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): October 27, 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.
On October 27, 2015, William V. Campbell decided to retire as Chairman of the Board of Directors (the “Board”) of Intuit Inc. (“Intuit”) and an employee of Intuit. On October 27, 2015, Edward A. Kangas decided to retire from the Board. Messrs. Campbell and Kangas will not stand for re-election at Intuit’s 2016 Annual Meeting of Shareholders (the “2016 Meeting”), which is scheduled to be held on January 21, 2016, and will continue to serve on the Board until that time.
| ITEM 8.01 | OTHER EVENTS |
On October 28, 2015, the Board appointed Brad D. Smith to become Chairman of the Board, effective upon the conclusion of the 2016 Meeting and subject to his re-election to the Board at the 2016 Meeting.
On October 28, 2015, the Board appointed Suzanne Nora Johnson to become Intuit’s Lead Independent Director, effective upon the conclusion of the 2016 Meeting and subject to her re-election to the Board at the 2016 Meeting.
On October 28, 2015, the Board nominated Eve Burton to stand for election to the Board at the 2016 Meeting.
On October 27, 2015, the Company issued two press releases relating to the retirements of Messrs. Campbell and Kangas, the appointments of Mr. Smith to the role of Chairman of the Board and Ms. Nora Johnson to the role of Lead Independent Director and Ms. Burton’s nomination to the Board. These press releases are attached as Exhibits 99.01 and 99.02 to this Current Report on Form 8-K and are incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| 99.01 | Press release issued on October 27, 2015 by Intuit Inc. | |
| 99.02 | Press release issued on October 27, 2015 by Intuit Inc. | |
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: October 30, 2015 | INTUIT INC. | |||||
| By: | /s/ Laura A. Fennell | |||||
| Laura A. Fennell | ||||||
| Executive Vice President, General Counsel and Corporate Secretary | ||||||
EXHIBIT INDEX
| Exhibit Number |
Exhibit Description | |
| 99.01 | Press release issued on October 27, 2015 by Intuit Inc. | |
| 99.02 | Press release issued on October 27, 2015 by Intuit Inc. | |
Exhibit 99.01
| Contacts: | Investors | Media | ||
| Matt Rhodes | Diane Carlini | |||
| Intuit Inc. | Intuit Inc. | |||
| 650-944-2536 | 650-944-6251 | |||
| matthew_rhodes@intuit.com | diane_carlini@intuit.com | |||
| @dianeccarlini |
Bill Campbell Announces Retirement from Intuit
Board of Directors
Company Celebrates Legendary Silicon Valley Coach’s
Decades of Service
MOUNTAIN VIEW, Calif. – Oct. 27, 2015 – Intuit Inc. (Nasdaq: INTU) announced that Bill Campbell, long-time executive, Intuit board member and chairman, will step down from his role and retire from the board at the end of his current term, in Jan. 2016.
“Inspiring Intuit for more than two decades, Bill has been instrumental in moving our company to new heights,” said Brad Smith, Intuit’s president and chief executive officer. “It has been an honor and privilege to have benefited from Bill’s broad experience, wise judgement and unwavering support through the years.”
“In his 30-year career in the tech industry, Bill has helped launch and cultivate dozens of products, startups and successful ventures,” said Scott Cook, chairman of Intuit’s executive committee. “Bill is recognized throughout Silicon Valley, and namely at Intuit, for playing an inspirational role in building relationships that foster innovation in our industry.”
Salute to the Coach
“Not only has Bill been my coach, he’s my friend and a true inspiration. While he prefers to work behind the scenes and detests taking credit, we can’t let today go by without honoring and celebrating his contributions to Intuit.” said Smith.
Intuit honored Campbell today for his numerous contributions and for his leadership.
Campbell has been an Intuit director since 1994 and assumed his role as chairman of the board in August 1998. He previously served as Intuit’s president and chief executive officer from April 1994 to July 1998 and as acting chief executive officer from September 1999 until January 2000.
Intuit Announces Board of Directors Changes
Page 2
During Campbell’s tenure, Intuit solidified its position as the clear leader in tax, personal finance and small business accounting software.
About Intuit Inc.
Intuit Inc. creates business and financial management solutions that simplify the business of life for small businesses, consumers and accounting professionals.
Its flagship products and services include QuickBooks® and TurboTax®, which make it easier to manage small businesses and tax preparation and filing. Mint.com provides a fresh, easy and intelligent way for people to manage their money while ProSeries® and Lacerte® are Intuit’s leading tax preparation offerings for professional accountants.
Founded in 1983, Intuit had revenue of $4.2 billion in its fiscal year 2015. The company has approximately 7,700 employees with major offices in the United States, Canada, the United Kingdom, India and other locations. More information can be found at www.intuit.com.
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Exhibit 99.02
| Contacts: | Investors | Media | ||
| Matt Rhodes | Diane Carlini | |||
| Intuit Inc. | Intuit Inc. | |||
| 650-944-2536 | 650-944-6251 | |||
| matthew_rhodes@intuit.com | diane_carlini@intuit.com | |||
| @dianeccarlini |
Intuit To Nominate Eve Burton for Election to the Board;
Brad Smith to Be Appointed Chairman
Company Plans Changes to Board Leadership Structure and Announces
Departure of Two Directors
MOUNTAIN VIEW, Calif. – Oct. 27, 2015 – Intuit Inc. (Nasdaq: INTU) today announced it plans to nominate Eve Burton, Senior Vice President and General Counsel, Hearst, to stand for election to its board of directors. The addition of Burton will add broad global business acumen, and a range of multi-media business experience to Intuit’s board.
Burton has been with Hearst, one of the largest diversified media and information companies, since 2002. In her current role, she has overall responsibility, including overseeing compliance and risk matters, for the Office of General Counsel, which provides legal services to all of Hearst’s more than 360 businesses around the world. Burton is also on the Hearst venture investment committee and has been involved in establishing enterprise partnerships deals.
“Eve brings invaluable global business expertise that is vital to Intuit as the company continues to grow around the world,” said Brad Smith, Intuit’s president and chief executive officer. “We’re pleased to have someone of her caliber, with a range of experience including her strong commitment to defending free speech principles and her distinguished leadership.”
Burton is on the Hearst Board of Directors and served on the board of directors of AOL. She is a member of the advisory board of the David and Helen Gurley Brown Institute for Media Innovation at Stanford and Columbia Universities. Burton holds a J.D. from the Columbia University School of Law.
Intuit Announces Board of Directors Changes
Page 2
Brad Smith Named Chairman
With the announced retirement of Chairman Bill Campbell at the end of his current term, Brad Smith will become Chairman effective January 2016.
“Brad has been the architect of a complete transformation of Intuit, from a North American desktop software company to a global, cloud-based SaaS leader,” said retiring Intuit Chairman, Bill Campbell. “A masterful change leader and curator of the culture, Brad has a vision for the future of Intuit and a growth strategy to deliver value for employees, customers, partners and shareholders.”
“I’m proud to hand the reins over and have Brad lead. It’s what he does best and what’s best for Intuit” said Campbell.
Suzanne Nora Johnson Named Lead Independent Director
In conjunction with the appointment of Smith to Chairman, Suzanne Nora Johnson will become Lead Independent Director. An Intuit board member since 2007 and chair of the Acquisition Committee since 2012, Nora Johnson will contribute her extensive experience from her tenure as Vice Chairman of the Goldman Sachs Group, Inc. in managing large, complex, global institutions as well as insights into how to manage change in the financial services industry, public policy and the macro-economic environment. Nora Johnson currently serves in various leadership roles on the boards of American International Group, Inc., Pfizer Inc., and VISA Inc.
Bill Campbell Named Chair Emeritus
Bill Campbell has served as Intuit Chairman, CEO and executive coach for more than two decades. With his retirement from the board and in recognition of his many years of service and commitment to the company, Intuit has named Campbell Chairman Emeritus.
Edward Kangas to Step Down
The company also announced Edward Kangas will step down from the company’s board of directors. Kangas, who also serves as non-executive Chairman of the Board of Directors of United Technologies Corporation, has served on Intuit’s board since 2007.
“We are grateful for Ed’s many contributions,” said Smith. “Ed has been instrumental in the company’s journey to the cloud and a close confidant and advisor to me over the years. We thank him for the wealth of experience he has brought to Intuit.”
Intuit Announces Board of Directors Changes
Page 3
All changes will be effective at the annual shareholder meeting in Jan. 2016.
About Intuit Inc.
Intuit Inc. creates business and financial management solutions that simplify the business of life for small businesses, consumers and accounting professionals.
Its flagship products and services include QuickBooks® and TurboTax®, which make it easier to manage small businesses and tax preparation and filing. Mint.com provides a fresh, easy and intelligent way for people to manage their money while ProSeries® and Lacerte® are Intuit’s leading tax preparation offerings for professional accountants.
Founded in 1983, Intuit had revenue of $4.2 billion in its fiscal year 2015. The company has approximately 7,700 employees with major offices in the United States, Canada, the United Kingdom, India and other locations. More information can be found at www.intuit.com.
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