ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
At the Annual Meeting of Stockholders of Intuit Inc. ("Intuit") held on
December 16, 2008, Intuit's stockholders approved an amendment to Intuit's 2005
Equity Incentive Plan (the "Plan") to (i) extend the term of the Plan by an
additional year, through December 9, 2010; (ii) provide for the addition of
10,000,000 shares to cover awards under the Plan through its amended term; (iii)
amend certain terms of the Plan related to non-employee director automatic
option grants; (iv) amend certain terms of the Plan to provide that stock
options and stock appreciation rights may not be granted with an exercise price
that is less than fair market value on the grant date thereof; and (v) amend
certain terms of the Plan to eliminate the potential for deferred settlement of
stock appreciation rights. The amendment to the 2005 Equity Incentive Plan was
previously adopted by Intuit's Board of Directors, subject to the approval of
stockholders, which was received on December 16, 2008.
Employees of Intuit and its subsidiaries, non-employee directors of Intuit
and consultants of Intuit and its subsidiaries are eligible to receive awards
under the Plan. Awards under the Plan may be in the form of non-qualified and
incentive stock options, restricted stock awards, restricted stock units, stock
appreciation rights and stock bonus awards. In any fiscal year, no more than 50%
of the shares subject to equity awards granted in such fiscal year may have an
exercise price or purchase price per share that is less than fair market value
on the applicable date of grant. So that awards may qualify under Section 162(m)
of the Internal Revenue Code, which permits performance-based compensation
meeting the requirements established by the IRS to be excluded from the
limitation on deductibility of compensation in excess of $1 million paid to
certain senior executives, the Plan limits awards to individual participants as
follows: (1) no more than 6,000,000 shares may be made subject to awards granted
to an employee in the year of his or her hire; and (2) no more than 4,000,000
shares may be made subject to awards granted to an employee in any other year.
Stock options and stock appreciation rights will have a term no longer than
seven years. The Compensation and Organizational Development Committee may make
the grant, issuance, retention and/or vesting of restricted stock awards,
restricted stock units and stock bonus awards contingent upon continued
employment with Intuit, the passage of time, or such performance criteria and
the level of achievement versus such criteria as it deems appropriate.
Repricing, or reducing the exercise price of a stock option or stock
appreciation right without stockholder approval is prohibited. The Plan also
prohibits the repurchase of any outstanding "underwater" option (an option with
an exercise price greater than the then-current fair market value of the stock).
The foregoing description is qualified in its entirety by reference to the
actual terms of the Plan. The Plan is filed as an exhibit to this report. For
additional information about the Plan, refer to Proposal 3, on pages 42-47, of
Intuit's 2008 proxy statement, as filed with the Securities and Exchange
Commission on October 31, 2008.
ITEM 8.01 OTHER EVENTS
In December 2008, Scott D. Cook, founder, board member and Chairman of the
Executive Committee of Intuit, adopted a stock trading plan on behalf of his
family trust to sell up to 2,000,000 shares of Intuit common stock and
contribute 400,000 additional shares to the Scott Cook and Signe Ostby
Charitable Foundation beginning in February 2009 and continuing through December
2009. Subject to the terms and conditions of this plan, Mr. Cook's family trust
will sell 500,000 shares and contribute 100,000 shares to the charitable
foundation each quarter provided certain limit prices are reached.
The Scott Cook and Signe Ostby Charitable Foundation also adopted a stock
trading plan in December 2008 to sell the 400,000 shares of Intuit stock
contributed by Mr. Cook's family trust during the same period provided certain
limit prices are reached.
Table of Contents
In December 2008, Stephen M. Bennett, a board member of Intuit, adopted a
stock trading plan related to the exercise and sale of up to 900,000 shares
issuable under options granted in July and September 2002, which expire in July
and September 2009. Pursuant to this plan, a brokerage firm may exercise
Mr. Bennett's stock options and sell the issued shares before the expiration
date of the option. The exercise and sale transactions under this plan will only
be executed if the market price of Intuit stock exceeds certain limit prices set
forth in the plan.
Each of these plans is intended to satisfy the requirements of Rule 10b5-1 of
the Exchange Act and each 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 these plans will be disclosed publicly through Form 4
filings with the Securities and Exchange Commission, to the extent required by
law.
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