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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

January 23, 2020
Date of Report (Date of earliest event reported):

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)
(650944-6000
(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 5.07    Submission of Matters to a Vote of Security Holders.

(a)
Intuit’s Annual Meeting of Stockholders was held on January 23, 2020.

(b)
At the meeting, stockholders:
1.
Elected eleven persons to serve as directors of Intuit;
2.
Approved, on an advisory basis, Intuit’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, 2020; and
4.
Did not approve a stockholder's proposal to adopt a bylaw requiring mandatory arbitration of all stockholder claims under the federal securities laws.

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
Eve Burton
218,041,458

390,880

292,492

16,348,899

Scott D. Cook
217,829,829

757,041

137,960

16,348,899

Richard L. Dalzell
218,294,111

287,442

143,277

16,348,899

Sasan K. Goodarzi
217,959,283

625,022

140,525

16,348,899

Deborah Liu
218,339,630

257,150

128,050

16,348,899

Suzanne Nora Johnson
212,930,900

5,638,936

154,994

16,348,899

Dennis D. Powell
210,844,782

6,701,199

1,178,849

16,348,899

Brad D. Smith
210,828,945

7,752,804

143,081

16,348,899

Thomas Szkutak
216,754,179

1,800,088

170,563

16,348,899

Raul Vazquez
218,347,489

234,465

142,876

16,348,899

Jeff Weiner
216,511,694

2,079,734

133,402

16,348,899

````````````````````````````````````````````````

2.
Advisory vote to approve executive compensation.

For
Against
Abstain
Broker Non-Votes
202,202,605

18,295,429

226,796

16,348,899


3.
Ratification of selection of Ernst & Young LLP to serve as independent registered public accounting firm for the fiscal year ending July 31, 2020.






For
Against
Abstain
Broker Non-Votes
226,171,498

8,760,558

141,673




4.    Stockholder proposal to adopt a bylaw that requires mandatory arbitration of all stockholders claims under federal securities laws.

For
Against
Abstain
Broker Non-Votes
5,255,203

213,209,457

260,170

16,348,899







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 27, 2020
 
INTUIT INC.
 
 
 
 
By:
/s/ MICHELLE M. CLATTERBUCK
 
 
 
 
Michelle M. Clatterbuck
 
 
 
 
Executive Vice President and Chief Financial Officer