| Agenda Item | | | |||||||||||
| 1. | | | Elect the 12 directors nominated by our Board and named in this proxy statement. | | |||||||||
| 2. | | | Approve our executive compensation (on a non-binding basis). | | |||||||||
| 3. | | | Ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending July 31, 2022. | | |||||||||
| 4. | | | |
| How to Vote | | |||
| ONLINE AT THE MEETING: Attend the Annual Meeting virtually at www.virtualshareholdermeeting.com/INTU2022 and follow the instructions on the website | | |||
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| ONLINE BEFORE THE MEETING: Visit www.proxyvote.com | | | | |
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| Mail: Sign, date and return your proxy card in the enclosed envelope | | |||
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| TELEPHONE: Call the telephone number on your proxy card | | |||
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| Note for Street-Name Holders: If you hold your shares through a broker, bank or other nominee, you must instruct your nominee how to vote the shares held in your account. The nominee will give you a Notice of Internet Availability or voting instruction form. If you do not provide voting instructions, your nominee may vote only on Proposal 3. | |
| Proposal | | | Board | | | For more information | | |||
| 1. Election of directors | | | | | FOR (all nominees) | | | Page | | |
| 2. Advisory vote to approve Intuit’s executive compensation (say-on-pay) | | | | | FOR | | | Page | | |
| 3. Ratification of selection of Ernst & Young LLP as Intuit’s independent registered public accounting firm | | | | | FOR | | | Page 72 | | |
| 4. Approval of Amended and Restated 2005 Equity Incentive Plan | | | | | FOR | | | Page 75 | |
| | | | | | | Proxy Summary | INTUIT 2022 Proxy Statement | | | 1 | |
| GAAP diluted EPS of | | | | Non-GAAP diluted EPS of | | | | Repurchased shares of | | |||||||||
| $6.92 | | | | $7.86 | | | | $318M | | |||||||||
| | | 17% from $5.89 in FY19 | | | | | | 16% from $6.75 in FY19 | | | | and | | | dividend 13% to $2.12/share | |
| 2 | | | INTUIT 2022 Proxy Statement | Proxy Summary | | | | | |
| | | | | | | Proxy Summary | INTUIT 2022 Proxy Statement | | | 3 | |
| | | | | Committee Memberships(1) | | | |||||||||||||||||||||||||||
| Director Nominee | | | Age | | | Director Since | | | Principal Occupation | | | Other Public Company Boards | | | Independent | | | | Acquisition | | | | Audit and Risk | | | | Compensation and Organizational Development | | | | Nominating and Governance | | |
| Eve Burton | | | 63 | | | 2016 | | | Executive Vice President and Chief Legal Officer, The Hearst Corporation | | | 0 | | | | | | | | | | | | | | | | | C | | | ||
| Scott D. Cook | | | 69 | | | 1984 | | | Founder and Chairman of the Executive Committee, Intuit Inc. | | | 0 | | | | | | | | | | | | | | | | | | | | | |
| Richard L. Dalzell | | | 64 | | | 2015 | | | Former Senior Vice President and Chief Information Officer, Amazon.com, Inc. | | | 1 | | | | | | C | | | | | | | | | | | | | | ||
| Sasan K. Goodarzi | | | 53 | | | 2019 | | | President and Chief Executive Officer, Intuit Inc. | | | 1 | | | | | | | | | | | | | | | | | | | | | |
| Deborah Liu | | | 45 | | | 2017 | | | Chief Executive Officer, Ancestry.com LLC | | | 0 | | | | | | | | | | | | | | | | | | | |||
| Tekedra Mawakana | | | 50 | | | 2020 | | | Co-Chief Executive Officer, Waymo LLC | | | 0 | | | | | | | | | | | | | | | | | | | |||
| Suzanne Nora Johnson Lead Independent Director (through the Meeting date), Board Chair (thereafter) | | | 64 | | | 2007 | | | Former Vice Chairman, The Goldman Sachs Group | | | 2 | | | | | | | | | | | | | | C | | | | | | ||
| Dennis D. Powell | | | 73 | | | 2004 | | | Former Executive Vice President and Chief Financial Officer, Cisco Systems, Inc. | | | 0 | | | | | | | | | C | | | | | | | | | | | ||
| Brad D. Smith | | | 57 | | | 2008 | | | Executive Chairman of the Board, Intuit Inc. (through the Meeting date), President, Marshall University (effective January 1, 2022) | | | 2 | | | | | | | | | | | | | | | | | | | | | |
| Thomas Szkutak | | | 60 | | | 2018 | | | Former Senior Vice President and Chief Financial Officer, Amazon.com, Inc. | | | 1 | | | | | | | | | | | | | | | | | | | |||
| Raul Vazquez | | | 50 | | | 2016 | | | Chief Executive Officer and Director, Oportun Financial Corporation | | | 1 | | | | | | | | | | | | | | | | | | | |||
| Jeff Weiner | | | 51 | | | 2012 | | | Executive Chairman and Former Chief Executive Officer, LinkedIn Corporation | | | 0 | | | | | | | | | | | | | | | | | | | |||
| Number of meetings in fiscal 2021 | | | | 4 | | | | 9 | | | | 6 | | | | 4 | | |
| 4 | | | INTUIT 2022 Proxy Statement | Proxy Summary | | | | | |
| | | | | Committee Memberships(1) | | | |||||||||||||||||||||||||||
| Director Nominee | | | Age | | | Director Since | | | Principal Occupation | | | Other Public Company Boards | | | Independent | | | | Acquisition | | | | Audit and Risk | | | | Compensation and Organizational Development | | | | Nominating and Governance | | |
| Eve Burton | | | 62 | | | 2016 | | | Executive Vice President and Chief Legal Officer, The Hearst Corporation | | | 0 | | | | | | | | | | | | | | | | | C | | | ||
| Scott D. Cook | | | 68 | | | 1984 | | | Founder and Chairman of the Executive Committee, Intuit Inc. | | | 0 | | | | | | | | | | | | | | | | | | | | | |
| Richard L. Dalzell | | | 63 | | | 2015 | | | Former Senior Vice President and Chief Information Officer, Amazon.com, Inc. | | | 1 | | | | | | C | | | | | | | | | | | | | | ||
| Sasan K. Goodarzi | | | 52 | | | 2019 | | | President and Chief Executive Officer, Intuit Inc. | | | 1 | | | | | | | | | | | | | | | | | | | | | |
| Deborah Liu | | | 44 | | | 2017 | | | Vice President, FB App Commerce, Facebook, Inc. | | | 0 | | | | | | | | | | | | | | | | | | | |||
| Tekedra Mawakana | | | 49 | | | 2020 | | | Chief Operating Officer, Waymo LLC | | | 0 | | | | | | | | | | | | | | | | | | | |||
| Suzanne Nora Johnson Lead Independent Director | | | 63 | | | 2007 | | | Former Vice Chairman, The Goldman Sachs Group | | | 2 | | | | | | | | | | | | | | C | | | | | | ||
| Dennis D. Powell | | | 72 | | | 2004 | | | Former Executive Vice President and Chief Financial Officer, Cisco Systems, Inc. | | | 0 | | | | | | | | | C | | | | | | | | | | | ||
| Brad D. Smith | | | 56 | | | 2008 | | | Executive Chairman of the Board, Intuit Inc. | | | 2 | | | | | | | | | | | | | | | | | | | | | |
| Thomas Szkutak | | | 59 | | | 2018 | | | Former Senior Vice President and Chief Financial Officer, Amazon.com, Inc. | | | 1 | | | | | | | | | | | | | | | | | | | |||
| Raul Vazquez | | | 49 | | | 2016 | | | Chief Executive Officer and Director, Oportun Financial Corporation | | | 1 | | | | | | | | | | | | | | | | | | | |||
| Jeff Weiner | | | 50 | | | 2012 | | | Executive Chairman and Former Chief Executive Officer, LinkedIn Corporation | | | 0 | | | | | | | | | | | | | | | | | | | |||
| | | | | | | Number of meetings in fiscal 2020 | | | | 4 | | | | 9 | | | | 7 | | | | 4 | | |
What we do | | | | What we don’t do | | ||||||
| | A significant portion of our senior executive officer compensation is in the form of incentives tied to achievement of | | | | | | We do not allow directors or employees (including executive officers) to pledge Intuit stock or engage in hedging transactions involving Intuit stock. | | ||
| | We have “clawback” provisions for performance-based equity awards and for cash bonus payments made to our senior executive officers. | | | | | | We do not provide supplemental company-paid retirement benefits designed for executive officers. | | ||
| | We have robust stock ownership requirements for senior executive officers and non-employee directors, | | | | | | We do not provide any excise tax “gross-up” payments. | | ||
| | Service-based RSUs and Relative TSR RSUs granted to the CEO include a mandatory one-year holding period in the form of an automatic deferral of the release of the underlying shares. | | | | | | We do not reprice stock options. | | ||
| | Half the value of equity grants to executive officers is in the form of Relative TSR RSUs that require above-median TSR (60th percentile) to earn a target award. | | | | | | We do not provide multi-year guaranteed cash incentive awards. | | ||
| | We use a mix of relative and absolute performance metrics in our incentive awards. | | | | | | Our equity plan does not | |
| | | | | | | Proxy Summary | INTUIT 2022 Proxy Statement | | | 5 | |
| | | | | | | | | | | | | | Long-Term Equity Incentives | | | | | | | | | | | | | | | | | | | | | Long-Term Equity Incentives | | | | | | | | ||||||||||||||||||||||||||||||||||
| Name and Position | | Salary ($) | | Cash Incentive ($) | | Option Awards ($) | | RSUs ($) | | Relative TSR RSUs ($) | | Total ($) | | Name and Position | | Salary ($) | | Cash Incentive ($) | | Option Awards ($) | | RSUs ($) | | Relative TSR RSUs ($) | | Total ($) | | ||||||||||||||||||||||||||||||||||||||||||||||||
| Sasan K. Goodarzi President and Chief Executive Officer | | | | 1,038,462 | | | | | 1,500,000 | | | | | 4,750,066 | | | | | 4,750,278 | | | | | 8,275,405 | | | | | 20,314,211 | | | Sasan K. Goodarzi President and Chief Executive Officer | | | | 1,000,000 | | | | | 2,187,500 | | | | | 5,750,052 | | | | | 5,750,130 | | | | | 10,231,555 | | | | | 24,919,237 | | | ||||||||||||
| Michelle M. Clatterbuck Executive Vice President and Chief Financial Officer | | | | 726,923 | | | | | 700,000 | | | | | 2,000,016 | | | | | 2,000,229 | | | | | 4,000,060 | | | | | 9,427,228 | | | Michelle M. Clatterbuck Executive Vice President and Chief Financial Officer | | | | 700,000 | | | | | 875,000 | | | | | 2,375,027 | | | | | 2,375,305 | | | | | 4,750,100 | | | | | 11,075,432 | | | ||||||||||||
| Laura A. Fennell Executive Vice President and Chief People & Places Officer | | | | 726,923 | | | | | 700,000 | | | | | 1,875,010 | | | | | 1,875,006 | | | | | 3,750,269 | | | | | 8,927,208 | | | J. Alexander Chriss Executive Vice President and General Manager, Small Business & Self-Employed Group | | | | 700,000 | | | | | 875,000 | | | | | 2,750,057 | | | | | 2,750,519 | | | | | 5,500,341 | | | | | 12,575,917 | | | ||||||||||||
| Gregory N. Johnson Executive Vice President and General Manager, Consumer Group | | | | 726,923 | | | | | 700,000 | | | | | 2,375,033 | | | | | 2,375,291 | | | | | 4,750,052 | | | | | 10,927,299 | | | Gregory N. Johnson Executive Vice President and General Manager, Consumer Group | | | | 700,000 | | | | | 875,000 | | | | | 2,750,057 | | | | | 2,750,519 | | | | | 5,500,341 | | | | | 12,575,917 | | | ||||||||||||
| Marianna Tessel Executive Vice President and Chief Technology Officer | | | | 726,923 | | | | | 700,000 | | | | | 2,375,033 | | | | | 2,375,291 | | | | | 4,750,052 | | | | | 10,927,299 | | | Marianna Tessel Executive Vice President and Chief Technology Officer | | | | 700,000 | | | | | 875,000 | | | | | 2,750,057 | | | | | 2,750,519 | | | | | 5,500,341 | | | | | 12,575,917 | | |
| 6 | | | INTUIT 2022 Proxy Statement | Proxy Summary | | | | | |
| Stockholder Engagement | | ||||||
| We regularly assess our corporate governance and compensation practices. As part of this assessment, we proactively engage with our stockholders to ensure their perspectives are considered by the Board. Since our | | ||||||
| During the fall fiscal | | ||||||
| • • • Board oversight of human capital matters, such as company culture and attracting, engaging and retaining our employees • Our approach to executive compensation and alignment between our strategy and our executive compensation practices, including | | | • Board diversity, skills, refreshment, evaluation, structure and composition • Our capital allocation approach and principles, including dividends and use of stock repurchases | • Risk management program overseen by the | | ||
| See the Stockholder Engagement Process discussion in the Corporate Governance section below for more detail about our stockholder engagement program, including a summary of the feedback we received during those meetings. | |
| | | | | | | Proxy Summary | INTUIT 2022 Proxy Statement | | | 7 | |
| | | Independence | | | | | | Stockholder Engagement | | ||
| • All non-employee directors are independent • Independent directors meet regularly in executive session • All members of the Board’s Acquisition Committee, Audit and Risk Committee, Compensation and Organizational Development Committee and Nominating and Governance Committee are independent | | | | • Long-standing, proactive and robust stockholder engagement program, including director participation • Our bylaws provide our stockholders with a proxy access right • Stockholders may act by written consent | | ||||||
| | | Accountability | | | | | | Alignment with Stockholder Interests | | ||
| • Annual election of all directors and majority voting in uncontested elections • Annual stockholder advisory vote to approve Named Executive Officer compensation • Annual Board evaluation of CEO • Clawback policy | | | | • Pay-for-performance executive compensation program • Robust stock ownership requirements for officers and directors (10x salary for CEO and 10x annual cash retainer for non-employee directors) • Prohibition against director and employee (including officer) hedging and pledging of Intuit stock • Single class of stock with equal voting rights | | ||||||
| | | Board Practices | | | | | | Transparency and Responsibility | | ||
| • • Corporate Governance Principles that are publicly available and reviewed annually • Board composition reflecting diversity of gender, race/ethnicity, skills and experience • Rigorous annual Board and committee self-evaluation process • Annual review of management succession planning • Regular review of cybersecurity and other significant risks to Intuit | | | | • Nominating and Governance Committee oversight of • • Annual Corporate Responsibility Report (reporting in accordance with Global Reporting Initiative (GRI) and Sustainability Accounting Standards Board (SASB) standards) and dedicated website disclosing • Standalone DEI report and website disclosing DEI matters (https://www.intuit.com/oidam/intuit/ic/en_us/content/intuit-dei-report-2021-icom.pdf) • • Public disclosure on Corporate Governance website of Corporate Governance Principles, Board Code of Ethics, Bylaws, • Voluntary website disclosure regarding Intuit’s political expenditures and political accountability policy (https://investors.intuit.com/corporate-governance/conduct-and-guidelines/political-accountability-and-contributions/default.aspx) | | ||||||
| | | Ethics Practices | | | |||||||
| • Code of Conduct & Ethics for employees that is monitored by Intuit’s ethics office and overseen by the General Counsel • Code of Ethics that applies to all Board members • Ethics hotline available to all employees as well as third parties • Non-retaliation policy for reporting ethics concerns • Audit and Risk Committee responsibility to review complaints regarding accounting, internal accounting controls, auditing and federal securities law matters | | |
| 8 | | | INTUIT 2022 Proxy Statement | Corporate Governance | Corporate Governance Practices | | | | | | | |
| | | | | | | |
| | | | | | | Board Responsibilities and Structure | Corporate Governance | INTUIT 2022 Proxy Statement | | | 9 | |
| 10 | | | INTUIT 2022 Proxy Statement | Corporate Governance | Board Responsibilities and Structure | | | | | | | |
| ||
Board Oversight of | | |
| The Board has been highly engaged with management on the evolution of Intuit’s | |
| | | | | | | Board Responsibilities and Structure | Corporate Governance | INTUIT 2022 Proxy Statement | | | 11 | |
| Role | | |||
| | | The Board appointed Ms. Nora Johnson to | ||
• • • • Conducting the • Being available for consultations and communications with major stockholders upon request • Calling executive sessions of the independent directors • Facilitating the critical flow of information between the Board and senior management • Calling special meetings of the Board and stockholders | |
| 12 | | | INTUIT 2022 Proxy Statement | Corporate Governance | Board Responsibilities and Structure | | | | | | | |
| | | | | | | Director Independence | Corporate Governance | INTUIT 2022 Proxy Statement | | | 13 | |
| Topics covered by the Board during the year | | | | Board culture and structure | | | | Board processes | | | | Information received by the Board | |
| 14 | | | INTUIT 2022 Proxy Statement | Corporate Governance | Board Evaluation Process | | | | | | | |
| Current Richard L. Dalzell (Chair) Deborah Liu Dennis D. Powell Raul Vazquez Number 4 | | | Acquisition Committee The Acquisition Committee reviews and approves acquisition, divestiture and investment transactions proposed by Intuit’s management | |
| Current Dennis D. Powell (Chair) Richard L. Dalzell Thomas Szkutak Raul Vazquez Number 9 | | | Audit and Risk Committee The Audit and Risk Committee’s responsibilities include: • representing and assisting the Board in its oversight of Intuit’s financial reporting, internal controls and audit functions; • selecting, evaluating, retaining, compensating and overseeing Intuit’s independent registered public accounting firm; • overseeing cybersecurity and other risks relevant to our information technology environment, including by receiving regular cybersecurity updates from Intuit’s management team; and • receiving and reviewing periodic reports from management regarding Intuit’s ethics and compliance Our Board has determined that each member of the Audit and Risk Committee is both independent (as defined under applicable Nasdaq listing standards and SEC rules related to audit committee members) and financially literate (as required by Nasdaq listing standards). The Board also has determined that each of Mr. Powell and Mr. Szkutak qualifies as an “audit committee financial expert” as defined by SEC rules, and has “financial sophistication” in accordance with Nasdaq listing standards. The Audit and Risk Committee held closed sessions with our independent registered public accounting firm, Ernst & Young LLP, during all of its regularly scheduled meetings in fiscal | |
| | | | | | | Board Committees and Charters | Corporate Governance | INTUIT 2022 Proxy Statement | | | 15 | |
| Current Suzanne Nora Johnson (Chair) Eve Burton Deborah Liu Tekedra Mawakana Jeff Weiner Number Held In Fiscal 2021 |
| | Compensation and Organizational Development Committee The responsibilities of the Compensation • assisting the Board in reviewing and approving executive compensation and in overseeing organizational and management development for executive officers and other Intuit employees; • together with the CEO and the Chief People & Places Officer, periodically reviewing Intuit’s key management personnel from the perspectives of leadership development, organizational development and succession planning; • evaluating Intuit’s strategies for hiring, developing and retaining executives in an increasingly competitive environment, with the goal of creating and growing Intuit’s “bench strength” at senior executive levels; • annually reviewing our non-employee director compensation programs and making recommendations on the programs to the Board; • overseeing our stock compensation • overseeing broader organizational development activities and • overseeing our For more information on the responsibilities and activities of the Compensation Committee, including its processes for determining executive compensation, see the “Compensation and Organizational Development Committee Report” and “Compensation Discussion and Analysis” below, particularly the discussion of the “Role of Compensation Consultants, Executive Officers and the Board in Compensation Determinations.” The Compensation Committee may delegate any of its responsibilities to subcommittees or to management as the committee may deem appropriate in its sole discretion. Each member of the Compensation Committee is independent under Nasdaq listing standards and a “Non-Employee Director,” as defined in SEC Rule 16b-3. During fiscal | |
| Current Members Eve Burton (Chair) Tekedra Mawakana Suzanne Nora Johnson Thomas Szkutak Jeff Weiner Number Of Meetings Held In Fiscal 2021 4 | | | Nominating and Governance Committee The Nominating and Governance Committee’s responsibilities include: • reviewing and making recommendations to the Board regarding Board composition and our governance standards; • identifying the skills, experience and characteristics that are appropriate to promote the effectiveness of the Board; • identifying and evaluating candidates for director; • overseeing our Political Accountability Policy, Corporate Governance Principles, and Board Code of Ethics, and reviewing each of these documents on an annual basis; • overseeing Intuit’s practices relating to corporate responsibility, including environment, sustainability and social matters, and discussing with management periodic reports on the company’s (i) progress on ESG matters and (ii) communications with stockholders and other stakeholders regarding these matters; and • assisting the Board’s oversight of our engagement with stockholders. From time to time, the committee retains a third-party search firm to help identify potential director candidates. Our Board has determined that each member of the Nominating and Governance Committee is independent, as defined under applicable Nasdaq listing standards. | |
| 16 | | | INTUIT 2022 Proxy Statement | Corporate Governance | Board Committees and Charters | | | | | | | |
| | | | | | | Compensation Risk Assessment | Corporate Governance | INTUIT 2022 Proxy Statement | | | 17 | |
| 18 | | | INTUIT 2022 Proxy Statement | Corporate Governance | Stockholder Engagement Process | | | | | | | |
| Diversity, Equity and Inclusion | | | • Goals and transparency: • Center of Excellence: We have a cross-functional team led by the CDEIO with expertise in enterprise leadership, strategy, human resources and communications, all focused on driving a more diverse and inclusive workplace; • Employee Resource Groups: 13 employee resource groups aid in creating community, recruiting, on-boarding and providing safe spaces for our diverse workforce; • Engagement: A dedicated DEI survey focused on the experiences of our workforce; • REAL Team: Our Racial Equity Advancement Leadership Team, or REAL Team, focused on helping us drive durable change as we strive to continue advancing racial equity and equality; • Education: • Assessment: • Talent acquisition: • Accountability: As of July 31, • • | |
| | | | | | | Corporate Responsibility | Corporate Governance | INTUIT 2022 Proxy Statement | | | 19 | |
| Pay Equity | | | Pay equity is fundamental to our DEI strategy. We perform an ongoing pay equity analysis, conducted twice a year At Intuit, as of August 1, 2021, women in the U.S. earn on average $1.02 for every $1.00 men earn. Minority employees (consisting of Asian, Black, Latinx, and U.S. Indigenous employees based on governmental definitions) in the U.S. earn on average $1.03 for every $1.00 white employees earn. Underrepresented minority employees at Intuit (consisting of Black, Latinx, and U.S. Indigenous employees) earn on average $1.00 for every $1.00 white employees earn in the U.S. In India, women earn on average $1.00 for every $1.00 men earn. In all other countries, women earn on average $1.00 for every $1.00 that men earn. | |
| Positive Impact on Climate | | | |
| Job Creation and Readiness | | | eight communities. In addition, we We’re also making investments today to help build a better future for our employees, customers and the communities we serve. We are laying the groundwork to better prepare people for the job market by bringing real-world tools into classrooms to help students develop | |
| 20 | | | INTUIT 2022 Proxy Statement | Corporate Governance | Corporate Responsibility | | | | | | | |
| | | | | | | Transactions with Related Persons | Corporate Governance | INTUIT 2022 Proxy Statement | | | 21 | |
| 22 | | | INTUIT 2022 Proxy Statement | Proposal No. 1 Election of Directors | Our Board Nominees | | | | | | | |
| Committees: • Nominating and Governance (Chair) • Compensation and Organizational Development | | | Eve Burton Executive Vice President and Chief Legal Officer, The Hearst Corporation Director since: 2016 Age: | | |||
| Biography Ms. Burton joined The Hearst Corporation, one of the nation’s largest global diversified communications companies, in 2002 as Vice President and General Counsel. She was appointed Senior Vice President, General Counsel in 2012, and has served as Executive Vice President and Chief Legal Officer since December 2019. Ms. Burton | | | Relevant Expertise Ms. Burton brings to the Board legal and business experience as an EVP and the chief legal officer for a global company engaged in a broad range of diversified communications Other Public Company Boards None | |
| • None | | | Scott Cook Founder and Chairman of the Executive Committee, Intuit Inc. Director since: 1984 Age: | | |||
| Biography Mr. Cook, a founder of Intuit, | | | Relevant Expertise Mr. Cook brings to the Board experience as an entrepreneur and corporate executive with a background in guiding and fostering innovation at companies in technology and other sectors, as well as his knowledge of Intuit’s operations, markets, customers, management and strategy and his experience as a Board member of other large, global, consumer-focused companies. Other Public Company Boards None | |
| | | | | | | Our Board Nominees | Proposal No. 1 Election of Directors | INTUIT 2022 Proxy Statement | | | 23 | |
| Committees: • Acquisition (Chair) • Audit and Risk | | | Richard L. Dalzell Former Senior Vice President and Chief Information Officer, Amazon.com, Inc. Director since: 2015 Age: | | |||
| Biography Mr. Dalzell was Senior Vice President and Chief Information Officer at Amazon.com, Inc. until his retirement in 2007. Previously, Mr. Dalzell served in numerous other positions at Amazon.com, Inc., including Senior Vice President of Worldwide Architecture and Platform Software and Chief Information Officer from 2001 to 2007, Senior Vice President and Chief Information Officer from 2000 to 2001, and Vice President and Chief Information Officer from 1997 to 2000. Before he joined Amazon.com, Inc., Mr. Dalzell was Vice President of the Information Systems Division at Walmart Inc. from 1994 to 1997. Mr. Dalzell was a director of AOL.com, Inc. from 2009 until it was acquired by Verizon Communications Inc. in 2015. Mr. Dalzell holds a Bachelor of Science degree in Engineering from the United States Military Academy at West Point. | | | Relevant Expertise Mr. Dalzell brings to the Board extensive experience, expertise and background in information technology, platform software, cloud computing and cybersecurity, as well as a global perspective, gained from his service as the Chief Information Officer of Amazon.com, Inc. He also brings corporate leadership experience gained from his service in various senior executive roles at Amazon.com, Inc. Other Public Company Boards Twilio, Inc. since 2014 (serves on the Compensation Committee and the Nominating and Governance Committee) | |
| Committees: • None | | | Sasan K. Goodarzi President and Chief Executive Officer, Intuit Inc. Director | | |||
| Biography Mr. Goodarzi has been President and CEO of Intuit since January 1, 2019. Before assuming that position, he served as Executive Vice President and General Manager of Intuit’s Small Business & Self-Employed Group from May 2016 provider of industrial automation, transportation | | | and controls technology, serving as global president of the products group. He also held a number of senior leadership roles in the automation control division at Honeywell. Mr. Goodarzi holds a Bachelor of Science degree in Electrical Engineering from the University of Central Florida and a Master of Business Administration degree from the Kellogg School of Management at Northwestern University. Relevant Expertise Mr. Goodarzi brings to the Board a deep understanding of Intuit’s business and culture as well as his instrumental contributions to and experience in developing and executing our strategic priorities. Other Public Company Boards Atlassian Corporation Plc. since 2018 (chairs the Compensation and Leadership Development Committee) | |
| 24 | | | INTUIT 2022 Proxy Statement | Proposal No. 1 Election of Directors | Our Board Nominees | | | | | | | |
| Committees: • Acquisition • Compensation and Organizational Development | | | Deborah Liu Director | | |||
| Biography Ms. Liu has | | | Relevant Expertise Other Public Company Boards None | |
| Committees: • Compensation and Organizational Development • Nominating and Governance | | | Tekedra Mawakana Director since: 2020 Age: | | |||
| Biography Ms. Mawakana is | | | directors of the Internet Association. | Relevant Expertise Ms. Mawakana brings to the Board extensive experience in advising publicly traded consumer technology companies on global regulatory policy, and a deep understanding of public policy related to commerce and advanced applications of artificial intelligence and machine learning. Other Public Company Boards None | |
| | | | | | | Our Board Nominees | Proposal No. 1 Election of Directors | INTUIT 2022 Proxy Statement | | | 25 | |
| Committees: • Compensation and Organizational Development (Chair) • Nominating and Governance | | | Suzanne Nora Johnson Former Vice Chairman, The Goldman Sachs Group Director since: 2007 Age: Lead Independent Director | | |||
| Biography Ms. Nora Johnson held several management positions at The Goldman Sachs Group, including Vice Chairman, Chairman of the Global Markets Institute, and Head of the Global Investments Research Division, from 1985 until 2007. Ms. Nora Johnson served as a director of American International Group, Inc. from 2008 to 2020. Ms. Nora Johnson’s significant non-profit board affiliations include, among others, the Brookings Institution, the Carnegie Institution for Science, and the University of Southern California. She earned a Bachelor of Arts degree from the University of Southern California and a Juris Doctor degree from Harvard Law School. | | | Relevant Expertise Ms. Nora Johnson brings to the Board valuable business experience managing large, complex, global institutions as well as insights into how changes in the financial services industry, public policy and the macro-economic environment affect our businesses. Other Public Company Boards Pfizer Inc. since 2007 (chairs the Audit Committee and serves on Regulatory and Compliance Committee) VISA Inc. since 2007 (serves on the Nominating and Governance and Audit and Risk Committees) | |
| Committees: • Acquisition • Audit and Risk (Chair) | | | Dennis D. Powell Former Executive Vice President and Chief Financial Officer, Cisco Systems, Inc. Director since: 2004 Age | | |||
| Biography Mr. Powell was executive advisor of Cisco Systems, Inc. from 2008 to 2010. He joined Cisco in 1997 and held several management positions throughout his tenure, including Executive Vice President and Chief Financial Officer from 2003 to 2008; Senior Vice President, Corporate Finance Vice President from 2002 to 2003; and Corporate Controller from 1997 to 2002. Prior to Cisco, Mr. Powell was a senior partner at Coopers & Lybrand LLP, where his tenure spanned 26 years. Mr. Powell served on the board of directors of VMware, Inc. from 2007 until 2015 and on the board of directors of Applied Materials, Inc. from 2007 to 2020. Mr. Powell holds a Bachelor of Science degree in Business Administration with a concentration in accounting from Oregon State University. | | | Relevant Expertise Mr. Powell brings to the Board executive management experience with large, global organizations, as well as deep financial expertise and insights into operational issues, which he gained through his tenure as an executive at a large public technology Other Public Company Boards None | |
| 26 | | | INTUIT 2022 Proxy Statement | Proposal No. 1 Election of Directors | Our Board Nominees | | | | | | | |
| Committees: • None | | | Brad D. Smith Executive Chairman of the Board, Intuit Inc. (through the Meeting date), President, Marshall University (effective January 1, 2022) Director since: 2008 Age: | | |||
| Biography Mr. Smith has served as Executive Chairman of the Board of Intuit since January 1, 2019. Mr. Smith was named as President of Marshall University, effective January 1, 2022. Mr. Smith will step down as Executive Chairman of the Board of Intuit at the Meeting and will stand for re-election as a member of our Board of Directors. Mr. Smith joined Intuit in 2003 and has served over the years in a number of senior positions: President and CEO from January 2008 to December 2018; Senior Vice President and General Manager, Small Business Division from 2006 to 2007; Senior Vice President and General Manager, QuickBooks from 2005 to 2006; Senior Vice President and General Manager, Consumer Tax Group from 2004 to 2005; and Vice President and General Manager of Intuit’s Accountant Central and Developer Network from 2003 to 2004. Before joining Intuit, Mr. Smith was at ADP, where he held several executive positions from 1996 to 2003, including Senior Vice President of Marketing and Business Development. Mr. Smith served on the board of directors of Yahoo! Inc. from 2010 to 2012. Mr. Smith holds a Bachelor of Business Administration degree from Marshall | | | University and a Master’s degree in Management from Aquinas College. Relevant Expertise Having served as Chairman, President and Chief Executive Officer of Intuit, Mr. Smith brings to the Board significant knowledge of Intuit’s strategy, markets, operations and employees and provides industry expertise and context on Other Public Company Boards Nordstrom, Inc. since 2013 (serves as Chairman of the Board, on the Compensation, People and Culture Committee and on the Corporate Governance and Nominating Committee) | |
| Committees: • Audit and Risk • Nominating and Governance | | | Thomas Szkutak Former Senior Vice President and Chief Financial Officer, Amazon.com, Inc. Director since: 2018 Age: | | |||
| Biography Mr. Szkutak served as the Senior Vice President and Chief Financial Officer of Amazon.com, Inc. from 2002 until 2015. Prior to that, he spent 20 years with General Electric, where he held a variety of positions, including Chief Financial Officer of GE Lighting from 2001 to 2002, Finance Director of GE Plastics Europe from 1999 to 2001, and Executive Vice President of Finance at GE Asset Management (formerly known as GE Investments) from 1997 to 1999. Mr. Szkutak served on the board of directors of athenahealth, Inc. from June 2016 to February 2019, where he served as chair of the Audit Committee. He also has served as an advisor and operating partner of Advent International, a global private equity firm, since August 2017. He is a graduate of GE’s | | | financial management program. Mr. Szkutak received a Bachelor of Science degree in Business Administration from Boston University. Relevant Expertise Mr. Szkutak brings to the Board deep financial expertise and executive management experience with large, global organizations, which he gained through his experience as the chief financial officer of a publicly traded company. Other Public Company Boards Zendesk, Inc. since 2019 (chairs the Audit Committee) | |
| | | | | | | Our Board Nominees | Proposal No. 1 Election of Directors | INTUIT 2022 Proxy Statement | | | 27 | |
| Committees: • Acquisition • Audit and Risk | | | Raul Vazquez Chief Executive Officer and Director, Oportun Financial Corporation Director since: 2016 Age: | | |||
| Biography Mr. Vazquez has served as Chief Executive Officer and a board member of Oportun, a financial technology company, since April 2012. Prior to joining Oportun, he spent nine years at Walmart in various senior leadership roles, including Executive Vice President and President of Walmart West, Chief Executive Officer of Walmart.com, and Executive Vice President of Global eCommerce for developed markets. Mr. Vazquez previously worked in startup companies in e-commerce, at a global strategy consulting firm focused on Fortune 100 companies, and as an industrial engineer for Baxter Healthcare. Mr. Vazquez served as a member of the board of directors of Staples, Inc. from 2013 to June 2016. He also served as | | | Relevant Expertise Mr. Vazquez brings to the Board a wide range of experience in innovative consumer financial products, retail, marketing, e-commerce, technology and community development, as well as corporate leadership experience with global organizations. Other Public Company Boards Oportun Financial Corporation since 2019 | |
| Committees: • Compensation and Organizational Development • Nominating and Governance | | | Jeff Weiner Executive Chairman and Former Chief Executive Officer, LinkedIn Corporation Director | | |||
| Biography Mr. Weiner has served as the Executive Chairman of LinkedIn, an online professional network provider, since June 2020. He is also the Founding Partner in Next Play Ventures and a Founding Limited Partner in Concrete Rose Capital. He was previously the Chief Executive Officer of LinkedIn from June 2009 to June 2020, and a director of LinkedIn from July 2009 to December 2016. He served as LinkedIn’s Interim President from December 2008 until June 2009. Before joining LinkedIn, Mr. Weiner was an executive in residence at Accel Partners and Greylock Partners, both venture capital firms, from September 2008 to June 2009. From May 2001 to June 2008 he held several positions at Yahoo! Inc., | | | Relevant Expertise Mr. Weiner brings to the Board Other Public Company Boards None | |
| 28 | | | INTUIT 2022 Proxy Statement | Proposal No. 1 Election of Directors | Our Board Nominees | | | | | | | |
| Board Diversity Matrix (as of October 31, 2021) | | | | |
| Total number of directors: | | | 12 | |
| | | | Female | | | Male | | | Non-binary | | | Did not disclose gender | |
| Directors | | | 4 | | | 8 | | | — | | | — | |
| Number of directors who identify in any of the categories below: | | | | | | | | | | | | | |
| African American or Black | | | 1 | | | — | | | — | | | — | |
| Alaskan Native or Native American | | | — | | | — | | | — | | | — | |
| Asian | | | 1 | | | — | | | — | | | — | |
| Hispanic or Latinx | | | — | | | 1 | | | — | | | — | |
| Native Hawaiian or Pacific Islander | | | — | | | — | | | — | | | — | |
| White | | | 1 | | | 7 | | | — | | | — | |
| Two or more races or ethnicities | | | — | | | — | | | — | | | — | |
| LGBTQ+ | | | — | | | — | | | — | | | — | |
| Did not disclose demographic background | | | 1 | | | — | | | — | | | — | |
| | | | The Board recommends that you vote FOR the election of each of the nominated directors. | | |
| | | | | | | Our Board Nominees | Proposal No. 1 Election of Directors | INTUIT 2022 Proxy Statement | | | 29 | |
| Position | | | Annual Amount ($) | | |||
| Non-Employee Board Member | | | | | 75,000 | | |
| Lead Independent Director* | | | | | 40,000 | | |
| Members of each of the Audit and Risk Committee, Acquisition Committee, and Compensation and Organizational Development Committee | | | | | 15,000 | | |
| Members of the Nominating and Governance Committee | | | | | 10,000 | | |
| Audit and Risk Committee Chair** | | | | | 32,500 | | |
| Compensation and Organizational Development Committee Chair** | | | | | 25,000 | | |
| Acquisition Committee and Nominating and Governance Committee Chairs** | | | | | 17,500 | | |
| 30 | | | INTUIT 2022 Proxy Statement | Director Compensation | Annual Retainer and Equity Compensation Program for Non-Employee Directors | | | | | | | |
| Board Position | | | Fixed Amount of Award ($) | | | Vesting schedule | |
| Non-Employee Board Member (annual grant) | | | 260,000 | | | Generally vests in full on the first business day of the 12th month following the grant | |
| | | | | | | Annual Retainer and Equity Compensation Program for Non-Employee Directors | Director Compensation | INTUIT 2022 Proxy Statement | | | 31 | |
| Director Name | | Fees Earned or Paid in Cash ($) | | Stock Awards ($) | | All Other Compensation ($) | | Total ($) | | Director Name | | Fees Earned or Paid in Cash ($) | | Stock Awards ($) | | All Other Compensation ($) | | Total ($) | | ||||||||||||||||||||||||||||||||
| Eve Burton | | | | —(1) | | | | | 377,982(1)(2) | | | | | — | | | | | 377,982 | | | Eve Burton | | | | —(1) | | | | | 378,694(1)(2) | | | | | — | | | | | 378,694 | | | ||||||||
| Scott D. Cook | | | | — | | | | | — | | | | | 1,260,000(3) | | | | | 1,260,000 | | | Scott D. Cook | | | | — | | | | | — | | | | | 1,381,250(3) | | | | | 1,381,250 | | | ||||||||
| Richard L. Dalzell | | | | 91,875(1) | | | | | 290,779(1)(2) | | | | | — | | | | | 382,654 | | | Richard L. Dalzell | | | | 30,625(1) | | | | | 352,502(1)(2) | | | | | — | | | | | 383,127 | | | ||||||||
| Deborah Liu | | | | 26,250(1) | | | | | 339,341(1)(2) | | | | | — | | | | | 365,591 | | | Deborah Liu | | | | —(1) | | | | | 373,466(1)(2) | | | | | — | | | | | 373,466 | | | ||||||||
| Suzanne Nora Johnson | | | | 165,000 | | | | | 260,136(2) | | | | | — | | | | | 425,136 | | | Tekedra Mawakana | | | | 100,000 | | | | | 325,188(2) | | | | | — | | | | | 425,188 | | | ||||||||
| Dennis D. Powell | | | | 137,500 | | | | | 260,136(2) | | | | | — | | | | | 397,636 | | | Suzanne Nora Johnson | | | | 165,000 | | | | | 260,146(2) | | | | | — | | | | | 425,146 | | | ||||||||
| Brad D. Smith | | | | — | | | | | 6,202,489(4) | | | | | 1,538,846(4) | | | | | 7,741,335 | | | Dennis D. Powell | | | | 137,500 | | | | | 260,146(2) | | | | | — | | | | | 397,646 | | | ||||||||
| Thomas Szkutak | | | | —(1) | | | | | 360,789(1)(2) | | | | | — | | | | | 360,789 | | | Brad D. Smith | | | | — | | | | | 6,000,880(4) | | | | | 1,697,500(4) | | | | | 7,698,380 | | | ||||||||
| Raul Vazquez | | | | 105,000 | | | | | 260,136(2) | | | | | — | | | | | 365,136 | | | Thomas Szkutak | | | | —(1) | | | | | 361,139(1)(2) | | | | | — | | | | | 361,139 | | | ||||||||
| Jeff Weiner | | | | 100,000 | | | | | 260,136(2) | | | | | — | | | | | 360,136 | | | Raul Vazquez | | | | 105,000 | | | | | 260,146(2) | | | | | — | | | | | 365,146 | | | ||||||||
| Jeff Weiner | | | | 100,000 | | | | | 260,146(2) | | | | | — | | | | | 360,146 | | |
| 32 | | | INTUIT 2022 Proxy Statement | Director Compensation | Director Summary Compensation Table | | | | | | | |
| | | | Stock Awards | | |||||||||||||||
| Director Name | | | Grant Date | | | Shares Subject to Award (#) | | | Grant Date Fair ($)(1) | | |||||||||
| Eve Burton | | | | | 10/ | | | | | | | | | | | 29,580 | | | |
| | | | | | 1/22/2021 | | | | | | 694(3) | | | | | | 260,146 | | |
| | | | | | 1/22/2021 | | | | | | 79(2) | | | | | | 29,613 | | |
| | | | | | | | | | | ||||||||||
| | | | | ||||||||||||||||
| | |||||||||||||||||||
| | | | | | 7/ | | | | | | | | | | | | | ||
| Scott D. Cook(4) | | | | | — | | | | | | — | | | | | | — | | |
| Richard L. Dalzell | | | | | | | | | | | | | | | | | |||
| | | | | | 1/ | ||||||||||||||
| | | | | 82(2) | | | | | | | | ||||||||
| | | | | | 5/7/2021 | | | | | | 77(2) | | | | | | 30,880 | | |
| | | | | | 7/30/2021 | | | | | | 58(2) | | | | | | 30,738 | | |
| Deborah Liu | | | | | 10/30/2020 | | | | | | 84(2) | | | | | | 26,433 | | |
| | | | | | 1/22/2021 | | | | | | 694(3) | | | | | | 260,146 | | |
| | | | | | 1/22/2021 | | | | | | 77(2) | | | | | | 28,864 | | |
| | | | | | 5/7/2021 | | | | | | 72(2) | | | | | | 28,875 | | |
| | | | | | 7/30/2021 | | | | | | 55(2) | | | | | | 29,148 | | |
| Tekedra Mawakana | | | | | 10/19/2020 | | | | | | 194(5) | | | | | | 65,042 | | |
| | | 1/22/2021 | | | | | | 694(3) | | | | | | 260,146 | | | |||
| Suzanne Nora Johnson | | | | | 1/22/2021 | | | | | | 694(3) | | | | | | 260,146 | | |
| Dennis D. Powell | | | | | 1/22/2021 | | | | | | 694(3) | | | | | | 260,146 | | |
| Brad D. Smith | | | | | See note (6) | | | | | | See note (6) | | | | | | See note (6) | | |
| Thomas Szkutak | | | | | 10/30/2020 | | | | | | 80(2) | | | | | | 25,174 | | |
| | | | | | 1/22/2021 | | | | | | 694(3) | | | | | | 260,146 | | |
| | | | | | 1/22/2021 | | | | | | 67(2) | | | | | | 25,115 | | |
| | | | | | 5/7/2021 | | | | | | 63(2) | | | | | | 25,265 | | |
| | | | | | 7/30/2021 | | | | | | 48(2) | | | | | | 25,439 | | |
| Raul Vazquez | | | | | 1/ | | | | | | | | | | | | | ||
| Jeff Weiner | | | | | 1/ | | | | | | | | | | | | |
| | | | | | | Equity Grants to Directors During Fiscal Year | | | 33 | |
| Director Name | | Aggregate Shares Subject to Outstanding Stock Awards (#)(1) | | Portion of Outstanding Stock Awards that is Vested and Deferred (#)(1) | | Director Name | | Aggregate Shares Subject to Outstanding Stock Awards (#)(1) | | Portion of Outstanding Stock Awards that is Vested and Deferred (#)(1) | | ||||||||||||||||
| Eve Burton | | | | 12,500 | | | | | 11,597 | | | Eve Burton | | | | 13,497 | | | | | 12,803 | | | ||||
| Scott D. Cook | | | | — | | | | | — | | | Scott D. Cook | | | | — | | | | | — | | | ||||
| Richard L. Dalzell | | | | 16,473 | | | | | 15,570 | | | Richard L. Dalzell | | | | 17,384 | | | | | 16,690 | | | ||||
| Deborah Liu | | | | 5,761 | | | | | 4,858 | | | Deborah Liu | | | | 6,743 | | | | | 6,049 | | | ||||
| Suzanne Nora Johnson | | | | 8,665 | | | | | 7,762 | | | Tekedra Mawakana | | | | 888 | | | | | 194 | | | ||||
| Dennis D. Powell | | | | 8,665 | | | | | 7,762 | | | Suzanne Nora Johnson | | | | 6,582 | | | | | 5,888 | | | ||||
| Brad D. Smith | | See note (2) | | See note (2) | | Dennis D. Powell | | | | 6,582 | | | | | 5,888 | | | ||||||||||
| Thomas Szkutak | | | | 4,768 | | | | | 3,865 | | | Brad D. Smith | | See note (2) | | See note (2) | | ||||||||||
| Raul Vazquez | | | | 8,577 | | | | | 7,674 | | | Thomas Szkutak | | | | 5,720 | | | | | 5,026 | | | ||||
| Jeff Weiner | | | | 10,736 | | | | | 9,833 | | | Raul Vazquez | | | | 6,582 | | | | | 5,888 | | | ||||
| Jeff Weiner | | | | 7,745 | | | | | 7,051 | | |
| 34 | | | INTUIT 2022 Proxy Statement | Director Compensation | Outstanding Equity Awards for Directors at Fiscal Year-End 2021 | | | | | | | |
| | | | The Board recommends that you vote FOR approval of the advisory resolution to approve executive compensation. | | |
| | | | | | | Proposal No. 2 Advisory Vote to Approve Executive Compensation | INTUIT 2022 Proxy Statement | | | 35 | |
| 36 | | | INTUIT 2022 Proxy Statement | Compensation and Organizational Development Committee Report | | | | | | | |
| | | | | | | Executive Summary | CD&A | INTUIT 2022 Proxy Statement | | | 37 | |
| 38 | | | INTUIT 2022 Proxy Statement | CD&A | Executive Summary | | | | | |
| GAAP diluted EPS of | | | | Non-GAAP diluted EPS of | | | | Repurchased shares of | | |||||||||
| $6.92 | | | | $7.86 | | | | $318M | | |||||||||
| | | 17% from $5.89 in FY19 | | | | | | 16% from $6.75 in FY19 | | | | and | | | dividend 13% to $2.12/share | |
| | | | | | | Executive Summary | CD&A | INTUIT 2022 Proxy Statement | | | 39 | |
We value the opinions of our stockholders and also seek their input as part of our regular stockholder outreach efforts. The feedback we received from stockholders regarding our executive compensation program was generally positive.
Compensation Philosophy and Objectives Our Guiding Philosophy In setting policies and practices regarding compensation, the guiding philosophy of the Compensation Committee is that our compensation programs should: Our Strategies We use a mix of cash and equity incentives. The Compensation Committee believes that both cash and equity incentives are important We consider a diverse set of factors in determining compensation opportunities and incentive awards. In determining the amount of cash and equity incentives our officers receive, the Compensation Committee considers each executive officer’s total compensation to assess the program’s overall value for We manage our equity compensation programs to provide competitive rewards that are commensurate with results delivered. The Compensation Committee considers measures related to dilution, burn rate and the cost of the equity incentive program compared to similar peer companies, while recognizing the need to hire top talent in Role of Compensation Consultants, Executive Officers and the Board in Compensation Determinations The Compensation Consultant The Compensation Committee has the authority to retain independent consultants and other experts to assist it in fulfilling its responsibilities. The committee has engaged the services of FW Cook, a national executive compensation consulting firm, to review and provide recommendations concerning Intuit’s executive compensation program. FW Cook performs services solely on behalf of the Compensation Committee and interacts with the company and management only in the course of performing those services. As described below under “Fiscal FW Cook attended all meetings of the Compensation Committee as its independent advisor, responded to committee members’ inquiries and refined their analyses based on the committee’s questions. The Compensation Committee has assessed the independence of FW Cook pursuant to Nasdaq and SEC rules, and concluded that FW Cook is independent and that no conflict of interest exists that would prevent FW Cook from independently representing the Compensation Committee. Officers and the Board The Compensation Committee received support from Intuit’s human resources leaders in analyzing and establishing Intuit’s compensation programs for fiscal
Mr. Goodarzi, our President and CEO, provided recommendations to the committee regarding the cash and equity compensation of his executive staff (including those who are NEOs), succession planning, organizational development and the use of incentive compensation to drive Intuit’s growth and support the ecosystem business model. In determining compensation for other NEOs, the committee considered Mr. Goodarzi’s recommendations. To aid the Compensation Committee in its evaluation of his performance, Mr. Goodarzi provided a self-review and feedback from his executive staff, together with input from the Executive Chairman of the Board, to the committee. The Compensation Committee determined the compensation for Mr. Goodarzi after obtaining information and input from FW Cook and conferring with the Board without Mr. Goodarzi present. In all cases, although the Compensation Committee received advice and recommendations, the committee is solely responsible for making the final decisions on compensation for the NEOs. Fiscal Peer Group Composition Each year the Compensation Committee works with its independent compensation consultant to determine appropriate peer companies for benchmarking our executive compensation program. In choosing the peer group, the committee has two primary objectives: First, to confirm that our peer group is relevant and includes companies: • that compete with • of similar scope and complexity; and • of similar size, measured by revenue and market capitalization. Second, to create a sufficiently robust set of peers to ensure a degree of continuity year-over-year. Using these objectives, the independent compensation consultant recommended a fiscal
The independent compensation consultant reviewed these criteria with the Compensation Committee in January
All compensation decisions made in July How Peer Group Data Were Used The Compensation Committee used the publicly reported information regarding NEO compensation from
Components of Compensation Overview The components of Intuit’s executive compensation program for fiscal The Compensation Committee conducts its annual review process near the end of each fiscal year to determine each executive’s cash bonus, equity awards and any adjustments to base salary and target cash bonus opportunities for the following year. This timing allows the committee to consider the company’s TSR performance to date and financial results for the fiscal year. Base Salary Each July, the Compensation Committee reviews the base salaries of our NEOs in the context of the compensation information provided by the committee’s independent compensation consultant. The goal of this review is to determine whether the base salaries of our NEOs are competitive with our compensation peer group and to ensure those salaries reflect each executive’s role, responsibilities, experience and performance. Fiscal Annual Cash Bonuses Intuit uses cash bonuses to reward achievement of annual company financial performance and strategic objectives, including certain ESG-related goals, and individual strategic and operational objectives, all of which align with stockholder value. These bonuses are determined by a multi-step process. Prior to fiscal 2021, we maintained a separate cash bonus plan for our senior executives. Beginning in fiscal 2021, cash bonuses for our senior executives, including our NEOs, were awarded under the Intuit Inc. Performance Incentive Plan (“IPI”), which is the same bonus program in which our broader employee base participates.
Bonus targets are established. Each NEO has an annual bonus target that is a stated True North strategic goals are established. As part of our financial planning process, management established goals to deliver results for each of our four key True North stakeholders — employees, customers, communities and stockholders. These metrics are designed to advance our progress toward our bold goals and include measurable company-wide ESG-related goals. Based on performance against these goals, the True North Stakeholder Fiscal 2021 Goal Outcomes
* ESG-related goal outcomes
Fiscal Credit Karma). Based on our actual performance under these
(1) For purposes of determining the baseline for the funding of the IPI, fiscal 2021 adjusted revenue and adjusted non-GAAP operating income exclude the results of Credit Karma, which we acquired after the financial goals were set by the Compensation
Linear interpolation between defined points. Fiscal This represents a baseline for the funding of the
True North goals are assessed. The Compensation Committee considered the company’s performance against the fiscal 2021 True North goals as follows:
* ESG-related goal IPI funding percentage is approved for the broader employee base.Based on the foregoing, the Compensation Committee set funding for the Actual Named Executive Officer bonus awards are determined. The Compensation Committee determined that each NEO would be awarded a bonus equal to The fiscal
Long-Term Incentives For the fiscal Relative TSR RSUs Our Relative TSR RSUs align the interests of award recipients and our stockholders by rewarding superior stockholder returns compared to a pre-established peer group of other large technology companies. Specifically, target shares are earned only if Intuit achieves a TSR ranking at the 60th percentile or Vesting. Relative TSR RSUs cliff vest after a three-year period and are earned based on Intuit’s TSR compared to companies in a pre-established peer group, with three discrete performance periods covering 12, 24 and 36 months. Shares earned based on the 12- and 24-month relative TSR performance periods have an additional service-based vesting requirement; these shares do not vest until the end of the 36-month period. The three-year vesting schedule serves as a retention incentive and requires consistent, longer-term stock price performance, which supports long-term alignment with the interests of our stockholders. If an executive’s employment is terminated before the end of the three-year period, all of the Relative TSR RSUs subject to that award will be forfeited except in the cases of retirement or involuntary termination, where awards are subject to pro rata vesting for time served during the performance period (based on actual performance for any completed period and target for any incomplete period). Mr. Goodarzi’s award includes a mandatory one-year holding period after vesting, in the form of an automatic deferral of the release of the shares that he earns under the Relative TSR RSU awards. This is to ensure longer term alignment with stockholders and accountability for strategic decision-making. Except in certain limited circumstances (death, disability or a change in control), the deferral period applies to vested shares even if Mr. Goodarzi terminates service with the company. Performance goals. The TSR
The TSR Peers are:
How payouts link to performance. A “target” payout is earned when Intuit’s The table below summarizes the relationship between relative TSR performance and the percent of target that may be earned under these Dividends. Recipients of Relative TSR RSUs, including the NEOs, are provided dividend-equivalent rights in conjunction with these awards, but the dividends are not paid unless and until the underlying shares are earned, vest and are issued. Dividend-equivalent rights on Relative TSR RSUs that fail to vest are forfeited.
Service-Based RSUs In fiscal Intuit employees (including the NEOs) are provided dividend-equivalent rights in conjunction with RSU awards, but the dividends are not paid until the shares vest and are issued. Dividend-equivalent rights on RSUs that fail to vest are forfeited. Stock Options In fiscal Intuit employees who are at least 55 years old and have worked for Intuit for at least 10 full years are considered “retirement eligible” under the terms of these awards. Upon retirement, such a recipient is entitled to pro rata vesting based on the number of full months of service over the award term. Other employees forfeit their unvested options if they terminate employment with Intuit before the end of the four-year vesting period. How Equity Grant Values Were Determined The Compensation Committee considers multiple factors in determining the size of an executive’s equity awards, including annual performance ratings, succession planning, retention value of current equity holdings and equity award values for executives with similar roles at peer companies. For fiscal The value of the equity granted to Mr. Goodarzi was determined based on a review by the Compensation Committee of data provided by the committee’s independent compensation consultant, in addition to the committee’s own assessment that Mr. Goodarzi delivered outstanding results for all stakeholders during To determine the size of the equity awards for the other NEOs, the committee used data provided by the committee’s independent compensation consultant, which estimated the range of grant values provided to executives in comparable positions at companies within Intuit’s compensation peer The realization of The fiscal
Fiscal Compensation Snapshot
Other Named Executive Officers The Compensation Committee determined the compensation for Intuit’s other NEOs based on each executive’s leadership in achieving the company’s one-year operating plan and making significant progress toward longer-term strategic plans. In evaluating the other executives and determining each of their overall performance ratings, the committee considered: • the performance evaluation and pay recommendations made by the CEO, which took into account the performance of each executive’s business unit or functional group, the executive’s leadership capability, and the importance of retaining the executive; and • the scope, degree of difficulty and importance of the executive’s responsibilities. The committee gives considerable weight to the evaluation provided by the CEO because of his direct detailed knowledge of each NEO’s performance and contributions. However, the committee has the sole responsibility for determining NEO compensation. Like the CEO, each of the other NEOs
Fiscal The following table shows the intended target total annual equity grant value awarded to each NEO at the end of fiscal The intended values shown in the table may or may not be achieved, depending on whether performance criteria are met and how Intuit’s stock price performs over the vesting period.
(1) These values were estimated using data available to the Compensation Committee on July Payout of Relative TSR RSUs Granted in In July The graphic below describes the percent of target that could be earned under these awards based on relative TSR, as well as the actual achievement of the relative TSR performance for each performance period, as certified by the Compensation Committee under the earnout formula.
For all of the NEOs, the table below sets forth the number of
Other Benefits MANAGEMENT STOCKPURCHASEPROGRAM To help encourage our executives to own Intuit stock, Intuit maintains the Management Stock Purchase Program (the “MSPP”). Under the MSPP, employees with a title of director or above (including the NEOs) may elect to defer up to 15% of their annual incentive bonus, which is then converted into deferred stock units based on the fair market value of Intuit’s stock on the date bonuses are awarded. These deferred stock units are fully vested on the purchase date, but are not issued in the form of shares until the earlier of the third anniversary of the purchase date or the date the executive terminates employment with Intuit. Intuit also grants employees who defer a portion of their annual bonuses an additional RSU for every deferred stock unit purchased through the MSPP, up to a maximum number. The maximum numbers of matching RSUs that may be granted to the NEOs are set forth below.
These matching RSUs cliff vest three years after the grant date, or on the recipient’s earlier death or disability. This three-year vesting period is intended to assist Intuit in retaining key talent. The RSUs granted pursuant to the MSPP are issued under the 2005 Equity Incentive Plan. Deferred stock units purchased by employees under the MSPP, as well as any matching RSUs, have dividend-equivalent rights. Dividends on the purchased deferred stock units are paid on the later of the date the shares are issued or the date dividends are paid to Intuit’s common stockholders. Dividends on matching RSUs are paid upon vesting. NON-QUALIFIEDDEFERREDCOMPENSATION PLAN We maintain a Non-Qualified Deferred Compensation Plan (the “NQDCP”), which provides that executives who meet minimum compensation requirements are eligible to defer up to 75% of their salaries and up to 75% of their bonuses. We have agreed to credit the participants’ contributions with earnings that reflect the performance of certain independent investment funds. We do not guarantee above-market interest on account balances. We may make discretionary employer contributions to participant accounts in certain circumstances; the timing, amounts and vesting schedules of such contributions are at the sole discretion of the Compensation Committee or its delegate. No discretionary employer contributions were made for the benefit of any participant in fiscal Benefits under the NQDCP are unsecured and are general assets of Intuit. Participants are generally eligible to receive payment of their vested benefit at the end of their elected deferral period or after termination of their employment with Intuit for any reason, or at a later date if necessary to comply with Section 409A of the Internal Revenue Code. Participants may elect to receive their payments in a lump sum or installments. Deferrals authorized by an executive and the related earnings are always 100% vested. Discretionary company contributions and the related earnings vest as determined by Intuit at the time a particular contribution is made, and in any event vest completely upon the participant’s disability or death or a change in control of Intuit. EMPLOYEEBENEFITS All employees (including the NEOs) are eligible to participate in a number of programs that make up Intuit’s total compensation package, including health and welfare benefits, relocation benefits, our 401(k) Plan with a company-sponsored match component and our Employee Stock Purchase Plan. Intuit does not offer a defined benefit pension plan.
TERMINATIONBENEFITS As discussed below under “Potential Payments Upon Termination of Employment or Change in Control,” the company has agreed to provide severance payments to Mr. Goodarzi an “excess parachute payment” under U.S. tax laws. Our Compensation Policies and Practices Intuit employs a number of practices that reflect our pay-for-performance compensation philosophy and are intended to provide total compensation that is competitive and relates to both Intuit’s performance and the individual performance of our senior executives. STOCKOWNERSHIP REQUIREMENTS Intuit has a mandatory stock ownership program that applies to employees at the senior vice president level and above (including the NEOs) and to members of the Board. To ensure continued alignment of interests among Intuit’s management, directors and stockholders, the ownership requirements are as follows:
Individuals must comply within five years after becoming subject to the guidelines. Existing senior officers who are promoted to positions with a higher ownership requirement have three years to reach that higher level. Senior officers must retain 50% of the shares remaining at the time of vesting of service-based or relative TSR RSUs, or exercise of options, after payment of any applicable exercise price and tax withholding (“net shares”), until they reach the applicable ownership requirement. Any senior officer who has not achieved the applicable ownership requirement by the applicable compliance date must retain 100% of his or her net shares until compliance is achieved. If a Board member has not met the stock ownership requirement by the required date, then 50% of that Board Member’s annual cash retainer will be paid in the form of Intuit stock until the required ownership level is reached. As of July 31, In addition to these ownership requirements, Mr. Goodarzi’s service-based RSUs and Relative TSR RSUs granted after he became the CEO are subject to a mandatory one-year holding period after vesting in the form of an automatic one-year deferral of the release of the underlying shares, to increase his long-term alignment with stockholders. Equity grants made to the CEO, the Executive Chairman of the Board, Executive Vice Presidents or other Section 16 officers must be approved by the Compensation Committee. Timing of grants. During fiscal Option exercise price. The exercise price of a newly granted option (i.e., not an option assumed or substituted in connection with an acquisition) is the closing price of Intuit’s common stock on the Nasdaq stock market on the date of grant. Intuit’s Insider Trading Policy prohibits directors, officers and other employees from placing securities into a margin account, pledging any Intuit securities as collateral for a loan, trading in put or call options or other derivatives of Intuit’s securities, engaging in short sales of Intuit securities, or purchasing any other financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds) that are designed to hedge or offset any decrease in the market value of Intuit securities held directly or indirectly.
CLAWBACKS We have “clawback” provisions for cash bonus payments made to our senior executives, including our NEOs. In the event Intuit issues a restatement of its financial results for any period in the previous three fiscal years with respect to which a cash incentive award was paid, and the restatement decreases the level of a performance result previously certified by the Compensation Committee, then in the discretion of the committee, the recipient of each award will be required to return to Intuit an amount equal to the amount of the award that would not have been paid based on the restated financial results. Our 2005 Equity Incentive Plan also has “clawback” provisions for performance-based equity awards. Accounting and Tax Implications of Our Compensation Policies In designing our compensation programs, the Compensation Committee considers the financial, accounting and tax consequences to Intuit as well as the tax consequences to our employees. In determining the aggregate number and mix of equity grants in any fiscal year, the Compensation Committee and management consider the size and share-based compensation expense of the outstanding and new equity awards relative to our one- and three-year operating plans and relative to market capitalization.
Executive Compensation Tables Fiscal Year The following table shows compensation earned by or granted to our NEOs during the last three fiscal years, as calculated under SEC rules.
(1) The amount, timing and grant date fair value of these awards are described in more detail in the “Compensation Discussion and Analysis” and are included in the “Grants of Plan-Based Awards in Fiscal Year The amount, timing and grant date fair value of these awards are described in more detail in the “Compensation Discussion and Analysis” and are included in the “Grants of Plan-Based Awards in Fiscal Year These amounts represent the amounts earned for performance under The amount shown also includes a deferral at the recipient’s election under the Non-Qualified Deferred Compensation Plan. See “Non-Qualified Deferred Compensation for Fiscal Year
(5) This amount includes $10,000 in matching contributions by Intuit into Mr. Goodarzi’s 401(k) plan. The amount includes a deferral of the amount set forth in the table below made at the recipient’s election under the MSPP. Under the terms of the MSPP, a participant may elect to use a stated portion of his or her annual
This amount includes $10,000 in matching contributions by Intuit into Ms. Clatterbuck’s 401(k) plan and This amount includes $10,000 in matching contributions by Intuit into This amount includes $10,000 in matching contributions by Intuit into Mr. Johnson’s 401(k) plan. This amount includes $10,000 in matching contributions by Intuit into Ms. Tessel’s 401(k) plan; an award under Intuit’s broadly available employee recognition, or “spotlight,” program of
Grants of Plan-Based Awards During Fiscal Year The following table provides information about Relative TSR RSUs and service-based RSUs granted to the NEOs under our 2005 Equity Incentive Plan during fiscal
(1) Represents awards that could have been earned under the (2) Awards made pursuant to Intuit’s 2005 Equity Incentive Plan. With respect to the RSUs described in footnote (4) that may be earned depending on Intuit’s relative TSR, the “Target” column reflects the number of RSUs that will be earned if the TSR performance goals are achieved at target levels, and the “Maximum” column reflects the maximum number of RSUs that could be earned if the highest level of performance is achieved. The RSUs described in footnote (5) will all become subject to service-based vesting upon the completion of the specified service period or, otherwise, be forfeited. As a result, there is no distinction between the (3) These amounts represent the aggregate grant date fair value of these awards computed in accordance with FASB ASC Topic 718. Under FASB ASC Topic 718, the total grant date fair value of the RSUs described in footnote (4), which may be earned depending on Intuit’s relative TSR, remains the same whether the maximum, target, or below target number of RSUs is earned. The grant date fair values of the RSUs described in footnote (5) and the MSPP matching RSUs described in footnote (6) were calculated using the closing price of Intuit’s common stock on the date of grant. (4) Depending on Intuit’s relative TSR for the 12-, 24- and 36-month periods ending July 31, (5) These RSUs will vest as to 25% of the shares on July 1, (6) Represents Intuit matching grants of RSUs under the MSPP with respect to deferrals of fiscal
The following table provides information about stock options granted to the NEOs under our 2005 Equity Incentive Plan during fiscal
(1) These awards vest as to 25% of the options on July (2) These amounts represent the aggregate grant date fair value of these awards computed in accordance with FASB ASC Topic 718.
Outstanding Equity Awards at Fiscal The following table provides information with respect to outstanding stock options held by the NEOs as of July 31,
(1) This award vested as to 25% of the options on July 26, 2019 and 2.083% of the options each month thereafter. (2) This award vested as to 25% of the options on July 25, 2020 and 2.083% of the options each month thereafter. (3) This award (4) This award will vest as to 25% of the options on July 29, 2022 and 2.083% of the options each month thereafter.
The following table provides information with respect to outstanding RSUs held by the NEOs as of July 31,
(1) Because the specified performance goals were achieved, these RSUs vested as to 25% of the shares on July 1, 2019, and have vested and will vest as to 6.25% of the shares each quarter thereafter. Because the specified performance goals were achieved, these RSUs vested as to 25% of the shares on July 1, 2020, and have vested and will vest as to 6.25% of the shares each quarter thereafter. Shares underlying the RSUs will be issued on the date that is one year following each vesting date. Number of shares based on achievement of maximum goals. Depending upon Intuit’s TSR for the three-year period ending July 31, 2022, compared to a pre-established peer group, the earned portion of these RSUs will vest on September 1, 2022 and will be issued on September 1, 2023. These RSUs Number of shares based on achievement of maximum goals. Depending upon Intuit’s TSR for the three-year period ending July 31, 2023, compared to a pre-established peer group, the earned portion of these RSUs will vest on September 1, 2023, and will be issued on September 1, 2024. (7) These RSUs will vest as to 25% of the shares on July 1, 2022, and as to 6.25% of the shares each quarter thereafter. Shares underlying the RSUs will be issued on the date that is one year following each vesting date. (8) Depending upon Intuit’s TSR for the three-year period ending July 31, 2024, compared to a pre-established peer group, the earned portion of these RSUs will vest on September 1, 2024, and will be issued on September 1, 2025. (9) Represents Intuit matching grants of RSUs under the MSPP, which vest on the third anniversary of the grant date. (10) Because the specified performance goals were achieved, these RSUs vested as to 25% of the shares on July 1, 2020, and have vested and will vest as to 6.25% of the shares each quarter thereafter. (11) Number of shares based on achievement of maximum goals. Depending upon Intuit’s TSR for the three-year period ending July 31, 2022 compared to a pre-established peer group, the earned portion of these RSUs will vest on September 1, 2022. (12) These RSUs (13) Number of shares based on achievement of maximum goals. Depending upon Intuit’s TSR for the three-year period ending July 31, 2023, compared to a pre-established peer group, the earned portion of these RSUs will vest on September 1, 2023. (14) Promotion Grant that vested as to 25% of the shares on February 1, 2020, and has vested and will vest as to 6.25% of the shares each quarter thereafter.
Option Exercises and Stock Vested During Fiscal Year The following table shows information about stock option exercises and vesting of RSUs for each of the NEOs during fiscal
Non-Qualified Deferred Compensation for Fiscal Year The following table shows the non-qualified deferred compensation activity for each of the NEOs during fiscal
(1) Amounts shown in this column for the NQDCP are included in the “Salary” or “Non-Equity Incentive Plan Compensation” columns of the “Fiscal Year (2) None of the amounts shown in this column are included in the “Fiscal Year (3) Mr. Goodarzi has contributed a total of
Potential Payments Upon Termination of Employment or Change in Control Described below are the individual arrangements Intuit has entered into with each of our NEOs and the estimated payments and benefits that would be provided under these arrangements, assuming hypothetically that the executive’s employment terminated under certain circumstances as of July 31, Certain benefits shown in the tables below are provided to all recipients of Intuit equity awards, not solely to NEOs. For example: • stock options and service- and performance-based RSUs (including matching RSUs under the MSPP) generally provide for 100% acceleration of vesting upon termination due to death or disability; • stock options and service-based RSUs (including matching RSUs under the MSPP) generally provide for pro rata vesting upon a recipient’s involuntary termination within one year following a change in control; • stock options and service- and performance-based RSUs (including matching RSUs under the MSPP) generally provide for pro rata vesting upon a recipient’s retirement; • performance-based RSUs generally provide for pro rata vesting on an involuntary termination or upon a recipient’s retirement based on actual performance for any completed performance period and target performance for any incomplete performance period; and • performance-based RSUs generally provide for accelerated vesting based on actual performance in the event of a change in control. None of the NEOs Intuit does not generally provide for any special severance payments or acceleration of equity upon an NEO’s termination for cause or resignation without good reason. Under the NQDCP, participants will be eligible to receive their vested benefits under the plan upon termination of employment for any reason, and they will be eligible to receive discretionary company contributions and the related earnings upon their disability or death or a change in control of Intuit, as described above under “Non-Qualified Deferred Compensation for Fiscal Year Sasan K. Goodarzi On November 15, 2018, Intuit entered into an employment agreement with Mr. Goodarzi, which provided that he would become the President and CEO of Intuit, effective January 1, 2019. Under the agreement, Mr. Goodarzi’s employment is
The estimated payments or benefits that would have been paid to Mr. Goodarzi in a hypothetical termination of employment on July 31,
Michelle M. Clatterbuck On January 19, 2018, Intuit entered into an employment agreement with Ms. Clatterbuck. The estimated payments or benefits that would have been paid to Ms. Clatterbuck in a hypothetical termination on July 31,
On November 7, 2018, Intuit entered into an employment agreement with Mr. Chriss. The estimated payments or benefits that would have been paid to
Gregory N. Johnson On August 13, 2018, Intuit entered into an employment agreement with Mr. Johnson. The estimated payments or benefits that would have been paid to Mr. Johnson in a hypothetical termination of employment on July 31,
Marianna Tessel On November 7, 2018, Intuit entered into an employment agreement with Ms. Tessel. The estimated payments or benefits that would have been paid to Ms. Tessel in a hypothetical termination of employment on July 31,
CEO Pay Ratio Mr. Goodarzi’s annual total compensation for fiscal 2021 was $24,929,237, as reported in the Summary Compensation Table of this proxy statement. The fiscal 2021annual total compensation for our median employee was $176,342 as determined under Item 402 of Regulation S-K. The ratio of our CEO’s annualized total compensation to our median employee’s annual total compensation for fiscal 2021 was 141 to 1. Pursuant to Item 402(u) of Regulation S-K and Section 953(b) of the Dodd-Frank Act, we identified our median employee from all full-time, part-time and seasonal workers (other than the CEO) in the U.S., Canada, India and the United Kingdom who were included as employees on our payroll records as of June 30, 2021, based on gross wages paid during the twelve-month period ending on that date. We chose this determination date in order to account for the extension of the federal and state tax filing deadlines in 2021, which would have impacted the comparability of the data with prior fiscal years if we had used May 31 as the determination date as we have in prior years. For permanent employees hired during the twelve-month period, compensation was annualized to reflect a full year of wages. Compensation for international employees was converted to U.S. dollar equivalents using exchange rates as of the determination date. As permitted by SEC rules, we excluded approximately 135 employees located in Australia, 51 employees located in Brazil, 71 employees located in France, 243 employees located in Israel, 13 employees located in Mexico, 2 employees located in Romania and 43 employees located in Singapore, who in the aggregate represented approximately 3.7% of our 14,908 employees, resulting in an employee population of 14,350 for purposes of this computation. The ratio presented above is a reasonable estimate calculated in a manner consistent with Item 402(u). The SEC’s rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own ratios.
Proposal No. 3 Ratification of Selection of Independent Registered Public Accounting Firm Intuit’s Audit and Risk Committee has selected Ernst & Young LLP as the independent registered public accounting firm to perform the audit of Intuit’s consolidated financial statements and the effectiveness of our internal control over financial reporting for the fiscal year ending July 31, 2022. As a matter of good corporate governance, we are asking stockholders to ratify this selection. If the selection of Ernst & Young is not ratified, the Audit and Risk Committee will consider whether it should select another independent registered public accounting firm. Representatives of Ernst & Young are expected to attend the Meeting virtually. They will have the opportunity to make a statement if they wish, and will be available to respond to appropriate questions from stockholders. The Audit and Risk Committee’s Policy on Pre-Approval of Services Performed by the Independent Registered Public Accounting Firm It is the policy of the Audit and Risk Committee to pre-approve, near the beginning of each fiscal year, all audit and permissible non-audit services to be provided by the independent registered public accounting firm during that fiscal year. The Audit and Risk Committee authorizes specific projects within categories of services, subject to a budget for each project. The Audit and Risk Committee also may pre-approve particular services during the fiscal year on a case-by-case basis. The independent registered public accounting firm and management periodically report to the Audit and Risk Committee the actual fees incurred versus the pre-approved budget. Fees Paid to Ernst & Young The following table shows fees that we paid (or accrued) for professional services rendered by Ernst & Young for fiscal 2021 and fiscal 2020:
Audit Fees These fees consist of amounts for professional services rendered in connection with the integrated audit of our financial statements and internal control over financial reporting, review of the interim financial statements included in quarterly reports, and statutory and regulatory filings or engagements. Audit-Related Fees Audit-related fees consist of fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements, including agreed-upon audit procedures that focus on a specific business process. For fiscal 2021, audit-related fees consisted of fees for agreed-upon procedures for our Consumer Tax business. For fiscal 2020, audit-related fees consisted of fees for due diligence in connection with potential business combinations and fees for agreed-upon procedures for our Consumer Tax business. Tax Fees Tax fees consist of fees for tax compliance, tax planning, and tax advice. For fiscal 2021, tax fees consisted of tax services for our new Credit Karma subsidiary. Intuit paid no tax fees to Ernst & Young for fiscal 2020. All Other Fees Intuit paid no other fees to Ernst & Young for fiscal 2021 or fiscal 2020. For more information about Ernst & Young, see the “Audit and Risk Committee Report.”
Audit and Risk Committee Report We, the members of the Audit and Risk Committee, assist the Board in fulfilling its responsibilities by overseeing Intuit’s accounting and financial reporting processes; the qualifications, independence and performance of Intuit’s independent registered public accounting firm; the performance of Intuit’s internal audit department; and Intuit’s internal controls. We also are responsible for selecting, evaluating and setting the compensation of Intuit’s independent registered public accounting firm. Intuit’s management is responsible for the preparation, presentation and integrity of Intuit’s financial statements, including setting accounting and financial reporting principles and designing Intuit’s system of internal control over financial reporting. The Audit and Risk Committee has selected Ernst & Young as Intuit’s independent registered public accounting firm, with responsibility for performing an independent audit of Intuit’s consolidated financial statements and for expressing opinions on the conformity of Intuit’s audited financial statements with generally accepted accounting principles and the effectiveness of Intuit’s internal control over financial reporting. The Audit and Risk Committee oversees these processes, although members of the Audit and Risk Committee are not engaged in the practice of auditing or accounting. During the fiscal year ended July 31, 2021, the Audit and Risk Committee carried out the duties and responsibilities as outlined in its charter, including the following specific actions: • Reviewed and discussed with management and the independent registered public accounting firm Intuit’s quarterly earnings announcements, consolidated financial statements, and related periodic reports filed with the SEC; • Reviewed with management its assessment of the effectiveness of Intuit’s internal control over financial reporting; • Reviewed with the independent registered public accounting firm and management the audit scope and plan; • Reviewed the internal audit plan with the internal auditor; and • Met in periodic executive sessions with each of the independent registered public accounting firm, representatives of management, and the internal auditor. We reviewed and discussed with management and representatives of Ernst & Young the audited financial statements for the fiscal year ended July 31, 2021, and Ernst & Young’s opinion on the audited financial statements and the effectiveness of Intuit’s internal control over financial reporting. Ernst & Young represented that its presentations included the matters required to be discussed with the Audit and Risk Committee by applicable requirements of the Public Company Accounting Oversight Board (PCAOB) and the SEC. The Audit and Risk Committee recognizes the importance of maintaining the independence of Intuit’s independent registered public accounting firm, both in fact and appearance. Consistent with its charter, the Audit and Risk Committee has made an evaluation and concluded that Ernst & Young is qualified and independent. In addition, we have received the written disclosures and the letter from Ernst & Young required by applicable requirements of the PCAOB regarding Ernst & Young’s communications with us concerning independence and discussed with Ernst & Young the firm’s independence. Based on the reports, discussions and review described in this report, and subject to the limitations on our role and responsibilities referred to in this report and in the committee’s charter, we recommended to the Board that the audited financial statements be included in Intuit’s Annual Report on Form 10-K for fiscal 2021. We also selected Ernst & Young as Intuit’s independent registered public accounting firm for fiscal 2022. Audit and Risk Committee Members Dennis D. Powell (Chair) Richard L. Dalzell Thomas Szkutak Raul Vazquez
Proposal No. 4 Approval of Amended and Restated 2005 Equity Incentive Plan General In October 2004, our stockholders approved the 2005 Equity Incentive Plan (the “Plan”), which we designed to reflect our commitment to having best practices in both compensation and corporate governance. When originally approved in 2004, the Plan’s term ran through December 9, 2006. In each of 2005, 2006, 2007, 2008, 2009, 2011, 2014 and 2017, our stockholders approved extensions to the term of the Plan, increases to the number of shares available under the Plan, and certain other amendments as brought before the stockholders from time to time. On October 20, 2021, our Compensation Committee approved amendments to the Plan. These amendments: (1) increase the number of shares available for issuance under the Plan, (2) extend the term of the Plan, and (3) make certain other amendments described more fully below, including removal of historical language related to Section 162(m) of the Code that no longer applies to outstanding awards granted under the Plan or any awards that may be granted in the future. While these amendments have been included in a single amendment and restatement of the Plan, the only amendments that require stockholder approval are the share increase and extension of the term of the Plan. In the discussion of this proposal, we refer to the currently existing version of the 2005 Equity Incentive Plan as the “Plan,” and we refer to the version of the 2005 Equity Incentive Plan that we are asking stockholders to approve as the “Restated 2005 Plan.” If the stockholders approve this proposal, the Restated 2005 Plan will become effective on the date of the 2022 Annual Meeting (the “Effective Date”). As discussed in further detail below in the section entitled “Material Amendments — Increase in Share Reserve,” the proposed increase includes the remaining available share reserve from the Credit Karma, Inc. 2015 Equity Incentive Plan (the “Credit Karma Plan”). Upon approval of this amendment by the stockholders, no further awards may be granted under the Credit Karma Plan. Material Amendments The material differences between the Plan and the Restated 2005 Plan are described below. For further information on the terms of the Restated 2005 Plan as proposed, we encourage you to refer to the text of the Restated 2005 Plan, a copy of which has been filed with this proxy statement as Appendix B. Increase in Share Reserve. As of the Effective Date, and subject to adjustments for changes in capitalization and the Restated 2005 Plan’s share counting provisions, a total of 37,589,256 shares would be authorized for issuance for new awards, reduced by new grants made after October 31, 2021 and before the Effective Date under the Plan or under the Credit Karma Plan (which grants are counted against the share pool at the fungible ratio described below). This reflects an increase of 18,000,000 shares to the 19,589,256 shares available for issuance under the Plan and the Credit Karma Plan, in the aggregate, as of October 31, 2021. The share reserve for the Restated 2005 Plan will be reduced by one share for every one share that is subject to an option or stock appreciation right (“SAR”) granted under the Plan or the Credit Karma Plan after October 31, 2021 and 2.3 shares for every one share that is subject to an award other than an option or SAR granted under the Plan or the Credit Karma Plan after October 31, 2021. Assuming that aggregate equity awards are granted at levels consistent with recent historical practices, then we generally expect that the share reserve under the Restated 2005 Plan should be sufficient to cover the company’s projected stock grants for a period of approximately three to four years, including annual equity grants that are expected to be made in July 2022. After the Effective Date, no awards may be granted under the Credit Karma Plan.
The following table shows certain information about the Plan and the Credit Karma Plan, including outstanding awards, as of October 31, 2021:
(1) Grants of stock-based awards other than options or SARs count against the authorization as 2.3 shares. As of the Effective Date, the authorization will be reduced by the number of shares granted under the Plan or the Credit Karma Plan after October 31, 2021 and prior to the Effective Date adjusted by the fungible ratio. After the Effective Date, no awards may be granted under the Credit Karma Plan. (2) Equals the sum of 16,303,315 shares remaining available for issuance under the Plan and 3,285,941 shares remaining available for issuance under the Credit Karma Plan, in each case as of October 31, 2021, with the Credit Karma Plan shares adjusted for the Plan’s 2.3 fungible ratio (i.e. 1,428,670 shares times 2.3 equals 3,285,941 shares). Term. Currently, the term of the Plan is set to expire on January 19, 2027. The term of the Restated 2005 Plan would expire on January 20, 2032, unless extended by stockholder approval in the future. Burn Rate and Overhang In setting and recommending to stockholders the number of additional shares to authorize under the Restated 2005 Plan, the Compensation Committee considered the historical number of equity awards granted under the Plan, and, as applicable, the Credit Karma Plan, as well as the company’s three-year average burn rate for the preceding three fiscal years as follows:
(1) Includes 809,000 RSUs and 775,000 restricted shares granted under the Credit Karma Plan to Credit Karma employees in connection with the acquisition of Credit Karma in December 2020 and excludes 1,998,000 Credit Karma awards assumed in the acquisition. In addition, the Compensation Committee took into account an additional 572,947 shares subject to restricted stock units that we granted to Mailchimp employees on November 1, 2021. These restricted stock units were granted in substitution of Mailchimp equity awards that were outstanding when we acquired the company. After November 1, 2021, no awards may be granted under any Mailchimp equity plan. An additional metric that we use to measure the cumulative dilutive impact of our equity program is fully diluted overhang (the sum of (1) the number of shares subject to equity awards outstanding, but not exercised or settled and (2) the number of shares available to be granted (in each case, with no adjustment for the fungible ratio), divided by the sum of (1) the approximate total common shares outstanding at the Record Date, (2) the number of shares subject to equity awards outstanding but not exercised or settled, and (3) the number of shares available to be granted. Our approximate overhang as of the Record Date was 9.8% as a percent of fully-diluted common shares outstanding. If the Restated 2005 Plan is approved, our approximate potential overhang (as a percent of fully-diluted common shares outstanding) as of that date would increase to 14.7% and then will decline over time. In addition to the preceding information, the following are the factors that were material to the evaluation of the Compensation Committee, with input from management and its independent compensation consultant, in determining acceptable and targeted levels of dilution: (1) competitive data from relevant peer companies; (2) the current and future accounting expense associated with Intuit’s equity award practices; (3) input from stockholders; and (4) the standards of stockholder advisory firms. Intuit’s equity programs are assessed on an ongoing basis against these (and other) measures and the Compensation Committee regularly consults with management and the independent compensation consultant.
Request for Stockholder Approval Much of our future success and growth as a company depends on our ability to attract, retain and motivate qualified, high-performing employees and our stock-based compensation program is critical to this workforce development strategy. This is especially important in areas that help accelerate our strategy to be an AI-driven expert platform to solve our customers’ biggest problems, such as full-stack and data engineering, data science, customer success and sales. Equity compensation is a very effective incentive and retention tool that encourages and rewards employee performance that aligns with stockholders’ interests. In addition, when the company makes employee compensation decisions, equity grants are rendered in their cash equivalent value so that there is full transparency regarding the costs involved. We believe that the Restated 2005 Plan is an essential platform for attracting, retaining and motivating our employees, and we request your approval of the Restated 2005 Plan. Approval of this Proposal No. 4 requires the affirmative vote of the majority of the shares of common stock entitled to vote on this proposal that are present in person or represented by proxy at the Meeting and are voted “for” or “against” the proposal. Abstentions and broker non-votes will not affect the outcome of the vote on this proposal.
Approval of the Restated 2005 Plan enables Intuit to achieve, among others, the following objectives: 1. The continued ability of Intuit to offer stock-based incentive compensation to Intuit’s eligible employees and non-employee directors. We are requesting approval of 18,000,000 additional shares for the Restated 2005 Plan, which will provide for grants for both new hires and current and future employees. 2. Furthering compensation and governance best practices. The Restated 2005 Plan includes a number of features that are widely considered to be best practices in compensation or corporate governance. The Restated 2005 Plan is administered by the Compensation Committee, which is comprised solely of directors who are “independent” based on the standards set forth by NASDAQ. The Restated 2005 Plan includes limits on awards to non-employee directors. It includes a recoupment or “clawback” provision that mandates the forfeiture of gains related to performance-based awards of any participant whose fraud or misconduct is a significant contributing factor to any restatement of financial results. All options or SARs must have an exercise price that is at least 100% of the fair market value of the common shares on the date of grant. The Restated 2005 Plan prohibits Intuit from taking any of the following actions without stockholder approval: directly or indirectly reducing the exercise price of stock options or SARs or, when the exercise price of an outstanding option or SAR is above fair market value, amending the terms of such outstanding option or SAR to provide for the cancellation and re-grant or the exchange of such outstanding option or SAR for either cash or a new award with a lower (or no) exercise price. The Restated 2005 Plan prohibits the payment of dividends or dividend equivalents on unvested awards. The Restated 2005 Plan also does not contain an evergreen feature (evergreen features provide for automatic replenishment of authorized shares available under an equity plan) and does not provide for any tax gross-ups or tax reimbursement in connection with any type of equity award that may be granted under its terms. In order to continue these best practices, we are requesting the term of the Plan be extended until January 20, 2032, resulting in the ability to continue granting awards under the Restated 2005 Plan until that date. Background on Stock Compensation at Intuit We believe that employee stock ownership has been a significant contributing factor to our financial performance. Historically, we have granted RSUs to the majority of our year-round employees, and our equity granting practices have been an important component of our overall compensation program. Recognizing that stock-based compensation is a valuable and limited resource, Intuit has actively managed its use of stock-based compensation. To that end and consistent with our general pay-for-performance compensation philosophy, only our higher performing employees receive annual equity awards. We believe that RSUs align our employees’ interests directly with those of other stockholders, as they provide greater value to employees as Intuit’s stock price increases. We believe that stock options align our employees’ interests directly with those of our other stockholders because an employee only realizes value from an option if the stock price increases after the date of the award. We also believe that stock-based compensation will be an essential component of our ability to drive our future performance. Our ability to grant stock-based compensation is critical to our ability to attract, retain and motivate the employee talent that we need to execute on our strategy. Therefore, we consider approval of the Restated 2005 Plan to be vital to Intuit’s continued success. Purpose of the Plan The Restated 2005 Plan will allow Intuit, under the direction of the Compensation Committee, to make broad-based grants of options, SARs, restricted stock awards, and RSUs to employees and non-employee directors, within the limits set forth in the Restated 2005 Plan. The purpose of these equity awards is to attract, retain and motivate employees and non-employee directors who have the skills and experience that are necessary to drive our growth, further align their interests with those of our stockholders, and continue to link employee compensation with Intuit’s financial performance.
Key Terms of the Restated 2005 Plan The following is a summary of the key provisions of the Restated 2005 Plan, as it would become effective if the stockholders approve this Proposal No. 4. This summary does not purport to be a complete description of all the provisions of the Restated 2005 Plan. A copy of the Restated 2005 Plan has been filed with this proxy statement as Appendix B, and the following description of the Restated 2005 Plan is qualified in its entirety by reference to that Appendix.
New Plan Benefits Intuit’s executive officers and directors have an interest in approval of the Restated 2005 Plan because it relates to the issuance of equity awards for which executive officers and directors may be eligible. The benefits that will be awarded or paid under the Restated 2005 Plan to executive officers cannot currently be determined. Awards granted under the Restated 2005 Plan to executive officers are within the discretion of the Compensation Committee, and the Compensation Committee has not determined future awards or who might receive them. Although not required by the Restated 2005 Plan, and subject to change at any time at the Compensation Committee’s sole discretion, Intuit’s current approved program generally provides for an annual grant for non-employee directors of RSUs covering the number of shares equal to $260,000. Each non-employee director also has the ability to elect to convert all of the director’s cash retainer(s) otherwise payable to the director during a calendar year into RSUs. Aggregate Past Grants Under the Plan The table below shows, as to each Named Executive Officer and the various indicated groups, the aggregate number of shares of Intuit common stock subject to option grants, stock grants and RSU grants under the Plan in the 16 years since the Plan’s inception in 2005 through October 31, 2021.
U.S. Federal Tax Consequences Stock option grants under the Restated 2005 Plan may be intended to qualify as incentive stock options under Section 422 of the Code or may be non-qualified stock options. Generally, no federal income tax is payable by a participant upon the grant of a stock option and no deduction is taken by the company. Intuit’s practice has been to grant non-qualified stock options. Under current tax laws, if a participant exercises a non-qualified stock option, he or she will have taxable income equal to the difference between the fair market value of the common stock on the exercise date and the stock option exercise price. Intuit will be entitled to a corresponding deduction on its income tax return. A participant will have no taxable income upon exercising an incentive stock option provided that the applicable periods for holding the resulting shares of stock are satisfied (except that alternative minimum tax may apply), and Intuit will receive no deduction when an incentive stock option is exercised. The tax treatment for a participant of a disposition of shares acquired through the exercise of an option depends on how long the shares were held and on whether the shares were acquired by exercising an incentive stock option or a non-qualified stock option. Intuit may be entitled to a deduction in the case of a disposition of shares acquired under an incentive stock option before the applicable holding periods have been satisfied. For restricted stock awards, no taxes are due when the award is initially made (unless the recipient makes a timely election under Section 83(b) of the Code), but the award becomes taxable when it is no longer subject to a “substantial risk of forfeiture” (i.e., becomes vested or transferable). Income tax is paid at ordinary rates on the value of the stock when the restrictions lapse, and then at capital gain rates when the shares are sold if the value of the stock increases after the vesting date. Similarly, for RSUs, the award generally becomes taxable when the shares vest. Income tax is paid at ordinary rates on the value of the RSUs when the restrictions lapse, and then at capital gain rates when the shares are sold if the value of the stock increases after the vesting date. A participant will have taxable income at the time a cash-based award becomes payable and, if the participant has timely elected deferral to a later date, at such later date. At these times, the participant will recognize ordinary income equal to the value of the amount then payable. The Restated 2005 Plan has been drafted with the intention of avoiding the application of taxes under Section 409A of the Code to any participant on account of the grant, vesting, or settlement of awards.
Intuit paid no other fees to Ernst & Young for fiscal 2021 or fiscal 2020. For more information about Ernst & Young, see the “Audit and Risk Committee Report.”
Committee Report During the fiscal year • Reviewed and discussed with management and the independent registered public accounting firm • Reviewed with management its assessment of • Reviewed with the independent registered public accounting firm and management • Reviewed the internal audit plan with the internal auditor; and • Met in periodic executive sessions with each of the independent registered public accounting firm, representatives of management, and the internal auditor. We reviewed and discussed with management and representatives of Ernst & Young the audited financial statements for the fiscal year ended July 31, 2021, and Ernst & Young’s opinion on the audited financial statements and the effectiveness of Intuit’s internal control over financial reporting. Ernst & Young represented that its presentations included the matters required to be discussed with the Audit and Risk Committee by applicable requirements of the Based on the reports, discussions and review described in this report, and subject to the limitations on our role and responsibilities referred to in this report and in the committee’s charter, we recommended to the Board that the audited financial statements be included in Intuit’s Annual Report on Form 10-K for fiscal Audit and
Richard L. Dalzell Thomas Szkutak Raul Vazquez
Proposal No. Approval of General In October 2004, our stockholders approved the 2005 Equity Incentive Plan (the “Plan”), which we designed to reflect our commitment to having best practices in both compensation and corporate governance. When originally approved in 2004, the Plan’s term ran through December 9, 2006. In each of On October 20, 2021, our Compensation Committee approved amendments to the Plan. These amendments: (1) increase the number of shares available for issuance under the Plan, (2) extend the term of the Plan, and (3) make certain other amendments described more fully below, including removal of historical language related to Section 162(m) of the Code that no longer applies to outstanding awards granted under the Plan or any awards that may be granted in the future. While these amendments have been included in a single amendment and restatement of the Plan, the only amendments that require stockholder approval are the share increase and extension of the term of the Plan. In the discussion of this proposal, we refer to the currently existing version of the 2005 Equity Incentive Plan as the “Plan,” and we refer to the version of the 2005 Equity Incentive Plan that we are asking stockholders to approve as the “Restated 2005 Plan.” If the stockholders approve this proposal, the Restated 2005 Plan will become effective on the date of the 2022 Annual Meeting (the “Effective Date”). As discussed in further detail below in the section entitled “Material Amendments — Increase in Share Reserve,” the proposed increase includes the remaining available share reserve from the Credit Karma, Inc. 2015 Equity Incentive Plan (the “Credit Karma Plan”). Upon approval of this amendment by the stockholders, no further awards may be granted under the Credit Karma Plan. Material Amendments The material differences between the Plan and the Restated 2005 Plan are described below. For further information on the terms of the Restated 2005 Plan as proposed, we encourage you to refer to the text of the Restated 2005 Plan, a copy of which has been filed with this proxy statement as Appendix B. Increase in Share Reserve. As of the Effective Date, and subject to adjustments for changes in capitalization and the Restated 2005 Plan’s share counting provisions, a total of 37,589,256 shares would be authorized for issuance for new awards, reduced by new grants made after October 31, 2021 and before the Effective Date under the Plan or under the Credit Karma Plan (which grants are counted against the share pool at the fungible ratio described below). This reflects an increase of 18,000,000 shares to the 19,589,256 shares available for issuance under the Plan and the Credit Karma Plan, in the aggregate, as of October 31, 2021. The share reserve for the Restated 2005 Plan will be reduced by one share for every one share that is subject to an option or stock appreciation right (“SAR”) granted under the Plan or the Credit Karma Plan after October 31, 2021 and 2.3 shares for every one share that is subject to an award other than an option or SAR granted under the Plan or the Credit Karma Plan after October 31, 2021. Assuming that aggregate equity awards are granted at levels consistent with recent historical practices, then we generally expect that the share reserve under the Restated 2005 Plan should be sufficient to cover the company’s projected stock grants for a period of approximately three to four years, including annual equity grants that are expected to be made in July 2022. After the Effective Date, no awards may be granted under the Credit Karma Plan.
The following table shows certain information about the Plan and the Credit Karma Plan, including outstanding awards, as of October 31, 2021:
(1) Grants of stock-based awards other than options or SARs count against the authorization as 2.3 shares. As of the Effective Date, the authorization will be reduced by the number of shares granted under the Plan or the Credit Karma Plan after October 31, 2021 and prior to the Effective Date adjusted by the fungible ratio. After the Effective Date, no awards may be granted under the Credit Karma Plan. (2) Equals the sum of 16,303,315 shares remaining available for issuance under the Plan and 3,285,941 shares remaining available for issuance under the Credit Karma Plan, in each case as of October 31, 2021, with the Credit Karma Plan shares adjusted for the Plan’s 2.3 fungible ratio (i.e. 1,428,670 shares times 2.3 equals 3,285,941 shares). Term. Currently, the term of the Plan is set to expire on January 19, 2027. The term of the Restated 2005 Plan would expire on January 20, 2032, unless extended by stockholder approval in the future. Burn Rate and Overhang In setting and recommending to stockholders the number of additional shares to authorize under the Restated 2005 Plan, the Compensation Committee considered the historical number of equity awards granted under the Plan, and, as applicable, the Credit Karma Plan, as well as the company’s three-year average burn rate for the preceding three fiscal years as follows:
(1) Includes 809,000 RSUs and 775,000 restricted shares granted under the Credit Karma Plan to Credit Karma employees in connection with the acquisition of Credit Karma in December 2020 and excludes 1,998,000 Credit Karma awards assumed in the acquisition. In addition, the Compensation Committee took into account an additional 572,947 shares subject to restricted stock units that we granted to Mailchimp employees on November 1, 2021. These restricted stock units were granted in substitution of Mailchimp equity awards that were outstanding when we acquired the company. After November 1, 2021, no awards may be granted under any Mailchimp equity plan. An additional metric that we use to measure the cumulative dilutive impact of our equity program is fully diluted overhang (the sum of (1) the number of shares subject to equity awards outstanding, but not exercised or settled and (2) the number of shares available to be granted (in each case, with no adjustment for the fungible ratio), divided by the sum of (1) the approximate total common shares outstanding at the Record Date, (2) the number of shares subject to equity awards outstanding but not exercised or settled, and (3) the number of shares available to be granted. Our approximate overhang as of the Record Date was 9.8% as a percent of fully-diluted common shares outstanding. If the Restated 2005 Plan is approved, our approximate potential overhang (as a percent of fully-diluted common shares outstanding) as of that date would increase to 14.7% and then will decline over time. In addition to the preceding information, the following are the factors that were material to the evaluation of the Compensation Committee, with input from management and its independent compensation consultant, in determining acceptable and targeted levels of dilution: (1) competitive data from relevant peer companies; (2) the current and future accounting expense associated with Intuit’s equity award practices; (3) input from stockholders; and (4) the standards of stockholder advisory firms. Intuit’s equity programs are assessed on an ongoing basis against these (and other) measures and the Compensation Committee regularly consults with management and the independent compensation consultant.
Request for Stockholder Approval Much of our future success and growth as a company depends on our ability to attract, retain and motivate qualified, high-performing employees and our stock-based compensation program is critical to this workforce development strategy. This is especially important in areas that help accelerate our strategy to be an AI-driven expert platform to solve our customers’ biggest problems, such as full-stack and data engineering, data science, customer success and sales. Equity compensation is a very effective incentive and retention tool that encourages and rewards employee performance that aligns with stockholders’ interests. In addition, when the company makes employee compensation decisions, equity grants are rendered in their cash equivalent value so that there is full transparency regarding the costs involved. We believe that the Restated 2005 Plan is an essential platform for attracting, retaining and motivating our employees, and we request your approval of the Restated 2005 Plan. Approval of this Proposal No. 4 requires the affirmative vote of the majority of the shares of common stock entitled to vote on this proposal that are present in person or represented by proxy at the Meeting and are voted “for” or “against” the proposal. Abstentions and broker non-votes will not affect the outcome of the vote on this proposal.
Approval of the Restated 2005 Plan enables Intuit to achieve, among others, the following objectives: 1. The continued ability of Intuit to offer stock-based incentive compensation to Intuit’s eligible employees and non-employee directors. We are requesting approval of 18,000,000 additional shares for the Restated 2005 Plan, which will provide for grants for both new hires and current and future employees. 2. Furthering compensation and governance best practices. The Restated 2005 Plan includes a number of features that are widely considered to be best practices in compensation or corporate governance. The Restated 2005 Plan is administered by the Compensation Committee, which is comprised solely of directors who are “independent” based on the standards set forth by NASDAQ. The Restated 2005 Plan includes limits on awards to non-employee directors. It includes a recoupment or “clawback” provision that mandates the forfeiture of gains related to performance-based awards of any participant whose fraud or misconduct is a significant contributing factor to any restatement of financial results. All options or SARs must have an exercise price that is at least 100% of the fair market value of the common shares on the date of grant. The Restated 2005 Plan prohibits Intuit from taking any of the following actions without stockholder approval: directly or indirectly reducing the exercise price of stock options or SARs or, when the exercise price of an outstanding option or SAR is above fair market value, amending the terms of such outstanding option or SAR to provide for the cancellation and re-grant or the exchange of such outstanding option or SAR for either cash or a new award with a lower (or no) exercise price. The Restated 2005 Plan prohibits the payment of dividends or dividend equivalents on unvested awards. The Restated 2005 Plan also does not contain an evergreen feature (evergreen features provide for automatic replenishment of authorized shares available under an equity plan) and does not provide for any tax gross-ups or tax reimbursement in connection with any type of equity award that may be granted under its terms. In order to continue these best practices, we are requesting the term of the Plan be extended until January 20, 2032, resulting in the ability to continue granting awards under the Restated 2005 Plan until that date. Background on Stock Compensation at Intuit We believe that employee stock ownership has been a significant contributing factor to our financial performance. Historically, we have granted RSUs to the majority of our year-round employees, and our equity granting practices have been an important component of our overall compensation program. Recognizing that stock-based compensation is a valuable and limited resource, Intuit has actively managed its use of stock-based compensation. To that end and consistent with our general pay-for-performance compensation philosophy, only our higher performing employees receive annual equity awards. We believe that RSUs align our employees’ interests directly with those of other stockholders, as they provide greater value to employees as Intuit’s stock price increases. We believe that stock options align our employees’ interests directly with those of our other stockholders because an employee only realizes value from an option if the stock price increases after the date of the award. We also believe that stock-based compensation will be an essential component of our ability to drive our future performance. Our ability to grant stock-based compensation is critical to our ability to attract, retain and motivate the employee talent that we need to execute on our strategy. Therefore, we consider approval of the Restated 2005 Plan to be vital to Intuit’s continued success. Purpose of the Plan The Restated 2005 Plan will allow Intuit, under the direction of the Compensation Committee, to make broad-based grants of options, SARs, restricted stock awards, and RSUs to employees and non-employee directors, within the limits set forth in the Restated 2005 Plan. The purpose of these equity awards is to attract, retain and motivate employees and non-employee directors who have the skills and experience that are necessary to drive our growth, further align their interests with those of our stockholders, and continue to link employee compensation with Intuit’s financial performance.
Key Terms of the Restated 2005 Plan The following is a summary of the key provisions of the Restated 2005 Plan, as it would become effective if the stockholders approve this Proposal No. 4. This summary does not purport to be a complete description of all the provisions of the Restated 2005 Plan. A copy of the Restated 2005 Plan has been filed with this proxy statement as Appendix B, and the following description of the Restated 2005 Plan is qualified in its entirety by reference to that Appendix.
New Plan Benefits Intuit’s executive officers and directors have an interest in approval of the Restated 2005 Plan because it relates to the issuance of equity awards for which executive officers and directors may be eligible. The benefits that will be awarded or paid under the Restated 2005 Plan to executive officers cannot currently be determined. Awards granted under the Restated 2005 Plan to executive officers are within the discretion of the Compensation Committee, and the Compensation Committee has not determined future awards or who might receive them. Although not required by the Restated 2005 Plan, and subject to change at any time at the Compensation Committee’s sole discretion, Intuit’s current approved program generally provides for an annual grant for non-employee directors of RSUs covering the number of shares equal to $260,000. Each non-employee director also has the ability to elect to convert all of the director’s cash retainer(s) otherwise payable to the director during a calendar year into RSUs. Aggregate Past Grants Under the Plan The table below shows, as to each Named Executive Officer and the various indicated groups, the aggregate number of shares of Intuit common stock subject to option grants, stock grants and RSU grants under the Plan in the 16 years since the Plan’s inception in 2005 through October 31, 2021.
U.S. Federal Tax Consequences Stock option grants under the Restated 2005 Plan may be intended to qualify as incentive stock options under Section 422 of the Code or may be non-qualified stock options. Generally, no federal income tax is payable by a participant upon the grant of a stock option and no deduction is taken by the company. Intuit’s practice has been to grant non-qualified stock options. Under current tax laws, if a participant exercises a non-qualified stock option, he or she will have taxable income equal to the difference between the fair market value of the common stock on the exercise date and the stock option exercise price. Intuit will be entitled to a corresponding deduction on its income tax return. A participant will have no taxable income upon exercising an incentive stock option provided that the applicable periods for holding the resulting shares of stock are satisfied (except that alternative minimum tax may apply), and Intuit will receive no deduction when an incentive stock option is exercised. The tax treatment for a participant of a disposition of shares acquired through the exercise of an option depends on how long the shares were held and on whether the shares were acquired by exercising an incentive stock option or a non-qualified stock option. Intuit may be entitled to a deduction in the case of a disposition of shares acquired under an incentive stock option before the applicable holding periods have been satisfied. For restricted stock awards, no taxes are due when the award is initially made (unless the recipient makes a timely election under Section 83(b) of the Code), but the award becomes taxable when it is no longer subject to a “substantial risk of forfeiture” (i.e., becomes vested or transferable). Income tax is paid at ordinary rates on the value of the stock when the restrictions lapse, and then at capital gain rates when the shares are sold if the value of the stock increases after the vesting date. Similarly, for RSUs, the award generally becomes taxable when the shares vest. Income tax is paid at ordinary rates on the value of the RSUs when the restrictions lapse, and then at capital gain rates when the shares are sold if the value of the stock increases after the vesting date. A participant will have taxable income at the time a cash-based award becomes payable and, if the participant has timely elected deferral to a later date, at such later date. At these times, the participant will recognize ordinary income equal to the value of the amount then payable. The Restated 2005 Plan has been drafted with the intention of avoiding the application of taxes under Section 409A of the Code to any participant on account of the grant, vesting, or settlement of awards.
Audit-Related Fees Audit-related fees consist of fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements, including agreed-upon audit procedures that focus on a specific business process. For fiscal 2021, audit-related fees consisted of fees for agreed-upon procedures for our Consumer Tax business. For fiscal 2020, audit-related fees consisted of fees for due diligence in connection with potential business combinations and fees for agreed-upon procedures for our Consumer Tax business. Tax Fees Tax fees consist of fees for tax compliance, tax planning, and tax advice. For fiscal new Credit Karma subsidiary. Intuit paid no tax fees to Ernst & Young for fiscal All Other Fees Intuit paid no other fees to Ernst & Young for fiscal For more information about Ernst & Young,
Audit and Risk Committee Report We, the members of the Audit and Risk Committee, assist the Board in fulfilling its responsibilities by overseeing Intuit’s accounting and financial reporting processes; the qualifications, independence and performance of Intuit’s independent registered public accounting firm; the performance of Intuit’s internal audit department; and Intuit’s internal controls. We also are responsible for selecting, evaluating and setting the compensation of Intuit’s independent registered public accounting firm. Intuit’s management is responsible for the preparation, presentation and integrity of Intuit’s financial statements, including setting accounting and financial reporting principles and designing Intuit’s system of internal control over financial reporting. The Audit and Risk Committee has selected Ernst & Young as Intuit’s independent registered public accounting firm, with responsibility for performing an independent audit of Intuit’s consolidated financial statements and for expressing opinions on the conformity of Intuit’s audited financial statements with generally accepted accounting principles and the effectiveness of Intuit’s internal control over financial reporting. The Audit and Risk Committee oversees During the fiscal year ended July 31, • Reviewed and discussed with management and the independent registered public accounting firm Intuit’s quarterly earnings announcements, consolidated financial statements, and related periodic reports filed with the SEC; • Reviewed with management its assessment of the effectiveness of Intuit’s internal control over financial reporting; • Reviewed with the independent registered public accounting firm and management the audit scope and plan; • Reviewed the internal audit plan with the internal auditor; and • Met in periodic executive sessions with each of the independent registered public accounting firm, representatives of management, and the internal auditor. We reviewed and discussed with management and representatives of Ernst & Young the audited financial statements for the fiscal year ended July 31, The Audit and Risk Committee recognizes the importance of maintaining the independence of Intuit’s independent registered public accounting firm, both in fact and appearance. Consistent with its charter, the Audit and Risk Committee has made an evaluation and concluded that Ernst & Young is qualified and independent. In addition, we have received the written disclosures and the letter from Ernst & Young required by applicable requirements of the PCAOB regarding Ernst & Young’s communications with us concerning independence and discussed with Ernst & Young the firm’s independence. Based on the reports, discussions and review described in this report, and subject to the limitations on our role and responsibilities referred to in this report and in the committee’s charter, we recommended to the Board that the audited financial statements be included in Intuit’s Annual Report on Form 10-K for fiscal Audit and Risk Committee Members Dennis D. Powell (Chair) Richard L. Dalzell Thomas Szkutak Raul Vazquez
Proposal No. 4 Approval of Amended and Restated 2005 Equity Incentive Plan General In October 2004, our stockholders approved the 2005 Equity Incentive Plan (the “Plan”), which we designed to reflect our commitment to having best practices in both compensation and corporate governance. When originally approved in 2004, the Plan’s term ran through December 9, 2006. In each of 2005, 2006, 2007, 2008, 2009, 2011, 2014 and 2017, our stockholders approved extensions to the term of the Plan, increases to the number of shares available under the Plan, and certain other amendments as brought before the stockholders from time to time. On October 20, 2021, our Compensation Committee approved amendments to the Plan. These amendments: (1) increase the number of shares available for issuance under the Plan, (2) extend the term of the Plan, and (3) make certain other amendments described more fully below, including removal of historical language related to Section 162(m) of the Code that no longer applies to outstanding awards granted under the Plan or any awards that may be granted in the future. While these amendments have been included in a single amendment and restatement of the Plan, the only amendments that require stockholder approval are the share increase and extension of the term of the Plan. In the discussion of this proposal, we refer to the currently existing version of the 2005 Equity Incentive Plan as the “Plan,” and we refer to the version of the 2005 Equity Incentive Plan that we are asking stockholders to approve as the “Restated 2005 Plan.” If the stockholders approve this proposal, the Restated 2005 Plan will become effective on the date of the 2022 Annual Meeting (the “Effective Date”). As discussed in further detail below in the section entitled “Material Amendments — Increase in Share Reserve,” the proposed increase includes the remaining available share reserve from the Credit Karma, Inc. 2015 Equity Incentive Plan (the “Credit Karma Plan”). Upon approval of this amendment by the stockholders, no further awards may be granted under the Credit Karma Plan. Material Amendments The material differences between the Plan and the Restated 2005 Plan are described below. For further information on the terms of the Restated 2005 Plan as proposed, we encourage you to refer to the text of the Restated 2005 Plan, a copy of which has been filed with this proxy statement as Appendix B. Increase in Share Reserve. As of the Effective Date, and subject to adjustments for changes in capitalization and the Restated 2005 Plan’s share counting provisions, a total of 37,589,256 shares would be authorized for issuance for new awards, reduced by new grants made after October 31, 2021 and before the Effective Date under the Plan or under the Credit Karma Plan (which grants are counted against the share pool at the fungible ratio described below). This reflects an increase of 18,000,000 shares to the 19,589,256 shares available for issuance under the Plan and the Credit Karma Plan, in the aggregate, as of October 31, 2021. The share reserve for the Restated 2005 Plan will be reduced by one share for every one share that is subject to an option or stock appreciation right (“SAR”) granted under the Plan or the Credit Karma Plan after October 31, 2021 and 2.3 shares for every one share that is subject to an award other than an option or SAR granted under the Plan or the Credit Karma Plan after October 31, 2021. Assuming that aggregate equity awards are granted at levels consistent with recent historical practices, then we generally expect that the share reserve under the Restated 2005 Plan should be sufficient to cover the company’s projected stock grants for a period of approximately three to four years, including annual equity grants that are expected to be made in July 2022. After the Effective Date, no awards may be granted under the Credit Karma Plan.
The following table shows certain information about the Plan and the Credit Karma Plan, including outstanding awards, as of October 31, 2021:
(1) Grants of stock-based awards other than options or SARs count against the authorization as 2.3 shares. As of the Effective Date, the authorization will be reduced by the number of shares granted under the Plan or the Credit Karma Plan after October 31, 2021 and prior to the Effective Date adjusted by the fungible ratio. After the Effective Date, no awards may be granted under the Credit Karma Plan. (2) Equals the sum of 16,303,315 shares remaining available for issuance under the Plan and 3,285,941 shares remaining available for issuance under the Credit Karma Plan, in each case as of October 31, 2021, with the Credit Karma Plan shares adjusted for the Plan’s 2.3 fungible ratio (i.e. 1,428,670 shares times 2.3 equals 3,285,941 shares). Term. Currently, the term of the Plan is set to expire on January 19, 2027. The term of the Restated 2005 Plan would expire on January 20, 2032, unless extended by stockholder approval in the future. Burn Rate and Overhang In setting and recommending to stockholders the number of additional shares to authorize under the Restated 2005 Plan, the Compensation Committee considered the historical number of equity awards granted under the Plan, and, as applicable, the Credit Karma Plan, as well as the company’s three-year average burn rate for the preceding three fiscal years as follows:
(1) Includes 809,000 RSUs and 775,000 restricted shares granted under the Credit Karma Plan to Credit Karma employees in connection with the acquisition of Credit Karma in December 2020 and excludes 1,998,000 Credit Karma awards assumed in the acquisition. In addition, the Compensation Committee took into account an additional 572,947 shares subject to restricted stock units that we granted to Mailchimp employees on November 1, 2021. These restricted stock units were granted in substitution of Mailchimp equity awards that were outstanding when we acquired the company. After November 1, 2021, no awards may be granted under any Mailchimp equity plan. An additional metric that we use to measure the cumulative dilutive impact of our equity program is fully diluted overhang (the sum of (1) the number of shares subject to equity awards outstanding, but not exercised or settled and (2) the number of shares available to be granted (in each case, with no adjustment for the fungible ratio), divided by the sum of (1) the approximate total common shares outstanding at the Record Date, (2) the number of shares subject to equity awards outstanding but not exercised or settled, and (3) the number of shares available to be granted. Our approximate overhang as of the Record Date was 9.8% as a percent of fully-diluted common shares outstanding. If the Restated 2005 Plan is approved, our approximate potential overhang (as a percent of fully-diluted common shares outstanding) as of that date would increase to 14.7% and then will decline over time. In addition to the preceding information, the following are the factors that were material to the evaluation of the Compensation Committee, with input from management and its independent compensation consultant, in determining acceptable and targeted levels of dilution: (1) competitive data from relevant peer companies; (2) the current and future accounting expense associated with Intuit’s equity award practices; (3) input from stockholders; and (4) the standards of stockholder advisory firms. Intuit’s equity programs are assessed on an ongoing basis against these (and other) measures and the Compensation Committee regularly consults with management and the independent compensation consultant.
Request for Stockholder Approval Much of our future success and growth as a company depends on our ability to attract, retain and motivate qualified, high-performing employees and our stock-based compensation program is critical to this workforce development strategy. This is especially important in areas that help accelerate our strategy to be an AI-driven expert platform to solve our customers’ biggest problems, such as full-stack and data engineering, data science, customer success and sales. Equity compensation is a very effective incentive and retention tool that encourages and rewards employee performance that aligns with stockholders’ interests. In addition, when the company makes employee compensation decisions, equity grants are rendered in their cash equivalent value so that there is full transparency regarding the costs involved. We believe that the Restated 2005 Plan is an essential platform for attracting, retaining and motivating our employees, and we request your approval of the Restated 2005 Plan. Approval of this Proposal No. 4 requires the affirmative vote of the majority of the shares of common stock entitled to vote on this proposal that are present in person or represented by proxy at the Meeting and are voted “for” or “against” the proposal. Abstentions and broker non-votes will not affect the outcome of the vote on this proposal.
Approval of the Restated 2005 Plan enables Intuit to achieve, among others, the following objectives: 1. The continued ability of Intuit to offer stock-based incentive compensation to Intuit’s eligible employees and non-employee directors. We are requesting approval of 18,000,000 additional shares for the Restated 2005 Plan, which will provide for grants for both new hires and current and future employees. 2. Furthering compensation and governance best practices. The Restated 2005 Plan includes a number of features that are widely considered to be best practices in compensation or corporate governance. The Restated 2005 Plan is administered by the Compensation Committee, which is comprised solely of directors who are “independent” based on the standards set forth by NASDAQ. The Restated 2005 Plan includes limits on awards to non-employee directors. It includes a recoupment or “clawback” provision that mandates the forfeiture of gains related to performance-based awards of any participant whose fraud or misconduct is a significant contributing factor to any restatement of financial results. All options or SARs must have an exercise price that is at least 100% of the fair market value of the common shares on the date of grant. The Restated 2005 Plan prohibits Intuit from taking any of the following actions without stockholder approval: directly or indirectly reducing the exercise price of stock options or SARs or, when the exercise price of an outstanding option or SAR is above fair market value, amending the terms of such outstanding option or SAR to provide for the cancellation and re-grant or the exchange of such outstanding option or SAR for either cash or a new award with a lower (or no) exercise price. The Restated 2005 Plan prohibits the payment of dividends or dividend equivalents on unvested awards. The Restated 2005 Plan also does not contain an evergreen feature (evergreen features provide for automatic replenishment of authorized shares available under an equity plan) and does not provide for any tax gross-ups or tax reimbursement in connection with any type of equity award that may be granted under its terms. In order to continue these best practices, we are requesting the term of the Plan be extended until January 20, 2032, resulting in the ability to continue granting awards under the Restated 2005 Plan until that date. Background on Stock Compensation at Intuit We believe that employee stock ownership has been a significant contributing factor to our financial performance. Historically, we have granted RSUs to the majority of our year-round employees, and our equity granting practices have been an important component of our overall compensation program. Recognizing that stock-based compensation is a valuable and limited resource, Intuit has actively managed its use of stock-based compensation. To that end and consistent with our general pay-for-performance compensation philosophy, only our higher performing employees receive annual equity awards. We believe that RSUs align our employees’ interests directly with those of other stockholders, as they provide greater value to employees as Intuit’s stock price increases. We believe that stock options align our employees’ interests directly with those of our other stockholders because an employee only realizes value from an option if the stock price increases after the date of the award. We also believe that stock-based compensation will be an essential component of our ability to drive our future performance. Our ability to grant stock-based compensation is critical to our ability to attract, retain and motivate the employee talent that we need to execute on our strategy. Therefore, we consider approval of the Restated 2005 Plan to be vital to Intuit’s continued success. Purpose of the Plan The Restated 2005 Plan will allow Intuit, under the direction of the Compensation Committee, to make broad-based grants of options, SARs, restricted stock awards, and RSUs to employees and non-employee directors, within the limits set forth in the Restated 2005 Plan. The purpose of these equity awards is to attract, retain and motivate employees and non-employee directors who have the skills and experience that are necessary to drive our growth, further align their interests with those of our stockholders, and continue to link employee compensation with Intuit’s financial performance.
Key Terms of the Restated 2005 Plan The following is a summary of the key provisions of the Restated 2005 Plan, as it would become effective if the stockholders approve this Proposal No. 4. This summary does not purport to be a complete description of all the provisions of the Restated 2005 Plan. A copy of the Restated 2005 Plan has been filed with this proxy statement as Appendix B, and the following description of the Restated 2005 Plan is qualified in its entirety by reference to that Appendix.
New Plan Benefits Intuit’s executive officers and directors have an interest in approval of the Restated 2005 Plan because it relates to the issuance of equity awards for which executive officers and directors may be eligible. The benefits that will be awarded or paid under the Restated 2005 Plan to executive officers cannot currently be determined. Awards granted under the Restated 2005 Plan to executive officers are within the discretion of the Compensation Committee, and the Compensation Committee has not determined future awards or who might receive them. Although not required by the Restated 2005 Plan, and subject to change at any time at the Compensation Committee’s sole discretion, Intuit’s current approved program generally provides for an annual grant for non-employee directors of RSUs covering the number of shares equal to $260,000. Each non-employee director also has the ability to elect to convert all of the director’s cash retainer(s) otherwise payable to the director during a calendar year into RSUs. Aggregate Past Grants Under the Plan The table below shows, as to each Named Executive Officer and the various indicated groups, the aggregate number of shares of Intuit common stock subject to option grants, stock grants and RSU grants under the Plan in the 16 years since the Plan’s inception in 2005 through October 31, 2021.
U.S. Federal Tax Consequences Stock option grants under the Restated 2005 Plan may be intended to qualify as incentive stock options under Section 422 of the Code or may be non-qualified stock options. Generally, no federal income tax is payable by a participant upon the grant of a stock option and no deduction is taken by the company. Intuit’s practice has been to grant non-qualified stock options. Under current tax laws, if a participant exercises a non-qualified stock option, he or she will have taxable income equal to the difference between the fair market value of the common stock on the exercise date and the stock option exercise price. Intuit will be entitled to a corresponding deduction on its income tax return. A participant will have no taxable income upon exercising an incentive stock option provided that the applicable periods for holding the resulting shares of stock are satisfied (except that alternative minimum tax may apply), and Intuit will receive no deduction when an incentive stock option is exercised. The tax treatment for a participant of a disposition of shares acquired through the exercise of an option depends on how long the shares were held and on whether the shares were acquired by exercising an incentive stock option or a non-qualified stock option. Intuit may be entitled to a deduction in the case of a disposition of shares acquired under an incentive stock option before the applicable holding periods have been satisfied. For restricted stock awards, no taxes are due when the award is initially made (unless the recipient makes a timely election under Section 83(b) of the Code), but the award becomes taxable when it is no longer subject to a “substantial risk of forfeiture” (i.e., becomes vested or transferable). Income tax is paid at ordinary rates on the value of the stock when the restrictions lapse, and then at capital gain rates when the shares are sold if the value of the stock increases after the vesting date. Similarly, for RSUs, the award generally becomes taxable when the shares vest. Income tax is paid at ordinary rates on the value of the RSUs when the restrictions lapse, and then at capital gain rates when the shares are sold if the value of the stock increases after the vesting date. A participant will have taxable income at the time a cash-based award becomes payable and, if the participant has timely elected deferral to a later date, at such later date. At these times, the participant will recognize ordinary income equal to the value of the amount then payable. The Restated 2005 Plan has been drafted with the intention of avoiding the application of taxes under Section 409A of the Code to any participant on account of the grant, vesting, or settlement of awards.
Equity Compensation Plan Information The following table contains information about securities authorized for issuance under all of Intuit’s equity compensation plans as of July 31, 2021.
(1) RSUs have been excluded for purposes of computing weighted average exercise prices. (2) Represents 2.181 million shares issuable upon exercise of options and 5.757 million shares issuable upon vesting of RSU awards, which are settled for shares of Intuit common stock on a one-for-one basis. (3) Represents 0.023 million shares issuable upon exercise of options and 3.282 million shares issuable upon vesting of RSU awards that were assumed or granted in connection with corporate acquisitions. (4) Represents 2.204 million shares issuable upon exercise of options and 9.038 million shares issuable upon vesting of RSU awards. (5) Represents 15.431 million shares available for issuance under our 2005 Equity Incentive Plan and 1.051 million shares available for issuance under our Employee Stock Purchase Plan. For a description of the material terms of the 2005 Equity Incentive Plan and the Employee Stock Purchase Plan, see footnote 11 to the financial statements filed with our Form 10-K for fiscal 2021. (6) Represents shares available for issuance under the Credit Karma 2015 Equity Incentive Plan. For a description of the material terms of this plan, see footnote 11 to the financial statements filed with our Form 10-K for fiscal 2021.
Stock Ownership Information Security Ownership Table Unless otherwise indicated below, the following table shows shares of Intuit common stock that we believe are owned as of October 31, • Each • Each director and • All current directors and executive officers as a • Each stockholder beneficially owning more than 5% of our common Unless indicated in the notes, each stockholder has sole voting and investment power for all shares shown, subject to community property laws that may apply to create shared voting and investment power. Except where a different address appears in the footnotes, the address of each beneficial owner is c/o Intuit Inc., P.O. Box 7850, Mountain View, California 94039-7850. We calculated the “Percent of Class” based on
* Indicates ownership of 1% or less. (1) Represents (2) Includes (3) Includes (4) Includes (5) Includes (6) Includes (7) Includes (8) Represents (9) Represents (10) (11) Represents 194 shares issuable upon settlement of vested restricted stock units by Ms. Mawakana. (12) Includes Includes Represents Includes Includes Ownership information for BlackRock, Inc. (“BlackRock”) is based on a Schedule 13G/A filed with the SEC on Ownership information for T. Rowe Price Associates, Inc. (“Price Associates”) is based on a Schedule 13G/A filed with the SEC on February Ownership information for The Vanguard Group (“Vanguard”) is based on a Schedule 13G/A filed with the SEC on February
Information About the Meeting, Voting and Proxies Date, Time and Place of Meeting We are holding the Meeting on Thursday, January There will not be a physical location for the Meeting, and you will not be able to attend in person. We have adopted a virtual meeting format again this year to protect our stockholders and employees in light of the continuing public health and safety considerations posed by the COVID-19 pandemic. In structuring our virtual Meeting, our goal is to enhance If you wish to submit a question during the Meeting, you must log into www.virtualshareholdermeeting.com/ If you lost your control number or are not a stockholder, you will be able to attend the Meeting by visiting www.virtualshareholdermeeting.com/ We will have technicians ready to assist you with any technical We have first released this proxy statement to Intuit stockholders beginning on November
Internet Availability of Proxy Materials We are pleased to furnish proxy materials to our stockholders on the Internet, rather than mailing individual printed copies of those materials. If you received a Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”) by mail, you will not receive a printed copy of the proxy materials unless you request one. Instead, the Notice of Internet Availability will explain how you may access and review the proxy materials and cast your vote online. We encourage stockholders to take advantage of the availability of the proxy materials on the Internet to help reduce the environmental impact of the Meeting. The Notice of Internet Availability contains instructions for requesting printed copies of our proxy materials. Record Date, Outstanding Shares and Quorum Only holders of record of Intuit common stock at the close of business on November other proposals. On the Record Date, we had approximately If by the date of the Meeting we do not receive proxies representing sufficient shares to constitute a quorum or to approve one or more of the proposals, the Chair of the Meeting, or the individuals named as proxies, may propose one or more adjournments of the Meeting to permit further solicitation of proxies. The individuals named as proxies would typically exercise their authority to vote in favor of adjournment. For 10 days prior to the Meeting, a list of registered stockholders eligible to vote at the Meeting will be available for review. If you would like to view the stockholder list, How to Know if You’re a Stockholder of Record or a Beneficial Owner of Shares Held in Street Name Stockholder of record (also known as a record holder). If your shares are registered directly in your name with Intuit’s transfer agent, American Stock Transfer & Trust Company, you are considered the stockholder of record with respect to those shares, and the Notice of Internet Availability was sent directly to you by Intuit. If you request printed copies of the proxy materials by mail, you also will receive a proxy card. Beneficial owner of shares held in street name. If your shares are held on your behalf by a broker, bank or other nominee, then you are the beneficial owner of shares held in “street name.”
Required Vote The table below shows the voting options, voting requirement, and effect of abstentions and broker non-votes for each proposal to be presented at the Meeting.
(1) If you hold your shares in street name and do not provide voting instructions to the broker, bank or other nominee that holds your shares, the nominee will not have discretionary authority to vote on Proposal No. 1, 2 or Voting and Revoking Proxies The Board is soliciting proxies to vote your shares at the Meeting. Please act as soon as possible to vote your shares, even if you plan to attend the Meeting virtually. All stockholders of record have three options for submitting their vote prior to the Meeting: • online before the • by phone (your Notice of Internet Availability explains how to access your proxy card, which contains instructions on how to vote by telephone); or • by requesting, completing and mailing in a paper proxy card, as outlined in the Notice of Internet Availability. We encourage you to vote via the Internet. If your shares are held on your behalf by a broker, bank or other nominee, you may vote If you are a stockholder of record and you sign and return your proxy card but do not give any instructions on how you would like to vote your shares, your shares will be voted in favor of the election of each of the director nominees listed in Proposal 1 and in favor of Proposals 2, 3 and
Whether you submit your proxy online, by phone or by mail, you may revoke it at any time before voting takes place at the Meeting. If you are the record holder of your shares and you wish to revoke your proxy, you must deliver instructions to: Kerry J. McLean, Corporate Secretary, at Intuit Inc., P.O. Box 7850, Mail Stop 2700, Mountain View, California 94039-7850. You also may revoke a proxy by submitting a later-dated vote, whether electronically at the virtual Meeting or before it, via the Internet, by phone or by mail. If a broker, bank or other nominee is the record holder of your shares and you wish to revoke your proxy, you must contact the record holder of your shares directly or participate in the Meeting and electronically vote your shares during the Meeting. Soliciting Proxies Intuit will pay all expenses of soliciting proxies to be voted at the Meeting. After the proxies are initially distributed, Intuit or its agents also may solicit proxies by mail, electronic mail, telephone or in person. We have hired a proxy solicitation firm, Innisfree M&A Incorporated, to assist us in soliciting proxies. We will pay Innisfree a fee of $10,000 plus their expenses, which we estimate will be approximately Voting Results We intend to announce the preliminary voting results at the Meeting. The final voting results will be tallied by our Inspector of Elections and published in a Current Report on Form 8-K that we expect to file within four business days of the Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the Meeting, we intend to file a Form 8-K to disclose preliminary voting results and then, within four business days after the final results are known, file an additional Form 8-K to disclose the final voting results. Annual Report on Form 10-K and Additional Materials The Notice of You can obtain a paper copy of our Annual Report on Form 10-K (excluding exhibits) for the fiscal year ended July 31, Delivery of Voting Materials to Stockholders Sharing an Address To reduce the expense of delivering duplicate materials to stockholders sharing the same address, we have adopted a procedure approved by the Securities and Exchange Commission called “householding.” Under this procedure, certain stockholders of record who have the same address and last name and do not participate in electronic delivery of proxy materials will receive only one copy of the Notice of Internet Availability, Annual Report on Form 10-K and proxy materials, as applicable, until such time as one or more of these stockholders notifies us that they wish to receive individual copies. Householding reduces duplicate mailings and saves printing costs and postage fees, as well as natural resources. If your shares are held in street name, your broker, bank or other nominee similarly may deliver only one copy of the Notice of Internet Availability, Annual Report on Form 10-K and proxy materials, as applicable, to multiple stockholders who share an address. If you received a “householded” mailing this year, and you would like to have additional copies of our Notice of Internet Availability, Annual Report on Form 10-K, and proxy materials, as applicable, mailed to you, please submit your request to Investor Relations at investor_relations@intuit.com or Intuit Inc., P.O. Box 7850, Mail Stop 2700, Mountain View, California, 94039-7850, and we will deliver these materials to you promptly. You may also contact us at this email address if you received multiple copies of the proxy materials and would prefer to receive a single copy in the future. If you would like to opt out of “householding” for future mailings, send a written request to Investor Relations at the above address. Shelter-in-place guidance due to the COVID-19 pandemic has resulted in the temporary closure of Intuit’s offices. Therefore, we suggest that any communications be made via email.
Stockholder Proposals and Nominations for the Any stockholder who intends to present a proposal for inclusion in Intuit’s Any stockholder who wishes to put a proposal or a Board nomination before the Our bylaws provide that, under certain circumstances, stockholders may include director candidates that they have nominated in our proxy statement. These proxy access provisions permit a stockholder, or a group of up to 20 stockholders, who have owned 3% or more of Intuit’s outstanding shares continuously for at least three years to submit director nominees (for the greater of two directors or up to 20% of our Board) for inclusion in our proxy materials, as long as the stockholder(s) provide timely written notice of such nomination and the stockholder(s) and nominee(s) satisfy the requirements specified in our bylaws. Notice of director nominees must include the information required under our bylaws and must be received by our Corporate Secretary at our principal executive offices between the close of business on July Our stockholders can find our bylaws on our website at http://investors.intuit.com/corporate-governance/conduct-and-guidelines/default.aspx or on file with the SEC. The chair of the Meeting may refuse to acknowledge or introduce any stockholder proposal or nomination if notice thereof is not received within the applicable deadlines or does not comply with the bylaws. If a stockholder fails to meet these deadlines or fails to satisfy the requirements of SEC Rule 14a-4, as applicable (or, in some cases, even if the stockholder meets these deadlines and requirements), the individuals named as proxies will be allowed to use their discretionary voting authority to vote on any such proposal or nomination as they determine appropriate if and when the matter is raised at the Meeting.
Appendix A Supplemental Information for the Proxy Summary and Compensation Discussion and Analysis in the Proxy Statement for the The Proxy Summary and the Compensation Discussion and Analysis (“CD&A”) of the proxy statement contain About Non-GAAP Financial Measures Non-GAAP financial measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. These non-GAAP financial measures do not reflect a comprehensive system of accounting, differ from GAAP measures with the same names, and may differ from non-GAAP financial measures with the same or similar names that are used by other companies. We compute non-GAAP financial measures using the same consistent method from quarter to quarter and year to year. We may consider whether other significant items that arise in the future should be excluded from our non-GAAP financial measures. We exclude the following items from all of our non-GAAP financial measures: • Share-based compensation expense • Amortization of acquired technology • Amortization of other acquired intangible assets • Goodwill and intangible asset impairment charges • Gains and losses on disposals of businesses and long-lived assets • Professional fees for business combinations We also exclude the following items from non-GAAP net income and non-GAAP diluted net income per share: • Gains and losses on debt and equity securities and other investments • Income tax effects and adjustments • Discontinued operations We believe that these non-GAAP financial measures provide meaningful supplemental information regarding Intuit’s operating results primarily because they exclude amounts that we do not consider part of ongoing operating results when planning and forecasting and when assessing the performance of the organization, our individual operating segments or our senior management. We believe our non-GAAP financial measures also facilitate the comparison by management and investors of results for current periods and guidance for future periods with results for past periods. The following are descriptions of the items we exclude from our non-GAAP financial measures. Share-based compensation expenses. These consist of non-cash expenses for stock options, restricted stock units and our Employee Stock Purchase Plan. When considering the impact of equity awards, we place greater emphasis on overall stockholder dilution rather than the accounting charges associated with those awards. Amortization of acquired technology and amortization of other acquired intangible assets. When we acquire a business in a business combination, we are required by GAAP to record the fair values of the intangible assets of the entity and amortize them over their useful lives. Amortization of acquired technology in cost of revenue includes amortization of software and other technology assets of acquired entities. Amortization of other acquired intangible assets in operating expenses includes amortization of assets such as customer lists, covenants not to compete, and trade names. Goodwill and intangible asset impairment
Gains and losses on disposals of businesses and long-lived assets. We exclude from our non-GAAP financial measures gains and losses on disposals of businesses and long-lived assets because they are unrelated to our ongoing business operating results. Professional fees for business combinations. We exclude from our non-GAAP financial measures the professional fees we incur to complete business combinations. These include investment banking, legal and accounting fees. Gains and losses on debt and equity securities and other investments. We exclude from our non-GAAP financial measures gains and losses that we record when we sell or impair available-for-sale debt and equity securities and other investments. Income tax effects and adjustments. We use a long-term non-GAAP tax rate for evaluating operating results and for planning, forecasting, and analyzing future periods. This long-term non-GAAP tax rate excludes the income tax effects of the non-GAAP pre-tax adjustments described above, and eliminates the effects of non-recurring and Operating results and gains and losses on the sale of discontinued operations. From time to time, we sell or otherwise dispose of selected operations as we adjust our portfolio of businesses to meet our strategic goals. In accordance with GAAP, we segregate the operating results of discontinued operations as well as gains and losses on the sale of these discontinued operations from continuing operations on our GAAP statements of operations, but continue to include them in GAAP net income or loss and GAAP net income or loss per share. We exclude these amounts from our non-GAAP financial measures.
INTUIT INC. RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO MOST DIRECTLY COMPARABLE GAAP FINANCIAL MEASURES
(1) Adjusted revenue and adjusted non-GAAP operating income were used in the FY21 IPI bonus calculations. See “Compensation Discussion and Analysis — Components of Compensation — Annual Cash Bonuses” for more information.
Appendix B INTUIT INC. Amended and Restated 2005 Equity Incentive Plan 1. PURPOSE. The purpose of the Amended and Restated 2005 Equity Incentive Plan (the “Plan”) is to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company and its Subsidiaries by offering them an opportunity to participate in the Company’s future performance through awards of Options, Stock Appreciation Rights (“SARs”), Restricted Stock Awards, Restricted Stock Units (“RSUs”) and Cash-Based Awards. Capitalized terms not defined in the text are defined in Section 30. 2. SHARES SUBJECT TO THE PLAN. 2.1 Number of Shares Available. (a) Number of Shares. Subject to adjustment as provided in Section 2.2 and the share counting provisions below in Sections 2.1(b)-(c) inclusive, the Shares available for the grant of new Awards under the Plan as of the Effective Date shall not exceed 37,589,256 Shares determined as follows: (i) The sum of (A) an additional 18,000,000 Shares; (B) 16,303,315 Shares that remain available for new grants under the Plan, as of October 31, 2021; and (C) 3,285,941 Shares that remain available for new grants under the Credit Karma Plan, as of October 31, 2021; minus (ii) The sum of (A) one (1) Share for every one (1) Share that was subject to an Option or Stock Appreciation Right granted under the Plan or an option or stock appreciation right granted under the Credit Karma Plan, in each case after October 31, 2021 and prior to the Effective Date; plus (B) 2.3 Shares for every one (1) Share that was subject to an award other than an Option or Stock Appreciation Right granted under the Plan or an award other than an option or stock appreciation right granted under the Credit Karma Plan, in each case, after October 31, 2021 and prior to the Effective Date. Any Shares that are subject to Options or SARs granted on or after the Effective Date shall be counted against this limit as one (1) Share for every one (1) Share granted, and any Shares that are subject to Awards other than Options or Stock Appreciation Rights granted on or after the Effective Date shall be counted against this limit as 2.3 Shares for every one (1) Share granted. On and after the Effective Date, no awards may be granted under the Credit Karma Plan. (b) If any Shares subject to an Award are forfeited, an Award expires or an Award is settled for cash (in whole or in part), then in each such case the Shares subject to such Award shall, to the extent of such forfeiture, expiration or cash settlement, be added to the Shares available for Awards under the Plan, in accordance with Section 2.1(c) below. In the event that withholding tax liabilities from an Award granted on or after July 21, 2016 other than an Option or Stock Appreciation Right are satisfied by the tendering of Shares (either actually or by attestation) or by the withholding of Shares by the Company, the Shares so tendered or withheld shall be added to the Shares available for Awards under the Plan in accordance with Section 2.1(c) below. Notwithstanding anything to the contrary contained herein, the following Shares shall not be added to the Shares authorized for grant under paragraph (a) of this Section: (i) Shares tendered by the Participant or withheld by the Company in payment of the purchase price of an Option, (ii) Shares tendered by the Participant or withheld by the Company to satisfy any tax withholding obligation with respect to Options or SARs, (iii) Shares subject to a SAR that are not issued in connection with its stock settlement on exercise thereof, and (iv) Shares reacquired by the Company on the open market or otherwise using cash proceeds from the exercise of Options. For purposes of applying the share counting rules of this Section 2.1(b), after October 31, 2021, the same rules shall apply with respect to awards granted under the Credit Karma Plan. (c) Any Shares that again become available for Awards under the Plan pursuant to this Section 2.1 shall be added as (i) one (1) Share for every one (1) Share subject to Options or SARs (or, after October 31, 2021, an option or stock appreciation right granted under the Credit Karma Plan), and (ii) as 2.3 Shares for every one (1) Share subject to Awards other than Options or SARs (or, after October 31, 2021, an award other than an option or stock appreciation right granted under the Credit Karma Plan). (d) The Company may issue Shares that are authorized but unissued Shares or treasury Shares, including Shares repurchased by the Company, whether directly from a Participant pursuant to the terms of Awards granted under the Plan or on the open market. (e) At all times the Company will reserve and keep available a sufficient number of Shares to satisfy the requirements of all outstanding Awards granted under the Plan. 2.2 Adjustment of Shares. If the outstanding Shares are affected by a merger, consolidation, reorganization, liquidation, stock dividend, recapitalization, stock split, reverse stock split, subdivision, combination, reclassification, split-up, spin-off, share combination, share exchange, extraordinary dividend or distribution of cash (other than a normal cash dividend), property and/or securities, or other change in the capital structure of the Company, an adjustment shall be made in (a) the number of Shares (or other securities or property) reserved for issuance under the Plan and the limits that are set forth in Section 2.3; (b) the Exercise Prices
of and number of Shares (or other securities or property) subject to outstanding Options and SARs; (c) the number of Shares (or other securities or property) subject to other outstanding Awards, and (d) any performance conditions relating to Awards granted under the Plan, as shall be determined to be appropriate and equitable by the Committee, exercising its authority under Section 4 of the Plan, for the purpose of preventing the dilution or enlargement of rights and privileges under the terms of the Plan or any outstanding Award. Notwithstanding the foregoing, fractions of a Share (or other security) will not be issued but will either be replaced by a cash payment equal to the Fair Market Value of such fraction of a Share (or other security) or will be rounded to a whole Share (or other security), as determined by the Committee and as permitted under Section 424(a) of the Code. 2.3 Individual Award Limits and ISO Limit. The aggregate number of Shares subject to Awards granted under this Plan in any fiscal year to any one Participant shall not exceed 2,000,000 Shares, other than new employees of the Company or of any Subsidiary, who are eligible to receive up to a maximum of 3,000,000 Shares issuable under Awards granted in the calendar year in which they commence their employment. The aggregate number of Shares that may be issued pursuant to the exercise of ISOs under this Plan shall not exceed 156,110,386 Shares. The maximum cash amount payable pursuant to all Cash-Based Awards granted in any calendar year to any Participant under this Plan shall not exceed five million dollars ($5,000,000). 2.4 Director Limits. Notwithstanding any other provision of the Plan to the contrary, the aggregate grant date fair value (computed as of the date of grant in accordance with applicable financial accounting rules) of all Awards granted to any Non-Employee Director during any single calendar year (not including Awards granted in lieu of retainers or other cash payments for service as a Non-Employee Director), shall not exceed $625,000, with such limit to be increased an additional $250,000 for any Lead Non-Employee Director or Non-Employee Director who is Chairman of the Board. 2.5 Assumed or Substituted Awards of Acquired Companies. In the event that the Company acquires or combines with another company and grants Awards under the Plan in assumption or substitution of outstanding equity awards of such company, the number of Shares authorized for issuance under this Plan shall be increased to the extent necessary to satisfy such assumed or substituted awards (based on the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of the equity securities of the acquired company, and in a manner consistent with Section 424(a) of the Code), and the issuance of Shares pursuant to such assumed or substituted awards shall not reduce the Shares otherwise authorized for issuance under the Plan (or be eligible to be added back to the Shares authorized for issuance under the Plan pursuant to Sections 2.1(b) or 2.1(c)). 2.6 Dividends and Dividend Equivalent Rights. To the extent that the Company declares dividends payable with respect to the Shares subject to an Award, the following provisions shall apply: (a) Dividends may only become payable with respect to Shares subject to Restricted Stock Awards. (b) Dividend equivalent rights shall not be granted alone or in connection with any Award under the Plan other than an Award of Restricted Stock Units. (c) Any dividends issuable with respect to Shares subject to a Restricted Stock Award or dividend equivalent rights granted under the terms of an RSU shall be subject to the same restrictions and risk of forfeiture as the underlying Shares subject to the Award and shall become payable no earlier than the time that the underlying Shares subject to the Award are no longer subject to such restrictions or risk of forfeiture. 3. ELIGIBILITY. ISOs may be granted only to employees (including officers and directors who are also employees) of the Company or of a Subsidiary. All other Awards may be granted to employees (including officers and directors who are also employees) or other individuals who are Non-Employee Directors, consultants or advisors of the Company or any Subsidiary; provided that such consultants or advisors render bona fide services not in connection with the offer and sale of securities in a capital-raising transaction and do not directly or indirectly promote or maintain a market for the Company’s securities. The Committee (or its designee under Section 4.1(c)) will from time to time determine and designate among the eligible persons who will be granted one or more Awards under the Plan. A person may be granted more than one Award under the Plan. 4. ADMINISTRATION. 4.1 (a) construe and interpret the Plan, any Award Agreement and any other agreement or document executed pursuant to the Plan or relating to the administration or operation of the Plan; (b) prescribe, amend and rescind rules and regulations relating to the Plan or any Award, including determining forms and agreements used in connection with the Plan; provided that the Committee may delegate to one or more officers of the Company, including the Chief Executive Officer, the Chief Financial Officer or the officer in charge of Human Resources, the authority to approve revisions to the forms and agreements used in connection with the Plan that are designed to facilitate Plan administration both domestically and abroad, and that are not inconsistent with the Plan or with any resolutions of the Committee relating to the Plan;
(c) select persons to receive Awards; provided that the Committee may delegate to one or more individuals who would be considered “officers” under Section 157(c) of the General Corporation Law of the State of Delaware the authority to grant an Award under the Plan to Participants who are not Insiders within such limit of the total number of Awards which may be granted by such officers established by resolution of the Committee; (d) determine the terms of Awards; (e) determine the number of Shares or other consideration subject to Awards; (f) determine whether Awards will be granted singly, in combination, or in tandem with, in replacement of, or as alternatives to, other Awards under the Plan or any other incentive or compensation plan of the Company or any Subsidiary; (g) grant waivers of Plan or Award conditions, including, without limitation, the waiver of the termination provisions applicable to Options under Section 5.6(b)); (h) determine the vesting, exercisability, transferability, and payment of Awards, including the authority to accelerate the vesting of Awards; (i) correct any defect, supply any omission, or reconcile any inconsistency in the Plan, any Award or any Award Agreement; (j) determine whether an Award has been earned; (k) establish subplans for the grant of Awards to Participants who are foreign nationals or are employed outside the U.S., which subplans may provide for different terms and conditions applicable to Awards if necessary or desirable to recognize differences in local law or tax policy; (l) amend the Plan; (m) address unanticipated events (including any temporary closure of the stock exchange on which the Company is listed, disruption of communications or natural catastrophe); and (n) make all other determinations necessary or advisable for the administration of the Plan. 4.2 5.1 5.2 Date of Grant. The date of grant of an Option will be the date on which the Committee makes the determination and completes all necessary action on its part to grant the Option, unless a later date is otherwise specified by the Committee. The Stock Option Agreement, and a copy of the Plan and the current Prospectus for the Plan (plus any additional documents required to be delivered under applicable laws), will be delivered to the Participant within a reasonable time after the Option is granted. The Stock Option Agreement, the Plan, the Prospectus and other documents may be delivered in any manner (including electronic distribution or posting) that meets applicable legal requirements. 5.3 Vesting and Expiration Date. An Option will become vested and exercisable as determined by the Committee and set forth in the Stock Option Agreement governing such Option, subject to the provisions of Section 5.6, and subject to Company policies established by the Committee (or by individuals to whom the Committee has delegated responsibility) from time to time with respect to vesting during leaves of absences. An Option may be granted to allow for its exercisability prior to vesting. Vesting of an Option may be based upon completion of a specified period of service with the Company, the attainment of pre-established performance goals, such other factors as the Committee determines, or a combination of the foregoing. The Stock Option Agreement governing such Option shall set forth the last date that the Option may be exercised (the “Expiration Date”), and may provide for automatic exercise of the Option on such Expiration Date if the Exercise Price per Share is less than the Fair Market Value per Share on such Expiration Date and the Participant has not previously exercised the Option, or may provide that in the event that trading in the
Company’s stock is prohibited by law, the term of the Option automatically shall be extended until the date that is 30 days after such prohibition is lifted, to the extent that such extension does not cause the Participant to become subject to taxation under Section 409A of the Code. Notwithstanding the foregoing, no Option will be exercisable after ten years from the date the Option is granted; provided that no ISO granted to a Ten Percent Stockholder will be exercisable after five years from the date the Option is granted. 5.4 Exercise Price. The Exercise Price of an Option will be determined by the Committee when the Option is granted and may not be less than 100% of the Fair Market Value of the Shares on the date of grant; provided, however, that (i) the Exercise Price of any ISO granted to a Ten Percent Stockholder will not be less than 110% of the Fair Market Value of the Shares on the date of grant, and (ii) in the event that the Company acquires or combines with another company and grants Awards under the Plan in assumption or substitution of outstanding equity awards of such company, the Exercise Price of such Options may be less than 100% of the Fair Market Value of the Shares on the date of grant if such Exercise Price is based on a formula that meets the requirements of Section 424(a) of the Code set forth in the terms of the awards being assumed or substituted or in the terms of the agreement governing the acquisition transaction. 5.5 Procedures for Exercise. A Participant or Authorized Transferee may exercise Options by following the procedures established by the Company, as communicated and made available to Participants through the stock pages on the Intuit intranet web site, and/or through the Company’s electronic mail system. Payment for the Shares purchased must be made in accordance with Section 11 of the Plan and the Stock Option Agreement. 5.6 Termination of Employment. (a) Vesting. Except as otherwise provided in this Section 5.6(a) or in a Participant’s Stock Option Agreement, an Option will cease to vest on the Participant’s Termination Date. Notwithstanding the foregoing, any Option granted to a Participant who is an employee who has been actively employed by the Company or any Subsidiary for one year or more or who is a director, will vest as to 100% of the Shares subject to such Option if the Participant is Terminated due to Disability or death, unless otherwise provided in such Participant’s Stock Option Agreement. (b) Post-Termination Exercise Period. Following a Participant’s Termination, unless otherwise provided in a Participant’s Stock Option Agreement, any unvested portion of the Participant’s Option shall terminate, and any vested portion of the Participant’s Option may be exercised during the periods set forth below, after which it automatically shall terminate: (i) no later than 90 days after the Termination Date if a Participant is Terminated for any reason except death or Disability, unless a longer time period, not exceeding five years, is specifically set forth in the Participant’s Stock Option Agreement; provided that no Option may be exercised after the Expiration Date of the Option; or (ii) no later than (A) twelve months after the Termination Date in the case of Termination due to Disability or (B) eighteen months after the Termination Date in the case of Termination due to death or if a Participant dies within three months after the Termination Date, unless a longer time period, not exceeding five years, is specifically set forth in the Participant’s Stock Option Agreement; provided that no Option may be exercised after the Expiration Date of the Option. 5.7 Limitations on Exercise. The Committee may specify a reasonable minimum number of Shares that may be purchased on any exercise of an Option; provided that the minimum number will not prevent a Participant from exercising an Option for the full number of Shares for which it is then exercisable. 5.8 Limitations on ISOs. The aggregate Fair Market Value (determined as of the date of grant) of Shares with respect to which ISOs are exercisable for the first time by a Participant during any calendar year (under the Plan or any compensatory stock plan of the Company or any parent or Subsidiary under which ISOs may be granted) shall not exceed $100,000. If the Fair Market Value of Shares on the date of grant with respect to which ISOs are exercisable for the first time by a Participant during any calendar year exceeds $100,000, the Options for the first $100,000 worth of Shares to become exercisable in that calendar year will be ISOs, and the Options for the Shares with a Fair Market Value in excess of $100,000 that become exercisable in that calendar year will be NQSOs. If the Code is amended to provide for a different limit on the Fair Market Value of Shares permitted to be subject to ISOs, such different limit shall be automatically incorporated into the Plan and will apply to any Options granted after the effective date of the Code’s amendment. 5.9 Notice of Disqualifying Dispositions of Shares Acquired on Exercise of an ISO. If a Participant sells or otherwise disposes of any Shares acquired pursuant to the exercise of an ISO on or before the later of (a) the date two years after the Date of Grant, and (b) the date one year after the exercise of the ISO (in either case, a “Disqualifying Disposition”), the Company may require the Participant to immediately notify the Company in writing of such Disqualifying Disposition. 5.10 Modification, Extension or Renewal. Subject to Section 5.12, the Committee may modify or extend or renew outstanding Options and authorize the grant of new Options in substitution therefor; provided that any such action may not, without the written consent of the Participant, materially impair any of the Participant’s rights under any Option previously granted. Any outstanding ISO that is modified, extended, renewed or otherwise altered shall be treated in accordance with Section 424(h) of the Code. 5.11 No Disqualification. Notwithstanding any other provision in the Plan, no term of the Plan relating to ISOs will be interpreted, amended or altered, and no discretion or authority granted under the Plan will be exercised, so as to disqualify the Plan under Section 422 of the Code or, without the consent of the Participant affected, to disqualify any ISO under Section 422 of the Code.
5.12 No Repricing. Except as otherwise provided in Section 2.2, the Exercise Price of an outstanding Option may not, directly or indirectly, be reduced without stockholder approval, and at any time when the Exercise Price of an outstanding Option is above the Fair Market Value per Share, the terms of such outstanding Option may not, directly or indirectly, be amended without stockholder approval, to provide for the cancellation and re-grant or the exchange of such outstanding Option for either cash or a new Award with a lower (or no) exercise price; provided, however, that in the event of a Corporate Transaction, any Option with an exercise price that equals or exceeds the value of the consideration to be paid to the holders of Common Stock (on a per share basis) may be cancelled without any consideration. 6. STOCK APPRECIATION RIGHTS. 6.1 Awards of SARs. A Stock Appreciation Right (“SAR”) is an award to an eligible person having a value equal to the value determined by multiplying the difference between the Fair Market Value of a Share on the date of exercise over the Exercise Price and the number of Shares with respect to which the SAR is being settled. The SAR may be granted for services to be rendered or for past services already rendered to the Company or any Subsidiary or for any other benefit to the Company determined by the Committee within the meaning of Section 152 of the General Corporation Law of the State of Delaware. All SARs shall be made pursuant to an Award Agreement, which shall be in substantially a form (which need not be the same for each Participant) that the Committee or an officer of the Company (pursuant to Section 4.1(b)) has from time to time approved, and will comply with and be subject to the terms and conditions of this Plan. 6.2 Terms of SARs. The Committee will determine the terms of a SAR including, without limitation: (a) the number of Shares deemed subject to the SAR; (b) the Exercise Price and the time or times during which the SAR may be settled; (c) the consideration to be distributed on settlement of the SAR; and (d) the effect on each SAR of the Participant’s Termination. The Exercise Price of the SAR will be determined by the Committee when the SAR is granted and may not be less than 100% of Fair Market Value, except under the same circumstances that apply with respect to Options under Section 5.4(ii). 6.3 Vesting and Expiration Date. A SAR will be vested and exercisable within the times or upon the occurrence of events determined by the Committee and set forth in the Award Agreement governing such SAR. A SAR may be granted to allow for its exercisability prior to vesting. Vesting of a SAR may be based upon completion of a specified period of service with the Company, the attainment of pre-established performance goals, such other factors as the Committee determines, or a combination of the foregoing. The Award Agreement shall set forth the Expiration Date for the SAR; provided that no SAR will be exercisable after seven years from the date the SAR is granted. And, provided further, that the Award Agreement may provide for automatic settlement of the SAR on such Expiration Date if the Exercise Price per Share is less than the Fair Market Value per Share on such Expiration Date and the SAR has not previously been settled, or may provide that in the event that trading in the Company’s stock is prohibited by law, the term of the SAR automatically shall be extended until the date that is 30 days after such prohibition is lifted, to the extent that such extension does not cause the Participant to become subject to taxation under Section 409A of the Code. 6.4 Form and Timing of Settlement. Payment with respect to a SAR shall be made in Shares, or such other consideration as is approved by the Committee. 6.5 No Repricing. Except as otherwise provided in Section 2.2, the Exercise Price of an outstanding SAR may not be reduced without stockholder approval, and at any time when the Exercise Price of an outstanding SAR is above the Fair Market Value per Share, the terms of such outstanding SAR may not, directly or indirectly, be amended without stockholder approval, to provide for the cancellation and re-grant or the exchange of such outstanding SAR for either cash or a new Award with a lower (or no) exercise price; provided, however, that in the event of a Corporate Transaction, any SAR with an exercise price that equals or exceeds the value of the consideration to be paid to the holders of Common Stock (on a per share basis) may be cancelled without any consideration. 7. RESTRICTED STOCK AWARDS. 7.1 Awards of Restricted Stock. A Restricted Stock Award is an award to an eligible person of the issuance of Shares for services to be rendered or for past services already rendered to the Company or any Subsidiary or for any other benefit to the Company determined by the Committee within the meaning of Section 152 of the General Corporation Law of the State of Delaware. All Restricted Stock Awards shall be made pursuant to an Award Agreement, which shall be in substantially a form (which need not be the same for each Participant) that the Committee or an officer of the Company (pursuant to Section 4.1(b)) has from time to time approved, and will comply with and be subject to the terms and conditions of the Plan. No payment will be required for Shares awarded pursuant to a Restricted Stock Award. The number of Shares awarded shall be subject to the applicable limit or limits of Section 2. 7.2 Terms of Restricted Stock Awards. The Committee will determine the number of Shares to be awarded to the Participant under a Restricted Stock Award and any restrictions thereon. These restrictions may be based upon completion of a specified period of service with the Company, upon satisfaction of performance goals as set out in advance in the Participant’s Award Agreement, upon such other factors as the Committee determines, or a combination of the foregoing. If the Restricted Stock Award is to be earned upon the satisfaction of performance goals, the Committee shall: (a) determine the nature, length and starting date of any performance period for the Award; (b) select the performance goals, which may include one or more Performance Criteria; and (c) determine the number of Shares that may be awarded to the Participant. Prior to the time that restrictions are lifted with respect to one or more Shares subject to a Restricted Stock Award as a result of satisfaction of the service or performance goals, the Committee may require that the Shares be held by the Company under the terms of an escrow or similar arrangements according
to terms determined by the Company and as described further in Section 16 below. The Committee may adjust the performance goals applicable to a Restricted Stock Award during a Performance Period in the manner described in Section 10.2(b) below. 7.3 Dividends. A Participant who has received the grant of a Restricted Stock Award shall not be entitled to receive dividends and other distributions paid with respect to Shares subject to such Award during the period during which such Shares are restricted. However, any such dividends or distributions shall be retained by the Company and shall be paid to the Participant at the same time that the Shares which respect to which such dividends or distributions were paid are released from the restrictions of the Award described in Section 7.2 above. 7.4 Termination of Employment. If a Participant is Terminated prior to full vesting of a Restricted Stock Award for any reason, then such Participant will be entitled to retain the Shares subject to the Restricted Stock Award only to the extent the restrictions on such Shares have lapsed as of the date of Termination in accordance with the Award Agreement, unless the Committee will determine otherwise. 7.5 83(b) Election. To the extent a Participant makes an election under Section 83(b) of the Code with respect to a Restricted Stock Award, within ten days of filing such election with the Internal Revenue Service, the Participant must notify the Company in writing of such election. 8. RESTRICTED STOCK UNITS 8.1 Awards of Restricted Stock Units. Restricted Stock Units (“RSUs”) are Awards denominated in units of Shares under which the issuance of Shares (or the settlement in an equivalent value in cash) is subject to such conditions (including continued employment or other service, the attainment of pre-established performance goals, which may include one or more Performance Criteria, other factors as the Committee determines, or a combination of the foregoing.) as the Committee shall determine. RSUs may be granted for services to be rendered or for past services already rendered to the Company or any Subsidiary or for any other benefit to the Company determined by the Committee within the meaning of Section 152 of the General Corporation Law of the State of Delaware. All RSUs shall be awarded pursuant to an Award Agreement, which shall be in substantially a form (which need not be the same for each Participant) that the Committee or an officer of the Company (pursuant to Section 4.1(b)) has from time to time approved, and will comply with and be subject to the terms and conditions of the Plan. 8.2 Terms of RSUs. The Committee will determine the terms of a RSU including, without limitation: (a) the number of Shares deemed subject to the RSU; (b) the time or times at which the RSU vests; (c) the consideration to be distributed on settlement; and (d) the effect on each RSU of the Participant’s Termination. 8.3 Timing of Settlement. Settlement of a RSU shall be made no later than March 15 of the year following the year of vesting; provided that to the extent permissible under law, the Committee may permit a Participant to defer payment under a RSU to a date or dates after the RSU is earned, provided that the terms of the RSU and any deferral election satisfy the requirements of Section 409A of the Code. 8.4 Dividend Equivalent Rights. A Participant shall be entitled to receive dividend equivalent rights prior to the issuance of Shares subject to the RSU to the extent and under the terms and conditions provided in the applicable Award Agreement; provided that, any such dividend equivalent rights shall be paid upon the date the RSUs with respect to which such dividend equivalent rights are payable become vested and payable (it being understood that no dividend equivalent rights will be paid with respect to Shares underlying any RSUs that do not vest). Except as explicitly provided for in this Section 8.4, dividend equivalent rights shall not be granted alone or in connection with any Award under the Plan. 8.5 Voting Rights. A Participant shall not be entitled to voting or any other rights as a stockholder with respect to a RSU, unless and until such RSU is settled in Shares. 9. CASH-BASED AWARDS 9.1 Performance or Service Criteria. The Committee shall establish the service or performance criteria, which may include one or more Performance Criteria, and level of achievement versus these criteria, if applicable, that shall determine the amount(s) payable under a Cash-Based Award. 9.2 Timing and Form of Payment. The Committee shall determine the timing of payment of any Cash-Based Award. Payment of the amount due under a Cash-Based Award may be made in cash or in Shares, or a combination thereof, as determined by the Committee. The Committee may provide for or, subject to such terms and conditions as the Committee may specify, may permit a Participant to elect, the payment of any Cash-Based Award to be deferred to a specified date or event. Any deferral election shall comply with the provisions of Section 409A of the Code to the extent applicable. 10. PERFORMANCE-BASED COMPENSATION. 10.1 General. The Committee may establish performance criteria and level of achievement versus such criteria that shall determine the number of Shares to be granted, retained, vested, issued or issuable under or in settlement of or the amount payable pursuant to an Award, which criteria may be based on Performance Criteria or other standards of the performance of the Company and its Subsidiaries or any portion thereof and/or personal performance factors. Notwithstanding satisfaction of any performance goals, the number of Shares issued under or the amount paid under an Award may be adjusted by the Committee on the basis of such further considerations as the Committee in its sole discretion shall determine, except as may be otherwise provided in a Participant’s Award Agreement. Without the express authorization of the Committee, the exercise of discretion described in the preceding sentence may
not be exercised with respect to any Award to be settled in Shares if the exercise of such discretion would result in the “modification” of such Award (or any other Award to be settled in Shares) or cause such Award (or any other Award to be settled in Shares) to be accounted for as a liability under applicable accounting standards if such Award was accounted for as equity at the time of grant. 10.2 Performance Criteria. (a) For purposes of this Plan, the term “Performance Criteria” shall mean any one or more of the following performance criteria, or growth or other changes in the amount, rate or value of one or more performance criteria, either individually, alternatively or in any combination, applied to the Company as a whole or to one or more business units or Subsidiaries, either individually, alternatively or in any combination, and measured over a performance period to be established by the Committee, on an absolute basis or relative to a pre-established target, to previous results or to a designated comparison group, either based upon Generally Accepted Accounting Principles (“GAAP”) or non-GAAP financial results, in each case as specified by the Committee: (i) cash flow (before or after dividends), (ii) earnings per share (including earnings before interest, taxes, depreciation and/or amortization), (iii) stock price, (iv) return on equity, (v) total stockholder return, (vi) return on capital (including return on total capital or return on invested capital), (vii) return on assets or net assets, (viii) market capitalization, (ix) economic value added, (x) debt leverage (debt to capital), (xi) revenue or net revenue, (xii) income or net income, (xiii) operating income, (xiv) operating profit or net operating profit, (xv) operating margin or profit margin, (xvi) return on operating revenue, (xvii) cash from operations, (xviii) operating ratio, (xix) operating revenue, (xx) contract value, (xxi) client renewal rate, (xxii) operating cash flow return on income, (xxiii) adjusted operating cash flow return on income, (xxiv) employee productivity and satisfaction metrics, (xxv) market share, (xxvi) strategic positioning, (xxvii) new product releases, or (xxviii) such other criteria as selected by the Committee in its sole discretion. Performance Criteria may differ for Awards granted to any one Participant or to different Participants. (b) The Committee may appropriately adjust any evaluation of performance under a Performance Criteria. 11. PAYMENT FOR SHARE PURCHASES. 11.1 Payment. Payment for Shares purchased pursuant to the Plan may be made by any of the following methods (or any combination of such methods) that are described in the applicable Award Agreement and that are permitted by law: (a) in cash (by check); (b) in the case of exercise by the Participant, Participant’s guardian or legal representative or the authorized legal representative of Participant’s heirs or legatees after Participant’s death, by cancellation of indebtedness of the Company to the Participant; (c) by surrender of shares of the Company’s Common Stock (including by withholding Shares otherwise issuable pursuant to the applicable Award); (d) in the case of exercise by the Participant, Participant’s guardian or legal representative or the authorized legal representative of Participant’s heirs or legatees after Participant’s death, by waiver of compensation due or accrued to Participant for services rendered; (e) by tender of property; (f) with respect only to purchases upon exercise of an Option, and provided that a public market for the Company’s stock exists, through a “same day sale” commitment from the Participant or Authorized Transferee and a FINRA Dealer meeting the requirements of the Company’s “same day sale” procedures and in accordance with law; or (g) any other benefit to the Company determined by the Committee within the meaning of Section 152 of the General Corporation Law of the State of Delaware. 11.2 Issuance of Shares. Upon payment of the applicable Exercise Price or purchase price (or a commitment for payment from the FINRA Dealer designated by the Participant or Authorized Transferee in the case of an exercise by means of a “same-day sale”), and compliance with other conditions and procedures established by the Company for the purchase of shares, the Company shall issue the Shares registered in the name of Participant or Authorized Transferee (or in the name of the FINRA Dealer designated by the Participant or Authorized Transferee in the case of an exercise by means of a “same-day sale”) and shall deliver certificates representing the Shares (in physical or electronic form, as appropriate). The Shares may be subject to legends or other restrictions as provided by the Committee in the Award Agreement or permitted under applicable law. 12. WITHHOLDING TAXES. 12.1 Withholding Generally. Whenever Shares are to be issued in satisfaction of Awards granted under the Plan, the Company may require the Participant to remit to the Company an amount sufficient to satisfy federal, state, local or foreign withholding tax requirements prior to the delivery of any Shares. If a payment in satisfaction of an Award is to be made in cash, the payment will be net of an amount sufficient to satisfy federal, state, local and foreign withholding tax requirements. In other circumstances triggering a withholding tax liability for the Company or any Subsidiary, the Participant shall be required to make adequate arrangements to satisfy such tax withholding obligation, whether out of the value of the Award or otherwise. The Company may provide for further details regarding a Participant’s satisfaction of any such withholding tax liability in the Award Agreements, which need not be the same for all Participants or for all Awards of a particular type.
12.2 Stock Withholding. When, under applicable tax laws, a Participant incurs tax liability in connection with the grant, issuance, modification, exercise, lapse of restrictions or vesting of any Award or other circumstances relating to any Award that is subject to tax withholding and the Participant is obligated to pay the Company the amount required to be withheld, the Committee may, in its sole discretion, allow the Participant to satisfy the withholding tax obligation by electing to have the Company withhold from the Shares to be issued that number of whole Shares having a Fair Market Value equal to the minimum amount required to be withheld (or, if and when the Company adopts any applicable accounting standard allowing for greater Share withholding, up to such withholding rate that will not cause an adverse accounting consequence or cost), determined on the date that the amount of tax to be withheld is to be determined. All elections by a Participant to have Shares withheld for this purpose shall be made in accordance with the requirements established by the Committee and be in writing (including an electronic writing) in a form acceptable to the Committee. 13. PRIVILEGES OF STOCK OWNERSHIP. No Participant or Authorized Transferee will have any rights as a stockholder of the Company with respect to any Shares until the Shares are issued to the Participant or Authorized Transferee. After Shares are issued to the Participant or Authorized Transferee, the Participant or Authorized Transferee will be a stockholder and have all the rights of a stockholder with respect to the Shares, including the right to vote and receive all dividends or other distributions made or paid with respect to such Shares; provided, however, that if the Shares are subject to any vesting requirements or similar restrictions, any new, additional or different securities or property that the Participant or Authorized Transferee may become entitled to receive with respect to the Shares by virtue of a stock dividend, stock split or any other change in the corporate or capital structure of the Company, as described in further detail in Section 2.2, as well as any dividends or distributions or other payment made with respect to such Shares, will be subject to the same restrictions as the Shares themselves. 14. TRANSFERABILITY. No Award and no interest therein, shall be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner other than by will or by the laws of descent and distribution, and no Award may be made subject to execution, attachment or similar process; provided, however that with the consent of the Committee, a Participant may transfer an Award other than an ISO to an Authorized Transferee. Transfers by the Participant for consideration are prohibited. 15. CERTIFICATES. All certificates for Shares or other securities delivered under the Plan (whether in physical or electronic form, as appropriate) will be subject to stock transfer orders, legends and other restrictions that the Committee deems necessary or advisable, including without limitation, restrictions under any applicable federal, state or foreign securities law, or any rules, regulations and other requirements of the SEC or any stock exchange or other public securities market on which the Shares may be listed. 16. ESCROW. To enforce any restrictions on a Participant’s Shares, the Committee may require the Participant to deposit all certificates representing Shares, together with stock powers or other transfer instruments approved by the Committee, appropriately endorsed in blank, with the Company or an agent designated by the Company, to hold in escrow until such restrictions have lapsed or terminated, and the Committee may cause a legend or legends referencing such restrictions to be placed on the certificates. 17. SECURITIES LAW AND OTHER REGULATORY COMPLIANCE. An Award shall not be effective unless the Award is in compliance with all applicable state, federal and foreign securities laws, rules and regulations of any governmental body, and the requirements of any stock exchange or other public securities market on which the Shares may then be listed, as they are in effect on the date of grant of the Award and also on the date of exercise or other issuance. Notwithstanding any other provision in the Plan, the Company shall have no obligation to issue or deliver certificates for Shares under the Plan prior to (a) obtaining any approvals from governmental agencies that the Company determines are necessary or advisable, and/or (b) completion of any registration or other qualification of such shares under any state, federal or foreign law or ruling of any governmental body that the Company determines to be necessary or advisable. The Company shall be under no obligation to register the Shares with the SEC or to effect compliance with the registration, qualification or listing requirements of any state, federal or foreign securities laws, stock exchange or automated quotation system, and the Company shall have no liability for any inability or failure to do so. 18. NO OBLIGATION TO EMPLOY. Nothing in the Plan or any Award granted under the Plan shall confer or be deemed to confer on any Participant any right to continue in the employ of, or to continue any other relationship with, the Company or any Subsidiary or limit in any way the right of the Company or any Subsidiary to terminate Participant’s employment or other relationship at any time, with or without cause. 19. REPRICING PROHIBITED; EXCHANGE AND BUYOUT OF AWARDS. Except as otherwise provided in Section 2.2, the Exercise Price of an outstanding Option or SAR may not be reduced without stockholder approval, and at any time when the Exercise Price of an outstanding Option or SAR is above the Fair Market Value per Share, the terms of such outstanding Option or SAR may not, directly or indirectly, be amended without stockholder approval, to provide for the cancellation and re-grant or the exchange of such outstanding Option or SAR for either cash or a new Award with a lower (or no) exercise price; provided, however, that in the event of a Corporate Transaction, any Option or SAR with an exercise price that equals or exceeds the value of the consideration to be paid to the holders of Common Stock (on a per share basis) may be cancelled without any consideration. 20. CORPORATE TRANSACTIONS. 20.1 Assumption or Replacement of Awards by Successor. In the event of a Corporate Transaction, any or all outstanding Awards may be assumed or continued or replaced by the successor, which assumption or replacement shall be binding on all Participants. In the alternative, the successor may substitute equivalent Awards or provide substantially similar consideration to Participants as was provided to stockholders (after taking into account the existing provisions of the Awards). The successor may also issue, in place of outstanding Shares held by the Participant, substantially similar shares, other securities or other property subject to repurchase
restrictions no less favorable to the Participant. In the event such successor, if any, refuses to assume, continue, replace or substitute the Awards, as provided above, pursuant to a Corporate Transaction or if there is no successor due to a dissolution or liquidation of the Company, such Awards shall immediately vest as to 100% of the Shares subject thereto (unless otherwise provided in the applicable Award Agreement) at such time and on such conditions as the Board shall determine and the Awards shall expire at the closing of the transaction or at the time of dissolution or liquidation. If a successor decides to assume, continue, replace or substitute all then outstanding Awards, such successor shall not be required to treat all then outstanding Awards in the same fashion. 20.2 Other Treatment of Awards. Subject to any greater rights granted to Participants under Section 20.1, in the event of a Corporate Transaction, any outstanding Awards shall be treated as provided in the applicable agreement or plan of merger, consolidation, acquisition, dissolution, liquidation or sale of assets. 20.3 Assumption of Awards by the Company. The Company, from time to time, also may use the Plan to substitute, replace or assume outstanding awards granted by another company, whether in connection with an acquisition of such other company or otherwise, by either (a) granting an Award under the Plan in substitution of such other company’s award, or (b) assuming such award as if it had been granted under the Plan if the terms of such assumed award could be applied to an Award granted under the Plan. In the event the Company assumes an award granted by another company, the terms and conditions of such award shall remain unchanged in all material respects (except that in the case of an option or stock appreciation right, the exercise price and the number and nature of Shares issuable upon exercise of such option or stock appreciation right will be adjusted appropriately in a manner not inconsistent with Section 424(a) of the Code), unless determined otherwise by the Committee. In the event the Company elects to grant a new Option or SAR rather than assuming an existing option, such new Option or SAR may be granted with a similarly adjusted Exercise Price. 21. TERM OF PLAN. The Plan will terminate on January 20, 2032, unless extended beyond such date by stockholder approval; provided, however, that ISOs may not be granted under the Plan after the tenth (10th) anniversary of the date of the Committee’s adoption of the Plan in October 20, 2021. 22. AMENDMENT OR TERMINATION OF PLAN. The Board may at any time terminate or amend the Plan in any respect, including without limitation, amendment of any Award Agreement or instrument to be executed pursuant to the Plan. Notwithstanding the foregoing, neither the Board nor the Committee shall, without the approval of the stockholders of the Company, amend the Plan in any manner, including reducing the exercise price of an Option or SAR, that requires such stockholder approval pursuant to (a) the Code or the regulations promulgated thereunder, (b) the Exchange Act or any rule promulgated thereunder or (c) the listing requirements of the national securities market on which the Shares are listed. In addition, no amendment that would materially impair the rights of a Participant under an outstanding Award may be made without the consent of the Participant, except as expressly authorized under the Plan. Unless otherwise provided, an Award shall be governed by the version of the Plan in effect at the time such Award was granted. 23. NONEXCLUSIVITY OF THE PLAN; UNFUNDED PLAN. None of the adoption of the Plan by the Board, the submission of the Plan to the stockholders of the Company for approval, or any provision of the Plan shall be construed as creating any limitations on the power of the Board to adopt such additional compensation arrangements as it may deem desirable, including, without limitation, the granting of stock options and bonuses otherwise than under the Plan, and such arrangements may be either generally applicable or applicable only in specific cases. The Plan shall be unfunded and no Participant shall have any claim on any particular assets or securities of the Company or any Subsidiary. Neither the Company nor the Board shall be required to segregate any assets that may at any time be represented by Awards made pursuant to the Plan. Neither the Company, the Committee, nor the Board shall be deemed to be a trustee of any amounts to be paid under the Plan. 24. NO LIABILITY OF COMPANY. Neither the Company nor any parent or Subsidiary that is in existence or hereafter comes into existence shall be liable to a Participant or any other person as to: (i) the non-issuance or sale of Shares as to which the Company has been unable to obtain from any regulatory body having jurisdiction the authority deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder; and (ii) any tax consequence expected, but not realized, by any Participant or other person due to the receipt, exercise, settlement or change to the terms of any Award granted hereunder. 25. GOVERNING LAW. This Plan and any Award Agreement or other agreements or documents hereunder shall be governed by the laws of the State of Delaware, without regard to choice of law principles of Delaware or other jurisdictions. Any action, suit, or proceeding relating to the Plan or any Award Agreement will be brought in the state or federal courts of competent jurisdiction in Santa Clara County in the State of California. 26. RECOUPMENT OF AWARDS. In the event that the Company issues a restatement of its financial results after the distribution of Shares or cash upon settlement of an Award with vesting conditioned on the achievement of performance goals, which restatement decreases the level of achievement of the goals from the level(s) previously determined by the Committee, then the Participant will be required to deliver to the Company, within 30 days after receipt of written notification by the Company, an amount in cash or equivalent value in Shares (or a combination of the two) equal to the net proceeds realized by the Participant on the settlement of the Award and, if applicable, subsequent sale of any Shares that would not have vested or been issued based on the restated financial results. This Section 26 only will apply to a Participant if it is determined by the Committee in good faith that fraud or misconduct engaged in by the Participant (directly or indirectly) was a significant contributing factor to such restatement of financial results. 27. AGREEMENT TO REPAYMENTS OF INCENTIVE COMPENSATION WHEN REPAYMENTS ARE REQUIRED UNDER FEDERAL LAW. This provision applies to any policy adopted by NASDAQ Global Market (or any other exchange on which the securities of the Company are listed) pursuant to Section 10D of the Securities Exchange Act of 1934. To the extent any such policy requires the repayment
of incentive-based compensation received by a Participant, whether paid pursuant to an Award granted under this Plan or any other plan of incentive-based compensation maintained in the past or adopted in the future by the Company, by accepting an Award under this Plan, the Participant agrees to the repayment of such amounts to the extent required by such policy and applicable law. 28. ADOPTION. This Amendment and Restatement of the Plan as set forth herein was approved by the Compensation and Organizational Development Committee on October 20, 2021. 29. SECTION 409A. Awards granted under the Plan are intended to comply with, or be exempt from, the applicable requirements of Section 409A of the Code and shall be limited, construed and interpreted in accordance with such intent. Although the Company does not guarantee any particular tax treatment, to the extent that any Award is subject to Section 409A of the Code, it shall be paid in a manner that is intended to comply with Section 409A of the Code, including regulations and any other guidance issued by the Secretary of the United States Treasury and the Internal Revenue Service with respect thereto. In no event whatsoever shall the Company be liable for any additional tax, interest or penalties that may be imposed on a Participant by Section 409A of the Code or any damages for failing to comply with Section 409A of the Code. Should any payments made in accordance with the Plan be determined to be payments from a nonqualified deferred compensation plan, as defined by Section 409A of the Code and are payable in connection with a Participant’s Separation from Service, that are not exempt from Section 409A of the Code as a short-term deferral or otherwise, these payments, to the extent otherwise payable within six (6) months after the Participant’s date of Separation from Service, will be paid in a lump sum on the earlier of the date that is six (6) months after the Participant’s date of Separation from Service or the date of the Participant’s death. For purposes of the Plan, a “Separation from Service” means an anticipated permanent reduction in a Participant’s level of bona fide services to twenty percent (20%) or less of the average level of bona fide services performed by a Participant over the immediately preceding thirty-six (36) month period. For purposes of Section 409A of the Code, the payments to be made to a Participant in accordance with this Plan shall be treated as a right to a series of separate payments. 30. DEFINITIONS. As used in the Plan, the following terms shall have the following meanings: (a) “Authorized Transferee” means the permissible recipient, as authorized by the Plan and the Committee, of an Award that is transferred during the Participant’s lifetime by the Participant by gift or domestic relations order. For purposes of this definition, a “permissible recipient” is: (i) a child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of the Participant, including any such person with such relationship to the Participant by adoption; (ii) any person (other than a tenant or employee) sharing the Participant’s household; (iii) a trust in which the persons in (i) or (ii) have more than fifty percent of the beneficial interest; (iv) a foundation in which the persons in (i) or (ii) or the Participant control the management of assets; or (v) any other entity in which the person in (i) or (ii) or the Participant own more than fifty percent of the voting interests. (b) “Award” means any award under the Plan, including any Option, Stock Appreciation Right, Restricted Stock Award, Restricted Stock Unit or Cash-Based Award. (c) “Award Agreement” means, with respect to each Award, the written agreement delivered by the Company to the Participant (which agreement may be in electronic form) setting forth the terms and conditions of the Award (including but not limited to a Stock Option Agreement). (d) “Board” means the Board of Directors of the Company. (e) “Cash-Based Award” means a cash-based opportunity awarded under Section 9 pursuant to which a Participant may become entitled to receive an amount based on satisfaction of enumerated performance and/or service criteria. (f) “Code” means the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder. (g) “Committee” means the Compensation and Organizational Development Committee of the Board, or such other committee appointed by the Board to administer the Plan, or if no committee is appointed, the Board; provided, however, that (i) for purposes of granting any Award intended to be exempt from the application of Section 16(b) of the Exchange Act through complying with the requirements of Rule 16b-3 of the Exchange Act, “Committee” may mean a subcommittee of the Compensation and Organizational Development Committee of the Board comprised solely of two or more “non-employee directors” within the meaning of Section 16 and Rule 16b-3 of the Exchange Act; and (ii) for any purposes required under the NASDAQ Marketplace Rules, “Committee” may mean a subcommittee of the Compensation and Organizational Development Committee of the Board that satisfies Rule 5605(d) under the NASDAQ Marketplace Rules. (h) “Company” means Intuit Inc., a corporation organized under the laws of the State of Delaware, or any successor corporation. (i) “Corporate Transaction” means (a) consummation of a merger, consolidation, reorganization or similar transaction either (i) as a result of which the stockholders of the Company immediately prior to such transaction own directly or indirectly following such transaction less than 50% of the combined voting power of the outstanding voting securities of the controlling entity resulting from such transaction or (ii) after which such ownership as among those persons who were stockholders of the Company immediately prior to such transaction is not in substantially the same proportions both immediately before and immediately after such transaction; (b) a dissolution or liquidation of the Company; (c) the sale, exchange, lease or other transfer of all or substantially all of the assets of the Company; or (d) consummation of any other transaction which qualifies as a “corporate transaction” under Section 424(a) of the Code whereafter control of the Company is held by a person or group of related persons who did not control the Company immediately prior to the occurrence of such transaction. (j) “Credit Karma Plan” means the Credit Karma, Inc. 2015 Equity Incentive Plan, as amended from time to time.
(k) “Disability” means (i) the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) the Participant is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of Intuit; provided, however, that for purposes of determining the post-termination exercise period of ISOs, “Disability” shall have the meaning set forth under Section 22(e)(3) of the Code. (l) “Effective Date” means, January , 2022, the date on which the Company’s stockholders approved the Plan, as amended to date. (m) “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder. (n) “Exercise Price” means the price at which a Participant who holds an Option or SAR may purchase the Shares issuable upon exercise of the Option or SAR. (o) “Fair Market Value” means, as of any date, the value of a share of the Company’s Common Stock determined as follows: (i) if such Common Stock is then quoted on the NASDAQ Global Market, its closing price on the NASDAQ Global Market on such date or if such date is not a trading date, the closing price on the NASDAQ Global Market on the last trading date that precedes such date; (ii) if such Common Stock is publicly traded and is then listed on a national securities exchange, the last reported sale price on such date or, if no such reported sale takes place on such date, the average of the closing bid and asked prices on the principal national securities exchange on which the Common Stock is listed or admitted to trading; (iii) if such Common Stock is publicly traded but is not quoted on the NASDAQ Global Market nor listed or admitted to trading on a national securities exchange, the average of the closing bid and asked prices on such date, as reported by The Wall Street Journal, for the over-the-counter market; or (iv) if none of the foregoing is applicable, by the Board of Directors in good faith. (p) “FINRA Dealer” means a broker-dealer that is a member of the Financial Industry Regulatory Authority. (q) “Insider” means an officer or director of the Company or any other person whose transactions in the Company’s Common Stock are subject to Section 16 of the Exchange Act. (r) “ISO” means an Option that satisfies the requirements for an “incentive stock option” within the meaning of Section 422 of the Code and does not provide that it will not be treated as an “incentive stock option”. (s) “NQSO” means an Option that is not an “incentive stock option” within the meaning of Section 422 of the Code. (t) “Non-Employee Director” means a member of the Company’s Board of Directors who is not a current employee of the Company or any Subsidiary. (u) “Option” means an Award pursuant to Section 5 of the Plan. (v) “Participant” means a person who receives an Award under the Plan. (w) “Plan” means this Intuit Inc. Amended and Restated 2005 Equity Incentive Plan, as amended from time to time. (x) “Prospectus” means the prospectus relating to the Plan, as amended from time to time, that is prepared by the Company and delivered or made available to Participants pursuant to the requirements of the Securities Act of 1933, as amended, and the regulations promulgated thereunder. (y) “Restricted Stock Award” means an award of Shares pursuant to Section 7 of the Plan. (z) “Restricted Stock Unit” means an Award granted pursuant to Section 8 of the Plan. (aa) “SEC” means the Securities and Exchange Commission. (bb) “Shares” means shares of the Company’s Common Stock $0.01 par value per share, and any successor security. (cc) “Stock Appreciation Right” means an Award granted pursuant to Section 6 of the Plan. (dd) “Stock Option Agreement” means the agreement which evidences an Option. (ee) “Subsidiary” means any entity (other than the Company) in an unbroken chain of entities beginning with the Company if, at the time of granting of the Award, each of the entities other than the last entity in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of voting securities in one of the other entities in such chain. (ff) “Ten Percent Stockholder” means any person who directly or by attribution owns more than ten percent of the total combined voting power of all classes of stock of the Company or any Subsidiary. (gg) “Termination” or “Terminated” means, for purposes of the Plan with respect to a Participant, that the Participant has ceased to provide services as an employee, director, consultant, independent contractor or adviser, to the Company or a parent
or Subsidiary; provided that a Participant shall not be deemed to be Terminated if the Participant is on a leave of absence approved by the Committee or by an officer of the Company designated by the Committee; and provided further, that during any approved leave of absence, vesting of Awards shall be suspended or continue in accordance with guidelines established from time to time by the Committee. Subject to the foregoing, the Committee shall have sole discretion to determine whether a Participant has ceased to provide services and the effective date on which the Participant ceased to provide services (the “Termination Date”).
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