UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
INTUIT INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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000-21180
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77-0034661 |
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.) |
2700 Coast Avenue
Mountain View, CA 94043
(Address of principal executive offices, including zip code)
(650) 944-6000
(Registrant’s telephone number, including area code)
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 8.01. Other Events.
On October 12, 2009, Intuit Inc. (the “Company”) entered into a letter agreement (the “Letter
Agreement”) with Relational Investors LLC (“Relational”), certain of Relational’s affiliates, David
H. Batchelder, Ralph V. Whitworth and John A. Sullivan (collectively, the “Relational Group”).
Pursuant to the Letter Agreement, the Company has agreed (a) to nominate Mr. Batchelder for
election to the Company’s Board of Directors (the “Board”) at the Company’s 2009 Annual Meeting of
Shareholders (the “2009 Annual Meeting”) and (b) that, upon election, Mr. Batchelder will join the
Board’s Acquisition Committee and Compensation and Organizational Development Committee.
Pursuant to the Letter Agreement, the Relational Group has withdrawn its nomination of three
candidates for election as directors of the Company at the 2009 Annual Meeting and the members of
the Relational Group have agreed to vote for and publicly support and recommend the Board’s slate
of nominees for director at the 2009 Annual Meeting. In addition, the Relational Group has agreed
to customary standstill provisions through the date that is 30 days prior to the last day of the
notice period specified in the Company’s advance notice bylaw related to nominations of directors
at the Company’s 2011 Annual Meeting of Shareholders. The standstill provisions provide, among
other things, that the Relational Group will not (a) engage in or in any way participate in a
solicitation of proxies or consents with respect to the Company, (b) initiate any shareholder
proposals, (c) control or seek to control, or influence or seek to influence, the management, Board
or policies of the Company, and (d) own more than 9.9% of the Voting Securities (as such term is
defined in the Letter Agreement) of the Company.
If the Board determines, in its sole discretion, not to renominate Mr. Batchelder for election
as a director at the Company’s 2010 Annual Meeting of Shareholders (the “2010 Annual Meeting”), the
standstill provisions contained in the Letter Agreement will immediately terminate. If the Board
determines to renominate Mr. Batchelder in connection with the 2010 Annual Meeting, the Relational
Group has agreed to vote for and publicly support and recommend the Board’s slate of nominees for
director at the 2010 Annual Meeting.
The foregoing summary of the Letter Agreement does not purport to be complete and is subject
to, and qualified in its entirety by, the full text of the Letter Agreement, which is attached as
Exhibit 99.01 and incorporated herein by reference.
On October 12, 2009, the Company issued a press release relating to the Letter Agreement.
This press release is attached as Exhibit 99.02 to this Current Report on Form 8-K and is
incorporated herein by reference.