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
July 24, 2012
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)
(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 |
Approval of Fiscal Year 2012 Bonus Awards and Fiscal Year 2013 Base Salaries
On July 24, 2012, the Compensation and Organizational Development Committee (the “Committee”) certified that the performance goal established for Intuit’s Senior Executive Incentive Plan (“SEIP”) for the year ended July 31, 2012 (“Fiscal 2012”) had been achieved and subsequently approved annual performance bonuses for Brad D. Smith, R. Neil Williams, Kiran M. Patel, Laura A. Fennell, Daniel R. Maurer, and Scott D. Cook. The specific bonus amounts were determined by the Committee based on a review of the performance of each eligible individual and on the Company’s revenue and non-GAAP operating income for Fiscal 2012.
The Committee also approved the annual base salaries for Intuit’s executive officers for the next fiscal year. The following table sets forth the bonus and annual base salary approved for the specified individuals.
| Name and Current Position |
2012 Bonus | 2013 Annual Base Salary |
||||||
| Brad D. Smith President and Chief Executive Officer |
$ | 1,647,750 | $ | 1,000,000 | ||||
| R. Neil Williams Senior Vice President and Chief Financial Officer |
$ | 544,219 | $ | 700,000 | ||||
| Kiran M. Patel Executive Vice President and General Manager, Small Business Group |
$ | 805,000 | $ | 800,000 | ||||
| Laura A. Fennell Senior Vice President, General Counsel and Corporate Secretary |
$ | 348,450 | $ | 535,000 | ||||
| Daniel R. Maurer Senior Vice President and General Manager, Consumer Group |
$ | 422,297 | $ | 620,000 | ||||
| Scott D. Cook Board Member and Chairman of the Executive Committee |
$ | 300,000 | $ | 525,000 | ||||
Approval of Amendment to the Intuit Inc. Amended and Restated 2005 Equity Incentive Plan
On July 24, 2012, the Committee approved amendment of the Intuit Inc. Amended and Restated 2005 Equity Incentive Plan in order to provide for dividend equivalents with respect to restricted stock units granted after the approval of the amendment. A copy of the Intuit Inc. Amended and Restated 2005 Equity Incentive Plan, as amended through July 24, 2012 is attached to this Report as Exhibit 10.01.
Approval of 2013 Intuit Inc. Performance Incentive Plan
On July 24, 2012, the Committee approved the Intuit Inc. Performance Incentive Plan for Fiscal Year 2013 (the “IPI”), a discretionary cash bonus plan. The amount of a bonus award under the IPI for fiscal year 2013 will be based upon the individual employee’s bonus target, the employee’s performance during fiscal year 2013, and the amount of the aggregate bonus pool that is made available for bonuses for fiscal year 2013 based on overall performance of Intuit. A copy of the IPI for fiscal year 2013 is attached to this Report as Exhibit 10.02.
| Item 8.01 | Other Events |
In May 2012, Laura A. Fennell, Senior Vice President, General Counsel and Corporate Secretary of Intuit, adopted a stock trading plan related to the sale of up to 29,232 shares of Intuit common stock issuable under various restricted stock unit awards granted in 2009. Subject to the terms and conditions of this plan, a brokerage firm may periodically sell the vested and issued shares at predetermined minimum prices through December 31, 2012.
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. |
| 10.01 | Intuit Inc. Amended and Restated 2005 Equity Incentive Plan, as amended through July 24, 2012 |
| 10.02 | Intuit Inc. Performance Incentive Plan for Fiscal Year 2013 |
SIGNATURE
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.
| Intuit Inc. | ||||||
| Date: July 27, 2012 | By: | /s/ Laura A. Fennell | ||||
| Laura A. Fennell | ||||||
| Senior Vice President, General Counsel and Corporate Secretary | ||||||
EXHIBIT INDEX
| Exhibit Number |
Exhibit Description | |
| 10.01 | Intuit Inc. Amended and Restated 2005 Equity Incentive Plan, as amended through July 24, 2012 | |
| 10.02 | Intuit Inc. Performance Incentive Plan for Fiscal Year 2013 | |