Risk Committee |
$32,500 |
$20,000 |
Acquisition Committee |
$17,500 |
$15,000 |
Compensation & Organizational Development Committee |
$25,000 |
$15,000 |
Nominating & Governance Committee |
$17,500 |
$10,000 |
●Deferral: Non-employee directors may elect to defer receipt of annual cash retainers and receive the deferred amounts in the form of RSUs. Cash retainers payable in the first calendar year of service for a non-employee director who joins the Board mid-year are not eligible for deferral. A deferral election must be made prior to the start of the calendar year and, once made, is irrevocable. RSUs will be automatically deferred until the earliest of: (a) five years from the grant date; (b) termination (for any reason); or (c) a Corporate Transaction. Additional voluntary deferrals may also be permitted.
Stock Ownership Requirement
Each Board member is required to hold a minimum number of shares of the Company’s common stock with an aggregate value equal to ten times the annual cash retainer for Board members. Each Board member has five years from the date he or she is appointed to acquire and hold the specified number of shares. In addition to owned shares, the following shall be counted as shares when determining the number of shares owned by a Board member: (i) unvested shares or stock units where vesting is solely contingent on future service; (ii) shares held in retirement accounts; (iii) shares held in trust; and (iv) shares or stock units that have vested but receipt of which has been deferred.