UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
The Securities Exchange Act of 1934
February 23, 2010
Date of Report (Date of earliest event reported):
Date of Report (Date of earliest event reported):
INTUIT INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 000-21180 | 77-0034661 | ||
| (State or other Jurisdiction of Incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
2700 Coast Avenue
Mountain View, CA 94043
Mountain View, CA 94043
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s telephone number, including area code: (650) 944-6000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
| ITEM 5.02 | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS |
On February 23, 2010, Stratton D. Sclavos informed the Board of Directors of Intuit Inc.
(“Intuit”) that he will be leaving the Board effective March 1, 2010. Mr. Sclavos indicated that
he was leaving the Board due to his need to focus on his responsibilities at the investment firm of
Radar Partners and the ever-increasing amount of time he spends on the many other boards on which
he serves. Mr. Sclavos has been a director of Intuit since 2001.
| ITEM 8.01 | OTHER EVENTS |
In February 2010, William V. Campbell, Chairman of the Board of Directors of Intuit, adopted a
stock trading plan related to the exercise and sale of up to 160,000 shares of Intuit common stock
issuable under options granted in 2000 and 2003. Subject to the terms and conditions of this plan,
a brokerage firm may periodically exercise Mr. Campbell’s stock options and sell the issued shares
at predetermined minimum prices before the options expire in July and August 2010.
In December 2009, Sasan K. Goodarzi, Intuit’s Senior Vice President and president of the
Intuit Financial Institutions Division, adopted a stock trading plan related to the exercise and
sale of up to 120,000 shares of Intuit common stock issuable under options granted in 2004 and
2005. Subject to the terms and conditions of this plan, a brokerage firm may periodically exercise
Mr. Goodarzi’s stock options and sell the issued shares before the expiration of the plan in July
2012, provided certain limit prices are reached.
These plans are intended to satisfy the requirements of Rule 10b5-1 of the Exchange Act and
were adopted in accordance with Intuit’s policies regarding securities transactions. Rule 10b5-1
permits individuals who are not in possession of material, non-public information at the time the
plan is adopted to establish pre-arranged plans to buy or sell company stock.
Transactions under these plans will be disclosed publicly through Form 4 filings with the
Securities and Exchange Commission, to the extent required by law.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: February 26, 2010 | INTUIT INC. |
|||
| By: | /s/ Laura A. Fennell | |||
| Laura A. Fennell | ||||
| Senior Vice President, General Counsel and Corporate Secretary | ||||