8-KCorporate ChangesExhibits & Filings

INTUIT INC. 8-K Report, Bylaw Amendment (Apr 30, 2010)

Filed April 30, 2010For Securities:INTU

Summary

This 8-K filing from Intuit Inc. (INTU), dated April 30, 2010, details significant amendments to the company's corporate governance. The Board of Directors has updated the voting standard for director elections in uncontested situations from a plurality to a majority of votes cast. This means a director must receive more 'for' votes than 'against' votes to be elected. In conjunction with this change, Intuit has also adopted a policy requiring directors to submit advance, contingent, irrevocable resignations. These resignations can be accepted by the Board if a director is not re-elected by shareholders. The Nominating and Governance Committee will then review the resignation, and the Board will make a public decision on whether to accept it within 90 days of the election results. These changes are aimed at increasing shareholder accountability and director responsiveness.

Key Highlights

  • 1Intuit Inc. amended its Bylaws effective April 28, 2010, to change the director election voting standard.
  • 2The new voting standard for uncontested director elections is now a majority of votes cast, replacing the previous plurality standard.
  • 3A majority of votes cast means a director needs more 'for' votes than 'against' votes to be elected.
  • 4Directors must now submit advance, contingent, and irrevocable resignations.
  • 5The Board of Directors can accept a director's resignation if they are not re-elected by shareholders.
  • 6The Nominating and Governance Committee will review resignation offers and make recommendations to the Board.
  • 7The Board's decision on accepting a resignation will be disclosed publicly within 90 days of election results certification.

Frequently Asked Questions

The primary change is that in uncontested elections, directors must now receive a majority of the votes cast to be elected, rather than just a plurality (more votes than any other single candidate).

This means the number of shares voted in favor of a director must be greater than the number of shares voted against that director. Abstentions or broker non-votes do not count as votes cast for or against.

This policy is designed to enhance director accountability. If a director fails to receive majority support from shareholders in an uncontested election, the Board has the option to accept their resignation, ensuring responsiveness to shareholder sentiment.

The Nominating and Governance Committee will review the situation and make a recommendation to the full Board of Directors, which will then make the final decision and disclose it publicly.