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INTU > SEC Filings for INTU > Form 8-K on 23-Jan-2013All Recent SEC Filings

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Form 8-K for INTUIT INC


23-Jan-2013

Submission of Matters to a Vote of Security Holders, Other Events


ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Intuit's Annual Meeting of Stockholders was held on January 17, 2013. At the meeting, stockholders:

1. Elected nine persons to serve as directors of Intuit;

2. Ratified the selection of Ernst & Young LLP to serve as the independent registered public accounting firm for fiscal year ended July 31, 2013;

3. Approved the non-binding advisory resolution on executive compensation; and

4. Approved the material terms of the performance goals under the Intuit Inc. Senior Executive Incentive Plan.

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
  Christopher W. Brody     241,066,571        9,716,484       126,811             18,037,619
  William V. Campbell      238,303,196       12,438,031       168,639             18,037,619
  Scott D. Cook            239,759,508       11,025,668       124,690             18,037,619
  Diane B. Greene          248,472,721        2,315,108       122,037             18,037,619
  Edward A. Kangas         242,476,822        8,307,748       125,296             18,037,619
  Suzanne Nora Johnson     247,949,650        2,838,228       121,988             18,037,619
  Dennis D. Powell         248,442,602        2,342,637       124,627             18,037,619
  Brad D. Smith            246,561,971        4,224,099       123,796             18,037,619
  Jeff Weiner              248,550,161        2,233,865       125,840             18,037,619

2. Ratification of selection of Ernst & Young LLP to serve as independent registered public accounting firm for the fiscal year ended July 31, 2013.

For Against Abstain Broker Non-Votes 266,199,988 2,565,853 181,644

3. Advisory vote to approve executive compensation.

For Against Abstain Broker Non-Votes 230,648,354 19,770,995 490,517 18,037,619

4. Approval of the material terms of the performance goals under the Intuit Inc. Senior Executive Incentive Plan.

For Against Abstain Broker Non-Votes 245,398,720 5,300,301 210,845 18,037,619



ITEM 8.01 OTHER EVENTS

In December 2012, Brad D. Smith, Chief Executive Officer, President and board member of Intuit Inc., adopted a stock trading plan related to the exercise and sale of up to 100,000 shares of Intuit common stock issuable under options granted in July 2006. Subject to the terms and conditions of this plan, a brokerage firm may periodically exercise Mr. Smith's stock options and sell the issued shares at predetermined minimum prices before the options expire in July 2013.


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.

In December 2012, Scott D. Cook, founder and board member of Intuit Inc., contributed 160,000 shares of Intuit common stock, on behalf of his family trust, to the Valhalla Charitable Foundation. The Valhalla Charitable Foundation adopted a stock trading plan in January 2013 to sell up to all 160,000 such shares between February 2013 and December 2013 provided certain limit prices are reached.


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