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
November 2, 2007
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
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(Commission File Number)
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(IRS Employer |
| of Incorporation)
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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 5.02. Departure of Directors or Certain Officers; Election of Directors, Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On November 2, 2007, the Compensation and Organizational Development Committee of Intuit’s Board of
Directors approved the appointment of R. Neil Williams as Senior Vice President and Chief Financial
Officer of Intuit. Mr. Williams will assume his new role at Intuit on January 7, 2008, replacing
Intuit’s current Chief Financial Officer, Kiran Patel, who will continue in his position as Senior
Vice President and General Manager of Intuit’s Consumer Tax Group.
Beginning in 2001, Mr. Williams, 54, served as Executive Vice President of Visa U.S.A., Inc., the
leading payments company in the U.S., and in 2004 became Chief Financial Officer, leading all
financial functions for the company and its subsidiaries. Mr. Williams also held the dual role of
Chief Financial Officer for Inovant LLC, Visa’s global IT organization responsible for global
transactions processing and technology development. Mr. Williams holds a bachelor’s degree in
business administration from the University of Southern Mississippi, and is a certified public
accountant.
Intuit has entered into an employment agreement with Mr. Williams dated November 2, 2007, with the
following terms:
Salary and Bonus. Mr. Williams will be paid an annual base salary of $550,000.
Mr. Williams is also eligible to receive a target annual bonus of 75% of his base salary in
accordance with the terms of Intuit’s Performance Incentive Plan, with a guaranteed minimum bonus
payment of $400,000 for fiscal 2008. Mr. Williams will also receive a first-year anniversary bonus
of $200,000 and a second-year anniversary bonus of $200,000, both of which are subject to pro rata
repayment in the event Mr. Williams leaves Intuit prior to his second and third anniversaries of
his start date, respectively.
Equity Awards. Mr. Williams will be granted a nonqualified stock option to purchase
100,000 shares of Intuit common stock on the seventh business day of February 2008. The exercise
price per share will be equal to the closing price of our common stock on the date of grant, and
the option will vest over three years, with 33 1/3% of the option shares vesting on the first
anniversary of Mr. Williams’ start date and the remaining option shares vesting monthly.
Mr. Williams will also be granted 30,000 restricted stock units on the seventh business day of
February 2008. The restricted stock units will vest and become issuable to Mr. Williams over three
years, with 50% of the restricted stock units vesting on February 1, 2010 and the remaining 50% of
the restricted stock units vesting on February 1, 2011. The stock options and restricted stock
units will be subject to the terms of the Intuit Inc. 2005 Equity Incentive Plan.
Separation Benefits. In the event of Mr. Williams’ termination following a change in
control of Intuit, his involuntary termination or termination without cause, Mr. Williams will be
eligible to receive (i) a single lump sum severance payment equal to 12 months of his then current
annual base salary and 100% of his target bonus for the then current fiscal year; and
(ii) immediate pro-rata acceleration of the vesting of the stock option and restricted stock units
noted above. The terms and conditions of these payments are described in the employment agreement.
The above description is qualified in its entirety by reference to Mr. Williams’
employment agreement which is filed as Exhibit 10.01 to this report on Form 8-K.
Item 9.01. Financial Statements and Exhibits. .
(d) Exhibits.
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| Exhibit No. |
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Description |
10.01
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Letter Regarding Terms of Employment by and between Intuit
Inc. and Mr. R. Neil Williams, dated November 2, 2007 |