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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15D OF THE
SECURITIES EXCHANGE ACT OF 1934
July 27, 2005
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 |
(State or Other
Jurisdiction of
Incorporation)
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(Commission File
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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))
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
Funding of 2005 Intuit Inc. Performance Incentive Plan
On July 27, 2005, the Compensation and Organizational Development Committee of our Board of
Directors (the “Compensation Committee”) approved funding for the payment of annual performance
bonuses under the Intuit Inc. Performance Incentive Plan (“IPI”) for the fiscal year ended July 31,
2005 (“Fiscal 2005”) in the aggregate amount of $88,340,000. Over 90% of Intuit’s employees,
including each of our named executive officers except for our President and Chief Executive
Officer, are eligible for annual performance bonus awards under the
IPI for Fiscal 2005.
Approval of Fiscal Year 2005 Bonus Awards
Stephen M. Bennett, our President and Chief Executive Officer, is eligible to receive an
annual performance bonus for Fiscal 2005 under our Senior Executive Incentive Plan (“SEIP”),
provided that the performance goals established by the Compensation Committee for Fiscal 2005 are
achieved. On July 27, 2005, the Compensation Committee fixed the amount of Mr. Bennett’s annual
performance bonus for Fiscal 2005 at $2,772,000, subject to certification by the Compensation
Committee after July 31, 2005 that the Internal Revenue Code Section 162(m) performance goals for Fiscal 2005 have
been achieved. On August 1, 2005, the Compensation Committee certified that the performance goals
for Mr. Bennett’s annual performance bonus for Fiscal 2005 had been met.
Also on July 27, 2005, the Compensation Committee fixed the amount of the annual performance
bonuses payable to each of our named executive officers under the IPI for Fiscal 2005. The Fiscal
2005 bonus amounts were determined by the Compensation Committee based on its review with
management of the performance of each of the named executive officers. The following table sets
forth the amount of the Fiscal 2005 bonus to be paid to each of our named executive officers (other
than Mr. Bennett whose bonus is payable under the SEIP described above):
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Bonus |
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| Name and Current Position |
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Amount |
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Robert B. (“Brad”) Henske(1)
Senior Vice President/
General Manager,
Consumer Tax Group and CFO |
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475,000 |
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Scott D. Cook(1)
Chairman of the
Executive Committee |
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$ |
400,000 |
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Richard William Ihrie(1)
Senior Vice President,
Chief Technology Officer |
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$ |
400,000 |
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Brad Smith(2)
Senior Vice President/
General Manager,
QuickBooks |
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$ |
485,000 |
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Raymond Stern(3)
Senior Vice President |
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$ |
240,000 |
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Named
executive officer for fiscal years ending July 31, 2004 and 2005. |
| (2) |
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Named
executive officer for fiscal year ending July 31, 2005. |
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Named executive officer for fiscal year ending July 31, 2004.
Due to the fact that Mr. Stern is on a leave of absence from Intuit, his Fiscal 2005 bonus was
calculated pro rata based upon the period he was an active employee during Fiscal 2005. |
2
Approval of 2006 Intuit Inc. Performance Incentive Plan
On July 27, 2005, the Compensation Committee approved the Intuit Inc. Performance Incentive
Plan for the fiscal year ending July 31, 2006 (“Fiscal 2006”), a discretionary cash bonus plan. The
amount of a bonus award under the IPI for Fiscal 2006 will be based upon the employee’s bonus target, the
employee’s performance during Fiscal 2006, and the amount of the
aggregate bonus pool that is made
available for bonuses for Fiscal 2006. A copy of the IPI for Fiscal 2006 is attached to this
Report as Exhibit 10.1.
Performance Based Restricted Stock Units
On July 27, 2005, the Compensation Committee approved the grant on July 29, 2005 of a 50,000
share restricted stock unit (“RSU”) to Mr. Bennett under the Intuit Inc. 2005 Equity Incentive
Plan. Vesting of the RSU is subject to the achievement of performance goals established by the
Compensation Committee for Fiscal 2006, which include targets based upon both Intuit’s
net revenue and operating income for Fiscal 2006. If the performance goals for
Fiscal 2006 are achieved, the RSU will vest on July 29, 2008. If the performance goals for Fiscal
2006 are not achieved, the RSU will terminate without vesting. We will only issue vested shares to
Mr. Bennett. In the event of Mr. Bennett’s “Involuntary Termination” or “Termination without
Cause” (as defined in his July 30, 2003 Amended and Restated Employment Agreement (the “Employment
Agreement”)), the RSU will automatically vest as to a percentage of the total number of shares
subject to the RSU equal to his number of full months of service from the date of grant to the date
of termination of his employment divided by thirty-six months. In the event of Mr. Bennett’s
“Termination Following a Change in Control” (as defined in
his Employment Agreement), the RSU will
automatically vest as to 100% of the total number of shares subject
to the RSU.
3
CEO Annual Base Salary
On
July 27, 2005, the Compensation Committee increased
Mr. Bennett’s base salary to
$1,100,000 for Fiscal 2006.
Senior Vice President Relocation Benefit
On August 1, 2005, the Compensation Committee approved the terms of certain relocation benefit
payments to Brad Smith. As a result of Mr. Smith’s appointment as our Senior Vice
President/General Manager, QuickBooks, Mr. Smith was required to relocate from San Diego,
California to the San Francisco Bay Area. In connection with his relocation, we provided Mr. Smith with our
standard executive relocation package, enhanced to include a relocation allowance payment equal to
two month’s salary. Mr. Smith will also receive a mortgage subsidy in an amount not to
exceed $300,000. The mortgage subsidy will be paid in monthly installments over a period of five
years. The amount of the mortgage subsidy will be calculated based upon the interest that would be
payable by Mr. Smith on a 30-year fixed rate first mortgage on his new home assuming an interest
rate equal to 5%, 4%, 3%, 2% and 1% for the first, second, third, fourth and fifth year of the
mortgage, respectively. The mortgage subsidy will terminate upon the termination of Mr. Smith’s
employment for any reason. In addition, we will pay to the taxing authorities on Mr. Smith’s behalf an amount,
not to exceed $50,000, representing an income tax gross-up relating to a mortgage loan origination
payment. We also will pay to the taxing authorities on Mr. Smith’s behalf an amount, not to exceed
$60,000, representing an income tax gross-up relating to additional income taxes paid by Mr. Smith
as a result of our 2004 payment to Mr. Smith of the amount of his loss on the sale of his home in
Texas and the closing costs associated with that sale.
1996 Employee Stock Purchase Plan
On July 27, 2005, the Compensation Committee approved the amendment and restatement of our
1996 Employee Stock Purchase Plan extending the termination date of the plan from October 7, 2006
until July 27, 2015.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
| 10.01 |
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Intuit Inc. Performance Incentive Plan for Fiscal Year 2006 |
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| 10.02 |
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Form of CEO Restricted Stock Unit Award Agreement for fiscal
year ended July 31, 2005 (Performance-Based
Vesting)
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4
SIGNATURE
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.
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Intuit Inc. |
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Date: August 2, 2005
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By: /s/ Robert B. Henske
Robert B. (“Brad”) Henske
Senior Vice President and Chief Financial Officer |
5
EXHIBIT INDEX
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| Exhibit Number |
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Description |
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10.01
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Intuit Inc. Performance Incentive Plan for Fiscal Year 2006 |
10.02
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Form of CEO Restricted Stock Unit Award Agreement
for fiscal year ended July 31, 2005 (Performance-Based Vesting) |