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.