Item 8.01. Other Events.
On October 12, 2009, Intuit Inc. (the "Company") entered into a letter
agreement (the "Letter Agreement") with Relational Investors LLC ("Relational"),
certain of Relational's affiliates, David H. Batchelder, Ralph V. Whitworth and
John A. Sullivan (collectively, the "Relational Group"). Pursuant to the Letter
Agreement, the Company has agreed (a) to nominate Mr. Batchelder for election to
the Company's Board of Directors (the "Board") at the Company's 2009 Annual
Meeting of Shareholders (the "2009 Annual Meeting") and (b) that, upon election,
Mr. Batchelder will join the Board's Acquisition Committee and Compensation and
Organizational Development Committee.
Pursuant to the Letter Agreement, the Relational Group has withdrawn its
nomination of three candidates for election as directors of the Company at the
2009 Annual Meeting and the members of the Relational Group have agreed to vote
for and publicly support and recommend the Board's slate of nominees for
director at the 2009 Annual Meeting. In addition, the Relational Group has
agreed to customary standstill provisions through the date that is 30 days prior
to the last day of the notice period specified in the Company's advance notice
bylaw related to nominations of directors at the Company's 2011 Annual Meeting
of Shareholders. The standstill provisions provide, among other things, that the
Relational Group will not (a) engage in or in any way participate in a
solicitation of proxies or consents with respect to the Company, (b) initiate
any shareholder proposals, (c) control or seek to control, or influence or seek
to influence, the management, Board or policies of the Company, and (d) own more
than 9.9% of the Voting Securities (as such term is defined in the Letter
Agreement) of the Company.
If the Board determines, in its sole discretion, not to renominate
Mr. Batchelder for election as a director at the Company's 2010 Annual Meeting
of Shareholders (the "2010 Annual Meeting"), the standstill provisions contained
in the Letter Agreement will immediately terminate. If the Board determines to
renominate Mr. Batchelder in connection with the 2010 Annual Meeting, the
Relational Group has agreed to vote for and publicly support and recommend the
Board's slate of nominees for director at the 2010 Annual Meeting.
The foregoing summary of the Letter Agreement does not purport to be complete
and is subject to, and qualified in its entirety by, the full text of the Letter
Agreement, which is attached as Exhibit 99.01 and incorporated herein by
reference.
On October 12, 2009, the Company issued a press release relating to the
Letter Agreement. This press release is attached as Exhibit 99.02 to this
Current Report on Form 8-K and is incorporated herein by reference.