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¨
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Preliminary Proxy Statement
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¨
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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þ
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Definitive Proxy Statement
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¨
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Definitive Additional Materials
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¨
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Soliciting Material under
§
240.14a-12
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þ
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No fee required.
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¨
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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¨
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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By order of the Board of Directors,
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![]() |
Laura A. Fennell
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Senior Vice President, General Counsel and Corporate
Secretary
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Page
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Page
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Amended and Restated 2005 Equity Incentive Plan
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Time and Date
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Thursday, January 23, 2014 at 8:00 a.m. Pacific Standard Time
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Place
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Intuit's offices at 2750 Coast Avenue, Building 6, Mountain View, California 94043
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Record Date
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November 25, 2013
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Voting
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Stockholders of Intuit as of the record date are entitled to vote. Each share of Intuit common stock is entitled to one vote for each director nominee and one vote for each of the proposals to be voted on.
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1.
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Election of
nine
directors
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2.
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Ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending
July 31, 2014
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3.
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Approval of the Amended and Restated 2005 Equity Incentive Plan
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4.
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Advisory vote to approve executive compensation
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5.
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Consideration of other matters that may properly come before the meeting
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Committee Memberships
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Name
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Age
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Director Since
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Occupation
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Experience/ Qualification
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Independent
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AC
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ARC
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CODC
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NGC
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Other Public Company Boards
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Christopher W. Brody
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69
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1993
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Chairman, Vantage Partners LLC
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Leadership, Finance, Industry
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X
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X
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C
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William V. Campbell
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73
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1994
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Chairman of the Board of Directors, Intuit Inc.
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Leadership, Industry
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Apple, Inc.; GSV Capital Corp.
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Scott D. Cook
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61
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1984
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Founder and Chairman of the Executive Committee, Intuit Inc.
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Leadership, Industry
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|
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eBay Inc.;
The Procter & Gamble Company
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Diane B. Greene
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58
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2006
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Former President and Chief Executive Officer, VMware, Inc.
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Leadership, Industry
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X
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X
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X
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Google, Inc.
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Edward A. Kangas
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69
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2007
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Non-Employee Chairman, Tenet Healthcare
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Industry, Global, Leadership
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X
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X
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C
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X
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Tenet Healthcare; Hovnanian Enterprises, Inc.;
United Technologies Corporation; IntelSat
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Committee Memberships
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Name
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Age
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Director Since
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Occupation
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Experience/ Qualification
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Independent
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AC
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ARC
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CODC
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NGC
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Other Public Company Boards
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Suzanne Nora Johnson
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56
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2007
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Former Vice-Chairman, The Goldman Sachs Group
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Leadership, Industry, Finance, Global
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X
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C
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X
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American International Group, Inc.; Pfizer Inc.; VISA Inc.
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Dennis D. Powell
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65
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2004
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Former Chief Financial Officer, Cisco Systems, Inc.
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Leadership, Industry, Finance
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X
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X
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C
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Applied Materials, Inc.; VMware, Inc.
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Brad D. Smith
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49
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2008
|
President and Chief Executive Officer, Intuit Inc.
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Leadership, Industry
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|
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Nordstrom, Inc.
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Jeff Weiner
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43
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2012
|
Chief Executive Officer, LinkedIn Corporation
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Leadership, Industry
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X
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X
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LinkedIn Corporation
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AC
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Acquisition Committee
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ARC
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Audit and Risk Committee
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CODC
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Compensation and Organizational Development Committee
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NGC
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Nominating and Governance Committee
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C
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Chair
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Attendance
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All director nominees, all of whom are current directors, attended at least 75% of the aggregate number of meetings of the Board and committees on which he or she sits.
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•
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the majority of our senior executive officer compensation is in the form of performance-based incentives, and 70% of equity incentive value is granted in the form of performance-based RSUs, which use a variety of measures, including performance versus three-year operating goals that reflect our strategic plan and relative total shareholder return compared to a peer group;
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•
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we do not provide special retirement benefits designed solely for executive officers;
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•
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we do not provide any excise tax “gross-up” payments if a severance payment is considered an excess parachute payment under U.S. tax laws;
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•
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we do not provide perquisites or other executive benefits based solely on rank;
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•
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we prohibit directors and executive officers from pledging Intuit stock and engaging in hedging transactions involving Intuit stock;
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•
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we have “clawback” provisions for performance-based equity awards; and
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•
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we have stock ownership guidelines for executive officers at the senior vice president level and above and non-employee directors, with the CEO guideline set at six times salary, the senior vice president level and above guideline set at one and a half times salary, and non-employee director guideline set at five times retainer.
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Name and Principal Position
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Salary
($)
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Bonus
($)
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Stock Awards
($)
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Option Awards
($)
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Non-Equity Incentive Plan Compensation
($)
|
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All Other Compensation
($)
|
|
Total
($)
|
|||||||
Brad D. Smith
President and Chief Executive Officer
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1,000,000
|
|
|
—
|
|
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8,759,665
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1,571,454
|
|
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1,120,000
|
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12,559
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12,463,678
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R. Neil Williams
Senior Vice President and Chief Financial Officer
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700,000
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|
|
—
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3,361,037
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597,040
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420,000
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15,040
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5,093,117
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Kiran M. Patel
Executive Vice President and General Manager, Small Business Group
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800,000
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|
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—
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—
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—
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1,440,000
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16,151
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2,256,151
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Laura A. Fennell
Senior Vice President, General Counsel and Corporate Secretary
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535,000
|
|
|
—
|
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2,532,760
|
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444,964
|
|
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278,200
|
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13,494
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|
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3,804,418
|
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Daniel R. Maurer
Senior Vice President and General Manager, Consumer Group
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620,000
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|
|
—
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2,543,816
|
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444,964
|
|
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372,000
|
|
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14,227
|
|
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3,995,007
|
|
Deadline for stockholder proposals or director nominees for inclusion in the proxy statement:
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July 30, 2014
|
Deadline for director nominees or other stockholder proposals to be properly brought at annual meeting (but not included in the proxy statement):
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No earlier than the close of business on October 10, 2014 and
no later than November 9, 2014
|
•
|
to elect
nine
directors nominated by the Board of Directors to hold office until the next annual meeting of stockholders or until their respective successors have been elected and qualified;
|
•
|
to ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending
July 31, 2014
;
|
•
|
to approve the Amended and Restated 2005 Equity Incentive Plan; and
|
•
|
to hold an advisory vote to approve executive compensation.
|
•
|
via the Internet at
www.proxyvote.com
(as described in the Notice of Internet Availability);
|
•
|
by phone (your Notice of Internet Availability provides information on how to access your proxy card, which contains instructions on how to vote by telephone); or
|
•
|
by requesting, completing and mailing in a paper proxy card, as outlined in the Notice of Internet Availability.
|
•
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the Board has adopted majority voting in uncontested elections of directors;
|
•
|
a majority of the board members are independent of Intuit and its management;
|
•
|
the independent members of the Board meet regularly without the presence of management;
|
•
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all members of the committees of the Board are independent;
|
•
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the charters of the committees of the Board clearly establish the committees' respective roles and responsibilities;
|
•
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Intuit has adopted a Code of Conduct & Ethics for employees that is monitored by Intuit's ethics office;
|
•
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Intuit's ethics office has a hotline available to all employees, and Intuit's Audit and Risk Committee has procedures in place to receive and process complaints regarding accounting, internal accounting controls, auditing and federal securities law matters, or violations of the Code of Conduct & Ethics and for employees to make confidential, anonymous complaints regarding accounting, auditing and federal securities law matters or violations of the Intuit's Code of Conduct & Ethics;
|
•
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Intuit has adopted a Code of Ethics that applies to all directors;
|
•
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Intuit's internal audit control function maintains critical oversight over the key areas of its business and financial processes and controls, and reports directly to Intuit's Audit and Risk Committee;
|
•
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Intuit has adopted stock ownership guidelines for its non-employee directors and executive officers at the senior vice president level and above (which requirements are described in the “Compensation Discussion and Analysis” of this proxy statement starting on page 25); and
|
•
|
the Board and its committees receive periodic updates on regulatory and other developments relevant to the Board from management and outside experts.
|
•
|
The Audit and Risk Committee has primary responsibility for overseeing our ERM program. The Chief Risk Officer reports on a quarterly basis to the Audit and Risk Committee on Intuit’s top risk areas and the progress of the ERM program. The Audit and Risk Committee also has oversight responsibilities with respect to particular risks such as financial management and fraud.
|
•
|
The Board’s other committees – Compensation and Organizational Development, Nominating and Governance, and Acquisition – oversee risks associated with their respective areas of responsibility. The Compensation and Organizational Development Committee considers the risks associated with our compensation policies and practices for executives and employees generally. The Nominating and Governance Committee considers risks associated with corporate governance and overall board effectiveness, including recruiting appropriate Board members. The Acquisition Committee considers risks associated with Intuit’s merger and acquisition activities and the strategy and business models of acquisition candidates.
|
•
|
At each quarterly Board meeting, members of each committee provide a report to the full Board covering the committee’s risk oversight and other activities. The full Board receives an annual update from the Chief Risk Officer regarding the top enterprise-wide risks. The full Board also considers and provides oversight of specific strategic risks, including those relating to Intuit's business models and inorganic growth strategy. The Board also receives detailed reports at quarterly Board meetings from the Chief Executive Officer and the heads of our principal business units, which include discussions of the risks involved in their respective areas of responsibility. The senior management team also informs the Board routinely of developments that could affect our risk profile or other aspects of our business.
|
Director
|
|
Acquisition Committee
|
|
Audit and Risk Committee
|
|
Compensation and Organizational Development Committee
|
|
Nominating and Governance Committee
|
Christopher W. Brody
|
|
|
|
|
|
X
|
|
Chair
|
William V. Campbell
|
|
|
|
|
|
|
|
|
Scott D. Cook
|
|
|
|
|
|
|
|
|
Diane B. Greene
|
|
|
|
X
|
|
|
|
X
|
Edward A. Kangas
|
|
X
|
|
|
|
Chair
|
|
X
|
Suzanne Nora Johnson
|
|
Chair
|
|
X
|
|
|
|
|
Dennis D. Powell
|
|
X
|
|
Chair
|
|
|
|
|
Brad D. Smith
|
|
|
|
|
|
|
|
|
Jeff Weiner
|
|
|
|
|
|
X
|
|
|
Director Name
|
|
Fees Earned or Paid in Cash ($)
|
|
Stock Awards ($)(1)
|
|
All Other Compensation ($)
|
|
Total ($)
|
|||||||
Christopher W. Brody
|
|
102,500
|
|
|
|
260,005
|
|
|
|
—
|
|
|
|
362,505
|
|
William V. Campbell
|
|
240,000
|
|
(2)
|
|
260,005
|
|
|
|
—
|
|
|
|
500,005
|
|
Scott D. Cook
|
|
—
|
|
|
|
—
|
|
|
|
801,714
|
|
(3)
|
|
801,714
|
|
Diane B. Greene
|
|
85,000
|
|
|
|
260,005
|
|
|
|
—
|
|
|
|
345,005
|
|
Edward A. Kangas
|
|
117,500
|
|
|
|
260,005
|
|
|
|
—
|
|
|
|
377,505
|
|
Suzanne Nora Johnson
|
|
107,500
|
|
|
|
260,005
|
|
|
|
—
|
|
|
|
367,505
|
|
Dennis D. Powell
|
|
122,500
|
|
|
|
260,005
|
|
|
|
—
|
|
|
|
382,505
|
|
Jeff Weiner
|
|
75,000
|
|
(4)
|
|
260,005
|
|
|
|
—
|
|
|
|
335,005
|
|
(1)
|
These amounts represent the aggregate grant date fair value of restricted stock units (“RSUs”) granted during fiscal
2013
, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, “Compensation – Stock Compensation,” (“FASB ASC Topic 718”), assuming no forfeitures. Please see the “Equity Grants to Directors During Fiscal Year
2013
” and “Outstanding Equity Awards for Directors at Fiscal Year-End
2013
(Exercisable and Unexercisable)” tables for information regarding the grant date fair value of RSUs granted during the fiscal year and the number of awards outstanding for each director at the end of the fiscal year.
|
(2)
|
This amount represents a stipend paid to Mr. Campbell for his role as a member and Non-Executive Chairman of the Board, in accordance with the compensation program adopted by the Board which became effective in January 2012.
|
(3)
|
Mr. Cook is an employee of Intuit; thus, he is not compensated as a director. Mr. Cook’s compensation represents an annual salary of
$525,000
; an incentive bonus of
$273,000
awarded for service in fiscal
2013
; and premiums for Intuit’s Executive Long-Term Disability Plan of
$3,714
. Mr. Cook did not receive any equity awards from Intuit during fiscal
2013
.
|
(4)
|
Upon joining the Intuit Board in April 2012, Mr. Weiner elected to receive fees due him for the first three quarters of his service on the Board in RSUs, in accordance with Intuit's Director Compensation Program
.
The amount in the table includes the fair value of 324 shares that were granted to Mr. Weiner on April 27, 2012 and vested on October 17, 2012.
|
|
|
Stock Awards
|
||||||
Director Name
|
|
Grant Date
|
|
Shares Subject to Award (#)
|
|
Grant Date Fair Value
($)(1)
|
||
Christopher W. Brody
|
|
1/18/2013
|
|
4,083
|
|
(2)
|
260,005
|
|
William V. Campbell
|
|
1/18/2013
|
|
4,083
|
|
(3)
|
260,005
|
|
Scott D. Cook
|
|
|
|
—
|
|
|
—
|
|
Diane B. Greene
|
|
1/18/2013
|
|
4,083
|
|
(2)
|
260,005
|
|
Edward A. Kangas
|
|
1/18/2013
|
|
4,083
|
|
(2)
|
260,005
|
|
Suzanne Nora Johnson
|
|
1/18/2013
|
|
4,083
|
|
(2)
|
260,005
|
|
Dennis D. Powell
|
|
1/18/2013
|
|
4,083
|
|
(2)
|
260,005
|
|
Jeff Weiner
|
|
1/18/2013
|
|
4,083
|
|
(2)
|
260,005
|
|
(1)
|
These amounts represent the aggregate grant date fair value of these awards computed in accordance with FASB ASC Topic 718 assuming no forfeitures. The grant date fair value of these awards is equal to the closing market price of Intuit's common stock on the date of grant. See Intuit's Annual Report on Form 10-K for the fiscal year ended July 31, 2013 for more information on the valuation of RSUs.
|
(2)
|
Annual Non-Employee Board Member grant which, subject to the director's continued service, vests as to 100% of the shares on January 1,
2014
.
|
(3)
|
Annual Chairman of the Board grant which, subject to the director's continued service, vests as to 100% of the shares on January 1,
2014
.
|
|
|
Aggregate Shares
Subject to Outstanding
|
||||
Director Name
|
|
Stock
Awards (#)
|
|
Option
Awards (#)
|
||
Christopher W. Brody
|
|
11,444
|
|
(1)
|
200,000
|
|
William V. Campbell
|
|
8,637
|
|
(2)
|
—
|
|
Scott D. Cook
|
|
—
|
|
|
—
|
|
Diane B. Greene
|
|
11,073
|
|
(3)
|
90,000
|
|
Edward A. Kangas
|
|
12,978
|
|
(4)
|
132,500
|
|
Suzanne Nora Johnson
|
|
8,637
|
|
(5)
|
150,000
|
|
Dennis D. Powell
|
|
8,637
|
|
(6)
|
80,000
|
|
Jeff Weiner
|
|
10,017
|
|
(7)
|
—
|
|
Position
|
|
Annual Amount ($)
|
|
Non-Employee Board Member
|
|
60,000
|
|
Members of each of Audit and Risk Committee, Acquisition Committee, and Compensation and Organizational Development Committee
|
|
15,000
|
|
Members of the Nominating and Governance Committee
|
|
10,000
|
|
Audit and Risk Committee Chair*
|
|
32,500
|
|
Acquisition Committee, Compensation and Organizational Development Committee, and Nominating and Governance Committee Chairs*
|
|
17,500
|
|
Board Position
|
|
Fixed Amount of Award ($)
|
|
Non-Employee Board Member and Chairman (annual grant)
|
|
260,000
|
|
New Board Member (additional grant upon joining Board)
|
|
75,000
|
|
•
|
Each Named Executive Officer (defined on page 25),
|
•
|
Each director and nominee,
|
•
|
All current directors, nominees and executive officers as a group, and
|
•
|
Each stockholder beneficially owning more than 5% of our common stock.
|
Name of Beneficial Owner
|
|
Amount and Nature of Beneficial Ownership (#)
|
|
Percent of Class (%)
|
||
Directors and Executive Officers:
|
|
|
|
|
|
|
Scott D. Cook(1)
|
|
13,201,868
|
|
|
4.64
|
%
|
Brad D. Smith(2)
|
|
925,606
|
|
|
*
|
|
R. Neil Williams(3)
|
|
83,794
|
|
|
*
|
|
Kiran M. Patel
|
|
61,149
|
|
|
*
|
|
Laura A. Fennell(4)
|
|
51,384
|
|
|
*
|
|
Daniel R. Maurer(5)
|
|
218,820
|
|
|
*
|
|
Christopher W. Brody(6)
|
|
397,642
|
|
|
*
|
|
William V. Campbell(7)
|
|
88,559
|
|
|
*
|
|
Diane B. Greene(8)
|
|
109,447
|
|
|
*
|
|
Edward A. Kangas(9)
|
|
111,395
|
|
|
*
|
|
Suzanne Nora Johnson(10)
|
|
170,291
|
|
|
*
|
|
Dennis D. Powell(11)
|
|
101,240
|
|
|
*
|
|
Jeff Weiner(12)
|
|
4,382
|
|
|
*
|
|
All current directors and executive officers as a group (15 people)(13)
|
|
15,679,118
|
|
|
5.47
|
%
|
Other 5% Stockholders:
|
|
|
|
|
|
|
BlackRock, Inc.(14)
|
|
16,418,092
|
|
|
5.77
|
%
|
*
|
|
Indicates ownership of 1% or less.
|
(1)
|
Represents
13,201,868
shares held by trusts, of which Mr. Cook is a trustee.
|
(2)
|
Includes
700,966
shares issuable upon exercise of options and upon settlement of vested restricted stock units held by Mr. Smith and 84,918 shares held by a family trust, of which Mr. Smith is a trustee.
|
(3)
|
Includes
77,728
shares issuable upon exercise of options and upon settlement of vested restricted stock units held by Mr. Williams.
|
(4)
|
Includes
42,535
shares issuable upon exercise of options and upon settlement of vested restricted stock units held by Ms. Fennell.
|
(5)
|
Includes
201,812
shares issuable upon exercise of options and upon settlement of vested restricted stock units held by Mr. Maurer.
|
(6)
|
Includes
154,861
shares issuable upon exercise of options and upon settlement of vested restricted stock units held by Mr. Brody.
|
(7)
|
Includes
4,554
shares issuable upon settlement of vested restricted stock units held by Mr. Campbell.
|
(8)
|
Includes
96,990
shares issuable upon exercise of options and upon settlement of vested restricted stock units held by Ms. Greene.
|
(9)
|
Represents
111,395
shares issuable upon exercise of options and upon settlement of vested restricted stock units held by Mr. Kangas.
|
(10)
|
Includes
154,554
shares issuable upon exercise of options and upon settlement of vested restricted stock units held by Ms. Nora Johnson.
|
(11)
|
Includes
84,554
shares issuable upon exercise of options and upon settlement of vested restricted stock units held by Mr. Powell.
|
(12)
|
Represents
4,382
shares issuable upon settlement of vested restricted stock units held by Mr. Weiner.
|
(13)
|
Includes
1,782,582
shares issuable upon exercise of options and upon settlement of vested restricted stock units. Represents shares and options held by the 13 individuals in the table, plus an additional
5,290
outstanding shares and
148,251
shares issuable upon exercise of options and upon settlement of vested restricted stock units held by other executive officers.
|
(14)
|
Ownership information for BlackRock, Inc. (“BlackRock”) is based on a Schedule 13G/A filed with the SEC by BlackRock, reporting ownership as of December 31,
2012
. BlackRock reported sole voting power and sole dispositive power as to
16,418,092
shares. The address of BlackRock is 40 East 52nd Street, New York, New York 10022.
|
•
|
Brad D. Smith, President and Chief Executive Officer
|
•
|
R. Neil Williams, Senior Vice President and Chief Financial Officer
|
•
|
Kiran M. Patel, Executive Vice President and General Manager, Small Business Group
|
•
|
Laura A. Fennell, Senior Vice President, General Counsel and Corporate Secretary
|
•
|
Daniel R. Maurer, Senior Vice President and General Manager, Consumer Group
|
•
|
Revenue for our Small Business Group increased 16% for the year, and within the Small Business Group, revenue for Financial Management Solutions grew 20% in fiscal 2013;
|
•
|
Intuit's shift to connected services continued to gain traction with connected services representing 64% of Intuit's revenue in fiscal 2013, up from 61% in the last year;
|
•
|
Our Consumer Tax business, which includes our TurboTax online and desktop offerings, continued to expand margins while delivering 4% revenue growth for fiscal 2013;
|
•
|
Intuit continued its disciplined financial strategy, focusing on cash management and maintaining a strong balance sheet; and
|
•
|
Our employee engagement scores remained at best-in-class levels, the Company remained in the top 25 in Fortune's “Top 100 Places to Work” survey, and the Company improved customer satisfaction scores in most of its businesses.
|
•
|
The majority of our senior executive officer compensation is in the form of performance-based incentives, and 70% of equity incentive value is granted in the form of performance-based RSUs, which use a variety of measures, including performance versus three-year operating goals that reflect our strategic plan and relative TSR compared to a peer group;
|
•
|
We do not provide special retirement benefits designed solely for executive officers;
|
•
|
We do not provide any excise tax “gross-up” payments in the event that a severance payment is considered an excess parachute payment under U.S. tax laws;
|
•
|
We do not provide perquisites or other executive benefits based solely on rank;
|
•
|
We prohibit directors and executive officers from pledging Intuit stock and engaging in hedging transactions involving Intuit stock;
|
•
|
We have “clawback” provisions for performance-based equity awards; and
|
•
|
We have stock ownership guidelines for executive officers at the senior vice president level and above and non-employee directors, with the CEO guideline set at six times his base salary.
|
•
|
compensate our executives based on both overall Company performance and individual employee performance;
|
•
|
help achieve our corporate growth strategy;
|
•
|
acquire, retain and motivate talented executives with proven experience; and
|
•
|
have a greater portion of Named Executive Officer pay tied to short- and long-term incentive programs than most other Intuit employees, because they lead our key business units or functions and thus have the ability to directly influence overall company performance.
|
Component of Compensation
|
|
Primary Purpose
|
|
|
|
Base Salary
|
|
Provide the security of a competitive fixed cash payment for services rendered
|
Annual Bonus
|
|
Reward achievement of annual company financial performance and individual strategic and operational objectives
|
Stock Options
(time-based vesting)
|
|
Retain and motivate executives to build stockholder value over the life of the option, since options deliver value only if Intuit’s stock price appreciates after grant
|
Restricted Stock Units
(time-based vesting)
|
|
Retain executives and provide alignment with shareholders' interests during the vesting term
|
Restricted Stock Units
(3-year performance goals)
|
|
Retain executives and reward achievement of 3-year revenue and operating income growth goals that align with the Company's strategic plan
|
Restricted Stock Units
(3-year relative Total Shareholder Return)
|
|
Retain executives and reward them for performance of Intuit’s 3-year stockholder return relative to similar alternative investments
|
•
|
25% of each employee's bonus is based on overall Company performance against specific revenue and operating income targets; and
|
•
|
75% of each employee's bonus is based on individual performance, in the context of each employee's business unit or functional group results.
|
Measure
|
|
Revenue Growth
|
|
Non-GAAP Operating Income Growth
|
|
Total
|
||||
|
|
|
|
|
|
|
|
|
|
|
Weighting
|
|
50%
|
+
|
50%
|
=
|
100%
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Baseline
|
|
|
|
|
|
|
|
|
|
|
Company
|
|
|
|
|
Bonus
|
|
FY13
|
|
Bonus
|
|
Performance
|
|
|
FY13
|
|
Payout
|
|
Operating
|
|
Payout
|
|
Component
|
|
|
Revenue
|
|
as a Percent
|
|
Income
|
|
as a Percent
|
|
as a Percent
|
|
|
Growth
|
|
of Target*
|
|
Growth
|
|
of Target*
|
|
of Target(1)
|
Maximum
|
|
16.4%
|
|
150%
|
|
19.2%
|
|
150%
|
|
150%
|
|
|
15.3%
|
|
133%
|
|
17.9%
|
|
133%
|
|
133%
|
|
|
14.2%
|
|
117%
|
|
16.6%
|
|
117%
|
|
117%
|
Target
|
|
13.1%
|
|
100%
|
|
15.3%
|
|
100%
|
|
100%
|
|
|
12.1%
|
|
95%
|
|
14.2%
|
|
95%
|
|
95%
|
|
|
11.1%
|
|
90%
|
|
13.0%
|
|
90%
|
|
90%
|
|
|
|
|
|
|
8.7%
|
|
60%
|
|
63%
|
Actual
|
|
9.5%
|
|
77.1%
|
|
7.5%
|
|
52.1%
|
|
64.6%
|
|
|
7.4%
|
|
60%
|
|
|
|
|
|
|
|
|
3.7%
|
|
30%
|
|
4.3%
|
|
30%
|
|
32%
|
Threshold
|
|
—%
|
|
—%
|
|
—%
|
|
—%
|
|
—%
|
•
|
Employee engagement scores remained at best-in-class levels, as measured by an independent third party;
|
•
|
Maintained high ranking on Fortune magazine's “Great Place to Work” survey;
|
•
|
Ranked #3 on Fortune magazine's “Most Admired Software Company” survey;
|
•
|
Held or gained share in most major product lines;
|
•
|
Significantly increased the number of active mobile users and applications;
|
•
|
Achieved strong growth in certain areas, notably in the Small Business Group, despite certain business units not meeting expectations; and
|
•
|
Continued to grow stock price.
|
Executive
|
|
Base Salary
|
|
Bonus Target (%)
|
|
Bonus Target
|
|
Performance Components
|
|
Actual Payout Percentages for Each Component
|
|
Actual Cash Bonus Payment
|
||||||||
Brad D. Smith
|
|
$
|
1,000,000
|
|
|
140
|
%
|
|
$
|
1,400,000
|
|
|
Company (25%)
|
|
80
|
%
|
|
$
|
280,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Individual (75%)
|
|
80
|
%
|
|
840,000
|
|
|||
Total
|
|
|
|
|
|
|
|
|
|
|
Combined (100%)
|
|
80
|
%
|
|
$
|
1,120,000
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
R. Neil Williams
|
|
$
|
700,000
|
|
|
75
|
%
|
|
$
|
525,000
|
|
|
Company (25%)
|
|
80
|
%
|
|
$
|
105,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Individual (75%)
|
|
80
|
%
|
|
315,000
|
|
|||
Total
|
|
|
|
|
|
|
|
|
|
|
Combined (100%)
|
|
80
|
%
|
|
$
|
420,000
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Kiran M. Patel
|
|
$
|
800,000
|
|
|
100
|
%
|
|
$
|
800,000
|
|
|
Company (25%)
|
|
80
|
%
|
|
$
|
160,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Individual (75%)
|
|
213
|
%
|
|
1,280,000
|
|
|||
Total
|
|
|
|
|
|
|
|
|
|
|
Combined (100%)
|
|
180
|
%
|
|
$
|
1,440,000
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Laura A. Fennell
|
|
$
|
535,000
|
|
|
65
|
%
|
|
$
|
347,750
|
|
|
Company (25%)
|
|
80
|
%
|
|
$
|
69,550
|
|
|
|
|
|
|
|
|
|
Individual (75%)
|
|
80
|
%
|
|
208,650
|
|
||||||
Total
|
|
|
|
|
|
|
|
Combined (100%)
|
|
80
|
%
|
|
$
|
278,200
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Daniel R. Maurer
|
|
$
|
620,000
|
|
|
75
|
%
|
|
$
|
465,000
|
|
|
Company (25%)
|
|
80
|
%
|
|
$
|
93,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Individual (75%)
|
|
80
|
%
|
|
279,000
|
|
|||
Total
|
|
|
|
|
|
|
|
|
|
|
Combined (100%)
|
|
80
|
%
|
|
$
|
372,000
|
|
•
|
Revenue growth
|
•
|
Non-GAAP operating income growth
|
•
|
Leadership results
|
◦
|
Enhance the engineering culture by engaging and empowering product, design, and technology talent to develop and deliver great products and network effect platforms
|
◦
|
Uphold the highest customer experience results, focusing on the end to end experience including customer care as measured by net promoter scores
|
◦
|
Build durable advantage in Intuit's operating infrastructure including a multi-year IT and technology roadmap that increases effectiveness and efficiency
|
◦
|
Cultivate an innovative culture where teams apply "lean start-up" principles to improve existing and/or build new products that are valued by customers
|
◦
|
Develop a systemic process for identifying and capitalizing on inorganic opportunities to strengthen Intuit's talent, technology and revenue trajectory
|
◦
|
Maintain rigorous talent management efforts (hiring, retention and development, with specific focus on attracting and retaining technical talent)
|
◦
|
Maintain high employee satisfaction scores in a highly competitive labor market (as measured through independent annual survey and related actions)
|
◦
|
Develop a collaborative work environment that empowers individuals at all levels to contribute and execute effectively
|
•
|
Long-term strategic plan for Intuit that accelerates our growth track
|
◦
|
Articulate a long-term vision (10 years) and strategic plan (3-5 years) for the Company
|
◦
|
Demonstrate progress against 3-year plans for each major business unit
|
◦
|
Execute on strategic plans for growth
|
•
|
Multi-year leadership strategy and progress
|
◦
|
Management growth and succession plans; strong business leaders and pipeline; hiring and retention of key technical talent
|
◦
|
Trend for employee engagement results (annual survey and related actions); addressing any specific issues which arise
|
◦
|
Trend for customer experience results as measured by customer satisfaction scores
|
|
|
|
|
Value at Target
|
|
|
|
|
|
|
|
|
|
70%
|
|
50% 3-Year Operating Performance RSUs (35% of Total)
|
|
$350,000
|
|
100% fair market value at grant
|
Performance
|
|
|
|
|
|
|
Vested
|
|
50% Relative 3-Year TSR
RSUs (35% of Total) |
|
$350,000
|
|
Grant date fair value estimated using Monte Carlo model
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30%
|
|
50% Options (15% of Total)
|
|
$150,000
|
|
Value based on FASB ASC 718 expense
|
Time
|
|
|
|
|
|
|
Vested
|
|
50% RSUs (15% of Total)
|
|
$150,000
|
|
100% fair market value at grant
|
|
|
|
|
Performance-Based Awards
|
|
Time-Based Awards
|
||||||||||
|
|
|
|
Target # of RSUs
|
|
# of RSUs/Stock Options
|
||||||||||
|
|
|
|
Operating
|
|
Relative
|
|
|
|
|
||||||
|
|
|
|
Performance
|
|
TSR
|
|
|
|
|
||||||
|
|
Value-Based Equity
|
|
RSUs
|
|
RSUs
|
|
RSUs
|
|
Stock Options
|
||||||
Name
|
|
Guideline
|
|
(35% of value)
|
|
(35% of value)
|
|
(15% of value)
|
|
(15% of value)
|
||||||
Brad D. Smith
|
|
$
|
10,500,000
|
|
|
57,000
|
|
|
61,500
|
|
|
24,500
|
|
|
139,500
|
|
R. Neil Williams
|
|
$
|
4,000,000
|
|
|
21,500
|
|
|
23,500
|
|
|
9,000
|
|
|
53,000
|
|
Kiran M. Patel
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Laura A. Fennell
|
|
$
|
3,000,000
|
|
|
16,000
|
|
|
17,500
|
|
|
7,000
|
|
|
39,500
|
|
Daniel R. Maurer
|
|
$
|
3,000,000
|
|
|
16,000
|
|
|
17,500
|
|
|
7,000
|
|
|
39,500
|
|
Measure
|
|
Revenue Growth (CAGR)
|
|
GAAP Op Income Growth (CAGR)
|
|
Total (2)
|
|||||||||
Weighting
|
|
50%
|
+
|
50%
|
=
|
100%
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
Percent of Target Achieved
|
|
Payout as a Percent of Target(1)
|
+
|
Percent of Target Achieved
|
|
Payout as a Percent of Target(1)
|
=
|
Payout as a Percent of Target
|
|||||
Maximum
|
|
120
|
%
|
|
200
|
%
|
|
120
|
%
|
|
200
|
%
|
|
200
|
%
|
Target
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
70
|
%
|
|
90
|
%
|
|
70
|
%
|
|
90
|
%
|
|
90
|
%
|
|
|
53
|
%
|
|
68
|
%
|
|
53
|
%
|
|
68
|
%
|
|
68
|
%
|
Threshold
|
|
0%
|
|
|
0%
|
|
|
0%
|
|
|
0%
|
|
|
0%
|
|
(1)
|
Linear interpolation between defined points.
|
(2)
|
Total Column is an example only, which illustrates the potential percentage of Operating Performance RSUs vesting based on achieving comparable levels of revenue growth and GAAP operating income growth.
|
|
|
3-Year TSR
Percentile
Rank(1)
|
|
Shares Earned
as a Percent
of Target(2)
|
||
Maximum
|
|
100
|
|
|
200
|
%
|
Target
|
|
60
|
|
|
100
|
%
|
Threshold
|
|
30
|
|
|
—
|
%
|
(1)
|
Linear interpolation between defined points.
|
(2)
|
Payouts capped at 100% if absolute 3-year TSR is negative.
|
Relative TSR Peer Companies
|
||||
Activision Blizzard, Inc.
|
|
Facebook, Inc.
|
|
Red Hat
|
Adobe Systems Incorporated
|
|
Fidelity National Info Services, Inc.
|
|
SAIC, Inc.
|
Akamai Technologies, Inc.
|
|
Fiserv, Inc.
|
|
Salesforce.com, Inc.
|
Alliance Data Systems Corporation
|
|
Gartner, Inc.
|
|
Symantec Corporation
|
Autodesk, Inc.
|
|
Genpact Limited Common Stock
|
|
Synopsys, Inc.
|
Automatic Data Processing, Inc.
|
|
Global Payments Inc.
|
|
Teradata
|
BMC Software, Inc.
|
|
H&R Block, Inc.
|
|
Tibco Software
|
CA, Inc.
|
|
IAC/InterActiveCorp
|
|
Total System Services, Inc.
|
Cadence Design Systems, Inc.
|
|
Jack Heny & Associates Inc.
|
|
Vantiv, Inc.
|
Citrix Systems, Inc.
|
|
LinkedIn Corporation
|
|
Verisign, Inc.
|
Cognizant Technology Solutions
|
|
Mastercard Incorporated
|
|
VMware, Inc.
|
Computer Sciences Corporation
|
|
Nuance Communications, Inc.
|
|
The Western Union Company
|
eBay, Inc.
|
|
Open Text Corporation
|
|
Yahoo! Inc.
|
Electronic Arts, Inc.
|
|
Paychex, Inc.
|
|
|
Equinix, Inc.
|
|
Rackspace Hosting
|
|
|
Measure
|
|
Revenue Growth (CAGR)
|
|
GAAP Operating Income Growth (CAGR)
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighting
|
|
50%
|
+
|
50%
|
=
|
100%
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FY11-FY13
|
|
|
|
|
|
|
|
|
FY11-FY13
|
|
Percent
|
|
Payout as
|
|
Operating
|
|
Percent
|
|
Payout as
|
|
Payout as
|
|
|
Revenue
|
|
of Target
|
|
a Percent
|
|
Income
|
|
of Target
|
|
a Percent
|
|
a Percent
|
|
|
Growth
|
|
Achieved
|
|
of Target
|
|
Growth
|
|
Achieved
|
|
of Target
|
|
of Target
|
Maximum
|
|
20.0%
|
|
157%
|
|
160%
|
|
25.0%
|
|
134%
|
|
160%
|
|
160%
|
|
|
18.2%
|
|
143%
|
|
145%
|
|
23.4%
|
|
125%
|
|
145%
|
|
145%
|
|
|
16.4%
|
|
129%
|
|
130%
|
|
21.9%
|
|
117%
|
|
130%
|
|
130%
|
|
|
14.5%
|
|
114%
|
|
115%
|
|
20.3%
|
|
108%
|
|
115%
|
|
115%
|
Target
|
|
12.7%
|
|
100%
|
|
100%
|
|
18.7%
|
|
100%
|
|
100%
|
|
100%
|
|
|
10.6%
|
|
83%
|
|
90%
|
|
16.4%
|
|
87%
|
|
90%
|
|
90%
|
|
|
|
|
|
|
|
|
14.0%
|
|
75%
|
|
80%
|
|
80%
|
Actual
|
|
9.8%
|
|
77.2%
|
|
86%
|
|
11.0%
|
|
58.8%
|
|
63%
|
|
74.5%
|
|
|
8.5%
|
|
67%
|
|
80%
|
|
|
|
|
|
|
|
|
|
|
6.4%
|
|
50%
|
|
60%
|
|
10.5%
|
|
56%
|
|
60%
|
|
60%
|
|
|
4.3%
|
|
33%
|
|
40%
|
|
7.0%
|
|
37%
|
|
40%
|
|
40%
|
|
|
2.1%
|
|
17%
|
|
20%
|
|
3.5%
|
|
19%
|
|
20%
|
|
20%
|
Threshold
|
|
—%
|
|
—%
|
|
—%
|
|
—%
|
|
—%
|
|
—%
|
|
—%
|
|
Intuit's TSR Percentile Rank
|
Payout as Percent of Target
|
Maximum
|
100.0
|
160%
|
|
95.0
|
152.5%
|
|
90.0
|
145%
|
|
85.0
|
137.5%
|
|
80.0
|
130%
|
|
75.0
|
122.5%
|
|
70.0
|
115%
|
|
65.0
|
107.5%
|
Target
|
60.0
|
100%
|
|
55.0
|
83.3%
|
|
50.0
|
66.7%
|
Actual
|
48.6
|
62.2%
|
|
45.0
|
50%
|
|
40.0
|
33.3%
|
|
35.0
|
16.7%
|
Threshold
|
30.0
|
—%
|
Name
|
|
2010 Operating Performance RSUs Vested
|
|
2010 Relative TSR RSUs Vested
|
|
Total 2010 RSUs Vested
|
|
Total 2010 Target RSUs
|
||||
Brad D. Smith
|
|
49,036
|
|
|
40,941
|
|
|
89,977
|
|
|
131,640
|
|
R. Neil Williams
|
|
14,424
|
|
|
12,042
|
|
|
26,466
|
|
|
38,720
|
|
Kiran M. Patel
|
|
24,518
|
|
|
20,471
|
|
|
44,989
|
|
|
65,820
|
|
Laura A. Fennell
|
|
9,376
|
|
|
7,828
|
|
|
17,204
|
|
|
25,170
|
|
Daniel R. Maurer
|
|
14,424
|
|
|
12,042
|
|
|
26,466
|
|
|
38,720
|
|
Criteria for Fiscal 2013 Peer Group
|
|
Characteristics
|
Relevant Business Lines
|
|
All are in GICS code 4510 (software and services), except for H&R Block, which is a direct business competitor and NetApp, which is a local talent peer.
|
Comparable Pay Models
|
|
All members of peer group use mix of base salary, annual cash awards and some form of equity grant to executives. None of the members of the peer group have large defined benefit or similar retirement offerings as part of their ongoing executive compensation programs.
|
Size
|
|
Peer companies were selected in order to remain within a range of similar revenue between 0.4 and 2.5x and company market-capitalization value between 0.33 and 3.0x, subject to reasonable exceptions for direct business competitors and internal talent peers.
|
Year-over-Year Continuity
|
|
No companies were removed from the list in fiscal 2013, and two public companies that met the objective size and industry criteria (Alliance Data Systems and Equinix) and three talent peers (NetApp, eBay and Facebook) were added to the list.
|
2013 Compensation Peer Companies
|
||
Activision Blizzard, Inc.
|
|
Fiserv, Inc.
|
Adobe Systems, Inc.
|
|
H&R Block, Inc.
|
Alliance Data Systems Corporation
|
|
Mastercard Incorporated
|
Autodesk, Inc.
|
|
NetApp, Inc.
|
BMC Software, Inc.
|
|
Paychex, Inc.
|
CA, Inc.
|
|
Salesforce.com, Inc.
|
Citrix Systems, Inc.
|
|
Symantec Corporation
|
Cognizant Technology Solutions Corporation
|
|
Teradata
|
eBay Inc.
|
|
VMware, Inc.
|
Electronic Arts, Inc.
|
|
The Western Union Company
|
Equinix, Inc.
|
|
Yahoo! Inc.
|
Facebook, Inc.
|
|
|
Executive Level
|
|
Maximum Number of
Matching RSUs
|
Director
|
|
300 RSUs
|
Vice President
|
|
750 RSUs
|
Executive and Senior Vice President
|
|
1,500 RSUs
|
Chief Executive Officer
|
|
3,000 RSUs
|
|
|
Stock Ownership Requirement
|
Role
|
|
Minimum
Ownership
Requirement
|
Chief Executive Officer
|
|
6x base salary
|
Executive Vice President or Senior Vice President with base salary of $500,000 or more
|
|
1.5x base salary
|
Board members
|
|
5x standard annual Board retainer ($300,000)
|
Name and Principal Position
|
|
Fiscal Year
|
|
Salary
($)
|
|
Bonus
($)
|
|
Stock Awards
($)(2)
|
|
Option Awards
( $)(3)
|
|
Non-Equity Incentive Plan Compensation
($)(4)
|
|
All Other Compensation
($)
|
|
Total
($)
|
|||||||||||
Brad D. Smith
|
|
2013
|
|
|
1,000,000
|
|
(1)
|
|
—
|
|
|
8,759,665
|
|
|
1,571,454
|
|
|
1,120,000
|
|
|
|
12,559
|
|
(6)
|
|
12,463,678
|
|
President and Chief
|
|
2012
|
|
|
975,000
|
|
|
|
—
|
|
|
8,320,578
|
|
|
1,608,698
|
|
|
1,647,750
|
|
|
|
12,559
|
|
|
|
12,564,585
|
|
Executive Officer
|
|
2011
|
|
|
950,000
|
|
|
|
—
|
|
|
7,514,292
|
|
|
1,303,378
|
|
|
1,852,500
|
|
|
|
12,819
|
|
|
|
11,632,989
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
R. Neil Williams
|
|
2013
|
|
|
700,000
|
|
|
|
—
|
|
|
3,361,037
|
|
|
597,040
|
|
|
420,000
|
|
(5)
|
|
15,040
|
|
(6)
|
|
5,093,117
|
|
Senior Vice President and
|
|
2012
|
|
|
675,000
|
|
|
|
—
|
|
|
2,537,885
|
|
|
417,083
|
|
|
544,219
|
|
|
|
13,714
|
|
|
|
4,187,901
|
|
Chief Financial Officer
|
|
2011
|
|
|
625,000
|
|
|
|
—
|
|
|
2,372,879
|
|
|
339,724
|
|
|
621,002
|
|
|
|
14,725
|
|
|
|
3,973,330
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Kiran M. Patel
|
|
2013
|
|
|
800,000
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,440,000
|
|
|
|
16,151
|
|
(6)
|
|
2,256,151
|
|
Executive Vice President
|
|
2012
|
|
|
700,000
|
|
|
|
—
|
|
|
2,798,678
|
|
|
470,900
|
|
|
805,000
|
|
|
|
16,693
|
|
|
|
4,791,271
|
|
and General Manager,
|
|
2011
|
|
|
700,000
|
|
|
|
—
|
|
|
2,623,398
|
|
|
372,602
|
|
|
1,033,004
|
|
|
|
14,986
|
|
|
|
4,743,990
|
|
Small Business Group
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Laura A. Fennell
|
|
2013
|
|
|
535,000
|
|
|
|
—
|
|
|
2,532,760
|
|
|
444,964
|
|
|
278,200
|
|
(5)
|
|
13,494
|
|
(6)
|
|
3,804,418
|
|
Senior Vice President,
|
|
2012
|
|
|
505,000
|
|
|
|
—
|
|
|
1,176,413
|
|
|
188,365
|
|
|
348,450
|
|
|
|
15,799
|
|
|
|
2,234,027
|
|
General Counsel and
|
|
2011
|
|
|
475,000
|
|
|
|
399,000
|
|
|
1,108,972
|
|
|
153,428
|
|
|
—
|
|
|
|
16,780
|
|
|
|
2,153,180
|
|
Corporate Secretary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Daniel R. Maurer
|
|
2013
|
|
|
620,000
|
|
(1)
|
|
—
|
|
|
2,543,816
|
|
|
444,964
|
|
|
372,000
|
|
(5)
|
|
14,227
|
|
(6)
|
|
3,995,007
|
|
Senior Vice President
|
|
2012
|
|
|
585,000
|
|
|
|
—
|
|
|
1,741,524
|
|
|
282,547
|
|
|
422,297
|
|
|
|
14,908
|
|
|
|
3,046,276
|
|
and General Manager,
|
|
2011
|
|
|
515,000
|
|
|
|
—
|
|
|
2,397,810
|
|
|
339,724
|
|
|
512,001
|
|
|
|
13,751
|
|
|
|
3,778,286
|
|
Consumer Group
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The amount includes a deferral at the recipient's election under the Non-Qualified Deferred Compensation Plan. See “Non-Qualified Deferred Compensation for Fiscal
2013
” on page 52 for more information.
|
(2)
|
The amount, timing and grant date fair value of these awards are described in more detail in the “Compensation Discussion and Analysis” beginning on page 25 and are included in the table below named “Grants of Plan-Based Awards in Fiscal Year
2013
.” In addition to annual stock awards, the amounts above include the fair value of RSUs which Intuit granted in August of each fiscal year to match RSUs which certain Named Executive Officers purchased with amounts deferred from their bonuses earned in such fiscal year under the MSPP. Amounts presented in the table above represent the aggregate grant date fair value of awards granted during the applicable fiscal year, computed in accordance with FASB ASC Topic 718 assuming no forfeitures. For each of the RSU awards granted in July 2012 and July 2013, the grant date fair value of these awards was calculated using the closing price of Intuit’s common stock on the date of grant. In July 2011, we determined that it was probable that we would pay cash dividends in the future. Since RSU holders were not entitled to dividends at that time, in July 2011 we adjusted the fair value of equity awards to take into account the present value of the dividends expected to be paid on the shares during the vesting period, discounted at the appropriate risk-free interest rate, in accordance with Topic 718. Since all RSU holders began receiving dividend equivalent rights in conjunction with RSU awards granted in July 2012 and thereafter, in accordance with Topic 718 we did not adjust the closing price of Intuit's common stock on the date of grant for dividends when valuing the July 2012 and July 2013 RSU awards to Named Executive Officers. For any awards that are subject to performance conditions, the grant date fair value is based upon the probable outcome of such conditions.
|
(3)
|
The amount, timing and grant date fair value of these awards are described in more detail in the “Compensation Discussion and Analysis” beginning on page 25 and are included in the table below named “Grants of Plan-Based Awards in Fiscal Year
2013
.” Amounts presented in the table above represent the aggregate grant date fair value of options granted during the applicable fiscal year, computed in accordance with FASB ASC Topic 718 assuming no forfeitures. For information on the valuation assumptions with respect to stock option grants and for a complete description of the valuation of share-based compensation, see Intuit’s Annual Report on Form 10-K for the fiscal year ended
July 31, 2013
.
|
(4)
|
These amounts represent the amounts earned for performance under Intuit’s SEIP during fiscal
2013
and paid in August
2013
. The SEIP is described in more detail in the “Compensation Discussion and Analysis” beginning on page 25.
|
(5)
|
The amount includes a deferral of the amount set forth in the table below at the recipient's election under the MSPP. Under the terms of the MSPP, a participant may elect to use a stated portion of his or her annual SEIP award to purchase RSUs under Intuit’s 2005 Equity Incentive Plan. Intuit then matches these purchased RSUs with another grant of RSUs that vest three years from the date of grant. The MSPP is described in greater detail on page 40.
|
Name
|
|
Executive MSPP Contribution ($)
|
|
Deferred Stock Units Reserved for Executive Contribution (#)
|
||
R. Neil Williams
|
|
62,955
|
|
|
980
|
|
Laura A. Fennell
|
|
41,692
|
|
|
649
|
|
Daniel R. Maurer
|
|
55,760
|
|
|
868
|
|
(6)
|
The amount includes the items of other compensation set forth in the table below.
|
Name
|
|
401(k) Matching Contributions ($)
|
|
Executive Long-Term Disability Plan Premiums ($)
|
|
Dividend Equivalent Rights
($)
|
|||
Brad D. Smith
|
|
10,000
|
|
|
2,559
|
|
|
—
|
|
R. Neil Williams
|
|
10,000
|
|
|
3,714
|
|
|
1,326
|
|
Kiran M. Patel
|
|
10,000
|
|
|
4,654
|
|
|
1,497
|
|
Laura A. Fennell
|
|
10,000
|
|
|
2,895
|
|
|
599
|
|
Daniel R. Maurer
|
|
10,000
|
|
|
3,329
|
|
|
898
|
|
|
|
|
|
|
|
Estimated Possible Payouts
Under Non-Equity Incentive
Plan Awards
|
|
Estimated Future Payouts
Under Equity Incentive
Plan Awards(1)
|
|
All Other
Stock
Awards(1)
|
|
Grant Date Fair Value of
Stock Awards(2)
|
||||||||||||||
Name
|
|
Grant
Date
|
|
Board Approval Date
|
|
Target
($)
|
|
Maximum
($)
|
|
Target
(#)
|
|
Maximum
(#)
|
|
Shares
(#)
|
|
Target
($)
|
|
Maximum
($)
|
||||||||
Brad D. Smith
|
|
7/24/2013
|
|
7/24/2013
|
|
|
|
|
|
|
|
24,500
|
|
|
24,500
|
|
|
—
|
|
|
1,546,195
|
|
(5)
|
|
1,546,195
|
|
|
|
7/24/2013
|
|
7/24/2013
|
|
|
|
|
|
|
|
57,000
|
|
|
114,000
|
|
|
—
|
|
|
3,597,270
|
|
(6)
|
|
7,194,540
|
|
|
|
7/24/2013
|
|
7/24/2013
|
|
|
|
|
|
|
|
61,500
|
|
|
123,000
|
|
|
—
|
|
|
3,616,200
|
|
(7)
|
|
3,616,200
|
|
|
|
|
|
|
|
1,400,000
|
|
|
3,500,000
|
|
(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,759,665
|
|
|
|
12,356,935
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
R. Neil Williams
|
|
8/17/2012
|
|
8/17/2012
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
910
|
|
|
54,382
|
|
(4)
|
|
54,382
|
|
|
|
7/24/2013
|
|
7/23/2013
|
|
|
|
|
|
|
|
9,000
|
|
|
9,000
|
|
|
—
|
|
|
567,990
|
|
(5)
|
|
567,990
|
|
|
|
7/24/2013
|
|
7/23/2013
|
|
|
|
|
|
|
|
21,500
|
|
|
43,000
|
|
|
—
|
|
|
1,356,865
|
|
(6)
|
|
2,713,730
|
|
|
|
7/24/2013
|
|
7/23/2013
|
|
|
|
|
|
|
|
23,500
|
|
|
47,000
|
|
|
—
|
|
|
1,381,800
|
|
(7)
|
|
1,381,800
|
|
|
|
|
|
|
|
525,000
|
|
|
1,312,500
|
|
(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,361,037
|
|
|
|
4,717,902
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Kiran M. Patel
|
|
|
|
|
|
800,000
|
|
|
2,000,000
|
|
(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Laura A. Fennell
|
|
8/17/2012
|
|
8/17/2012
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
874
|
|
|
52,230
|
|
(4)
|
|
52,230
|
|
|
|
7/24/2013
|
|
7/23/2013
|
|
|
|
|
|
|
|
7,000
|
|
|
7,000
|
|
|
—
|
|
|
441,770
|
|
(5)
|
|
441,770
|
|
|
|
7/24/2013
|
|
7/23/2013
|
|
|
|
|
|
|
|
16,000
|
|
|
32,000
|
|
|
—
|
|
|
1,009,760
|
|
(6)
|
|
2,019,520
|
|
|
|
7/24/2013
|
|
7/23/2013
|
|
|
|
|
|
|
|
17,500
|
|
|
35,000
|
|
|
—
|
|
|
1,029,000
|
|
(7)
|
|
1,029,000
|
|
|
|
|
|
|
|
347,750
|
|
|
869,375
|
|
(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,532,760
|
|
|
|
3,542,520
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Daniel R. Maurer
|
|
8/17/2012
|
|
8/17/2012
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
1,059
|
|
|
63,286
|
|
(4)
|
|
63,286
|
|
|
|
7/24/2013
|
|
7/23/2013
|
|
|
|
|
|
|
|
7,000
|
|
|
7,000
|
|
|
—
|
|
|
441,770
|
|
(5)
|
|
441,770
|
|
|
|
7/24/2013
|
|
7/23/2013
|
|
|
|
|
|
|
|
16,000
|
|
|
32,000
|
|
|
—
|
|
|
1,009,760
|
|
(6)
|
|
2,019,520
|
|
|
|
7/24/2013
|
|
7/23/2013
|
|
|
|
|
|
|
|
17,500
|
|
|
35,000
|
|
|
—
|
|
|
1,029,000
|
|
(7)
|
|
1,029,000
|
|
|
|
|
|
|
|
465,000
|
|
|
1,162,500
|
|
(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,543,816
|
|
|
|
3,553,576
|
|
(1)
|
Awards made pursuant to Intuit’s 2005 Equity Incentive Plan. The RSUs described in footnote (5) that are subject to a one-year operating income performance goal will all become subject to service-based vesting if the goal is satisfied, and will otherwise be forfeited in full. As a result, there is no distinction between the "Target" and "Maximum" columns for these RSUs.
|
(2)
|
These amounts represent the aggregate grant date fair value of these awards computed in accordance with FASB ASC Topic 718 assuming no forfeitures. For the awards which are subject to performance-based conditions as described in the footnotes below, the amounts shown in the “Target” column reflect estimates of the probable outcomes of the performance conditions judged as of the time of issuance. These are the amounts reflected in the “Summary
|
(3)
|
Represents awards that could have been earned based on performance in fiscal year
2013
. These columns show the awards that were possible at the Target and Maximum levels of performance. The maximum award that could have been earned by each Named Executive Officer was the lesser of 250% of the Target or $5 million.
|
(4)
|
Represents Intuit matching grants of RSUs under the MSPP, which vest on the third anniversary of the grant date.
|
(5)
|
Assuming Intuit’s achievement of a one-year operating income performance goal, these RSUs will vest as to 33
1
/
3
% of the shares on each of July 1, 2014, July 1, 2015 and July 1, 2016.
|
(6)
|
Depending upon the degree of Intuit’s achievement of certain three-year revenue and operating income performance goals (the “Operating Performance Goals”), the earned potion of these RSUs will vest on September 1, 2016.
|
(7)
|
Depending on Intuit’s relative total shareholder return for the three-year period ending July 31, 2016 compared to a pre-established peer group (the “TSR Goals”), the earned portion of these RSUs will vest on September 1, 2016.
|
Name
|
|
Grant
Date(2)
|
|
All Other
Option
Awards:
Number of
Securities
Underlying
Options (#)
|
|
Exercise
or Base
Price of
Options
($/sh)
|
|
Grant Date
Fair Value of
Option
Awards ($)(1)
|
||||
Brad D. Smith
|
|
7/24/2013
|
|
|
139,500
|
|
|
63.11
|
|
|
1,571,454
|
|
R. Neil Williams
|
|
7/24/2013
|
|
|
53,000
|
|
|
63.11
|
|
|
597,040
|
|
Laura A. Fennell
|
|
7/24/2013
|
|
|
39,500
|
|
|
63.11
|
|
|
444,964
|
|
Daniel R. Maurer
|
|
7/24/2013
|
|
|
39,500
|
|
|
63.11
|
|
|
444,964
|
|
(1)
|
These amounts represent the aggregate grant date fair value of these awards computed in accordance with FASB ASC Topic 718 assuming no forfeitures.
|
(2)
|
This option vests as to 33
1
/
3
% of the underlying shares on July 24, 2014 and 2.778% of the shares each month thereafter.
|
|
|
Outstanding Option Awards
|
||||||||||||
Name
|
|
Number of
Securities
Underlying
Unexercised
Options
Exercisable (#)
|
|
Number of
Securities
Underlying
Unexercised
Options
Unexercisable (#)
|
|
Option
Exercise
Price ($)
|
|
Option
Grant
Date
|
|
Option
Expiration
Date
|
||||
Brad D. Smith
|
|
100,000
|
|
|
—
|
|
|
|
30.07
|
|
|
07/25/07
|
|
07/24/14
|
|
|
260,000
|
|
|
—
|
|
|
|
30.00
|
|
|
02/11/08
|
|
02/10/15
|
|
|
185,000
|
|
|
—
|
|
|
|
27.68
|
|
|
07/23/08
|
|
07/22/15
|
|
|
100,000
|
|
|
100,000
|
|
(1)
|
|
30.21
|
|
|
08/11/09
|
|
08/10/16
|
|
|
51,723
|
|
|
51,722
|
|
(2)
|
|
37.98
|
|
|
07/22/10
|
|
07/21/17
|
|
|
—
|
|
|
110,496
|
|
(3)
|
|
47.79
|
|
|
07/20/11
|
|
07/19/18
|
|
|
—
|
|
|
114,825
|
|
(4)
|
|
56.52
|
|
|
07/25/12
|
|
07/24/19
|
|
|
—
|
|
|
139,500
|
|
(5)
|
|
63.11
|
|
|
07/24/13
|
|
07/24/20
|
R. Neil Williams
|
|
50,000
|
|
|
—
|
|
|
|
27.68
|
|
|
07/23/08
|
|
07/22/15
|
|
|
75,000
|
|
|
—
|
|
|
|
30.21
|
|
|
08/11/09
|
|
08/10/16
|
|
|
30,425
|
|
|
—
|
|
|
|
37.98
|
|
|
07/22/10
|
|
07/21/17
|
|
|
22,835
|
|
|
11,419
|
|
(6)
|
|
47.79
|
|
|
07/20/11
|
|
07/19/18
|
|
|
11,574
|
|
|
23,154
|
|
(7)
|
|
56.52
|
|
|
07/25/12
|
|
07/24/19
|
|
|
—
|
|
|
53,000
|
|
(5)
|
|
63.11
|
|
|
07/24/13
|
|
07/24/20
|
Kiran M. Patel
|
|
11,720
|
|
|
—
|
|
|
|
37.98
|
|
|
07/22/10
|
|
07/21/17
|
|
|
25,045
|
|
|
12,524
|
|
(6)
|
|
47.79
|
|
|
07/20/11
|
|
07/19/18
|
|
|
13,068
|
|
|
26,141
|
|
(7)
|
|
56.52
|
|
|
07/25/12
|
|
07/24/19
|
Laura A. Fennell
|
|
40,000
|
|
|
—
|
|
|
|
27.68
|
|
|
07/23/08
|
|
07/22/15
|
|
|
60,000
|
|
|
—
|
|
|
|
30.21
|
|
|
08/11/09
|
|
08/10/16
|
|
|
19,775
|
|
|
—
|
|
|
|
37.98
|
|
|
07/22/10
|
|
07/21/17
|
|
|
10,313
|
|
|
5,157
|
|
(6)
|
|
47.79
|
|
|
07/20/11
|
|
07/19/18
|
|
|
5,227
|
|
|
10,457
|
|
(7)
|
|
56.52
|
|
|
07/25/12
|
|
07/24/19
|
|
|
—
|
|
|
39,500
|
|
(5)
|
|
63.11
|
|
|
07/24/13
|
|
07/24/20
|
Daniel R. Maurer
|
|
14,000
|
|
|
—
|
|
|
|
30.07
|
|
|
07/25/07
|
|
07/24/14
|
|
|
25,000
|
|
|
—
|
|
|
|
30.00
|
|
|
02/11/08
|
|
02/10/15
|
|
|
50,000
|
|
|
—
|
|
|
|
27.68
|
|
|
07/23/08
|
|
07/22/15
|
|
|
40,000
|
|
|
—
|
|
|
|
30.21
|
|
|
08/11/09
|
|
08/10/16
|
|
|
30,425
|
|
|
—
|
|
|
|
37.98
|
|
|
07/22/10
|
|
07/21/17
|
|
|
22,835
|
|
|
11,419
|
|
(6)
|
|
47.79
|
|
|
07/20/11
|
|
07/19/18
|
|
|
7,841
|
|
|
15,685
|
|
(7)
|
|
56.52
|
|
|
07/25/12
|
|
07/24/19
|
|
|
—
|
|
|
39,500
|
|
(5)
|
|
63.11
|
|
|
07/24/13
|
|
07/24/20
|
(1)
|
This option vests on August 11, 2014.
|
(2)
|
This option vests on July 22, 2015.
|
(3)
|
This option vests as to 50% of the underlying shares on July 20, 2014 and 50% of the shares on July 20, 2016.
|
(4)
|
This option vests as to 50% of the underlying shares on July 25, 2015 and 50% of the shares on July 25, 2017.
|
(5)
|
This option vests as to 33 1 / 3 % of the underlying shares on July 24, 2014 and 2.778% of the shares each month thereafter.
|
(6)
|
This option vested as to 33 1 / 3 % of the underlying shares on July 20, 2012 and 2.778% of the shares each month thereafter.
|
(7)
|
This option vested as to 33 1 / 3 % of the underlying shares on July 25, 2013 and 2.778% of the shares each month thereafter.
|
|
|
Outstanding Stock Awards
|
||||||||||||||
|
|
|
|
|
|
|
|
Performance-Based
Vesting Awards
|
||||||||
|
|
|
|
Time-Based
Vesting Awards
|
|
Equity
Incentive Plan Awards:
|
|
Equity Incentive
Plan Awards:
|
||||||||
Name
|
|
Grant
Date
|
|
Number of
Shares
or Units
of Stock
That Have
Not
Vested (#)
|
|
Market
Value of
Shares
or Units
of Stock
That Have
Not
Vested ($)
|
|
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested (#)
|
|
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not Vested ($)
|
||||||
Brad D. Smith
|
|
08/11/08
|
|
32,500
|
|
(1)
|
|
2,077,400
|
|
|
|
|
|
|
||
|
|
08/11/09
|
|
20,000
|
|
(2)
|
|
1,278,400
|
|
|
|
|
|
|
||
|
|
08/11/09
|
|
25,000
|
|
(3)
|
|
1,598,000
|
|
|
|
|
|
|
||
|
|
07/22/10
|
|
13,970
|
|
(5)
|
|
892,962
|
|
|
|
|
|
|
||
|
|
07/22/10
|
|
49,036
|
|
(6)
|
|
3,134,381
|
|
|
|
|
|
|
||
|
|
07/22/10
|
|
40,941
|
|
(7)
|
|
2,616,949
|
|
|
|
|
|
|
||
|
|
08/20/10
|
|
3,000
|
|
(4)
|
|
191,760
|
|
|
|
|
|
|
||
|
|
07/20/11
|
|
29,845
|
|
(8)
|
|
1,907,692
|
|
|
|
|
|
|
||
|
|
07/20/11
|
|
|
|
|
|
|
69,638
|
|
(9)
|
|
4,451,261
|
|
||
|
|
07/20/11
|
|
|
|
|
|
|
76,526
|
|
(10)
|
|
4,891,542
|
|
||
|
|
08/19/11
|
|
3,000
|
|
(4)
|
|
191,760
|
|
|
|
|
|
|
||
|
|
07/25/12
|
|
25,789
|
|
(11)
|
|
1,648,433
|
|
|
|
|
|
|
||
|
|
07/25/12
|
|
|
|
|
|
|
60,173
|
|
(12)
|
|
3,846,258
|
|
||
|
|
07/25/12
|
|
|
|
|
|
|
61,273
|
|
(13)
|
|
3,916,570
|
|
||
|
|
07/24/13
|
|
|
|
|
|
|
24,500
|
|
(14)
|
|
1,566,040
|
|
||
|
|
07/24/13
|
|
|
|
|
|
|
57,000
|
|
(15)
|
|
3,643,440
|
|
||
|
|
07/24/13
|
|
|
|
|
|
|
61,500
|
|
(16)
|
|
3,931,080
|
|
||
R. Neil Williams
|
|
07/22/10
|
|
14,424
|
|
(17)
|
|
921,982
|
|
|
|
|
|
|
||
|
|
07/22/10
|
|
12,042
|
|
(18)
|
|
769,725
|
|
|
|
|
|
|
||
|
|
08/20/10
|
|
941
|
|
(4)
|
|
60,149
|
|
|
|
|
|
|
||
|
|
07/20/11
|
|
3,084
|
|
(19)
|
|
197,129
|
|
|
|
|
|
|
||
|
|
07/20/11
|
|
|
|
|
|
|
21,588
|
|
(20)
|
|
1,379,905
|
|
||
|
|
07/20/11
|
|
|
|
|
|
|
23,723
|
|
(21)
|
|
1,516,374
|
|
||
|
|
08/19/11
|
|
1,422
|
|
(4)
|
|
90,894
|
|
|
|
|
|
|
||
|
|
07/25/12
|
|
5,200
|
|
(22)
|
|
332,384
|
|
|
|
|
|
|
||
|
|
07/25/12
|
|
|
|
|
|
|
18,199
|
|
(23)
|
|
1,163,280
|
|
||
|
|
07/25/12
|
|
|
|
|
|
|
18,532
|
|
(24)
|
|
1,184,565
|
|
||
|
|
08/17/13
|
|
910
|
|
(4)
|
|
58,167
|
|
|
|
|
|
|
||
|
|
07/24/13
|
|
|
|
|
|
|
9,000
|
|
(14)
|
|
575,280
|
|
||
|
|
07/24/13
|
|
|
|
|
|
|
21,500
|
|
(15)
|
|
1,374,280
|
|
||
|
|
07/24/13
|
|
|
|
|
|
|
23,500
|
|
(16)
|
|
1,502,120
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding Stock Awards
|
||||||||||||||
|
|
|
|
|
|
|
|
Performance-Based
Vesting Awards
|
||||||||
|
|
|
|
Time-Based
Vesting Awards
|
|
Equity
Incentive Plan Awards:
|
|
Equity Incentive
Plan Awards:
|
||||||||
Name
|
|
Grant
Date
|
|
Number of
Shares
or Units
of Stock
That Have
Not
Vested (#)
|
|
Market
Value of
Shares
or Units
of Stock
That Have
Not
Vested ($)
|
|
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested (#)
|
|
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not Vested ($)
|
||||||
Kiran M. Patel
|
|
08/11/08
|
|
50,000
|
|
(1)
|
|
3,196,000
|
|
|
|
|
|
|
||
|
|
07/22/10
|
|
24,518
|
|
(17)
|
|
1,567,191
|
|
|
|
|
|
|
||
|
|
07/22/10
|
|
20,471
|
|
(18)
|
|
1,308,506
|
|
|
|
|
|
|
||
|
|
08/20/10
|
|
1,500
|
|
(4)
|
|
95,880
|
|
|
|
|
|
|
||
|
|
07/20/11
|
|
3,383
|
|
(19)
|
|
216,241
|
|
|
|
|
|
|
||
|
|
07/20/11
|
|
|
|
|
|
|
23,677
|
|
(20)
|
|
1,513,434
|
|
||
|
|
07/20/11
|
|
|
|
|
|
|
26,019
|
|
(21)
|
|
1,663,134
|
|
||
|
|
07/25/12
|
|
5,871
|
|
(22)
|
|
375,274
|
|
|
|
|
|
|
||
|
|
07/25/12
|
|
|
|
|
|
|
20,547
|
|
(23)
|
|
1,313,364
|
|
||
|
|
07/25/12
|
|
|
|
|
|
|
20,923
|
|
(24)
|
|
1,337,398
|
|
||
Laura A. Fennell
|
|
07/22/10
|
|
9,376
|
|
(17)
|
|
599,314
|
|
|
|
|
|
|
||
|
|
07/22/10
|
|
7,828
|
|
(18)
|
|
500,366
|
|
|
|
|
|
|
||
|
|
08/20/10
|
|
1,261
|
|
(4)
|
|
80,603
|
|
|
|
|
|
|
||
|
|
07/20/11
|
|
1,393
|
|
(19)
|
|
89,041
|
|
|
|
|
|
|
||
|
|
07/20/11
|
|
|
|
|
|
|
9,750
|
|
(20)
|
|
623,220
|
|
||
|
|
07/20/11
|
|
|
|
|
|
|
10,714
|
|
(21)
|
|
684,839
|
|
||
|
|
08/19/11
|
|
1,371
|
|
(4)
|
|
87,634
|
|
|
|
|
|
|
||
|
|
07/25/12
|
|
2,349
|
|
(22)
|
|
150,148
|
|
|
|
|
|
|
||
|
|
07/25/12
|
|
|
|
|
|
|
8,219
|
|
(23)
|
|
525,358
|
|
||
|
|
07/25/12
|
|
|
|
|
|
|
8,369
|
|
(24)
|
|
534,946
|
|
||
|
|
08/17/12
|
|
874
|
|
(4)
|
|
55,866
|
|
|
|
|
|
|
||
|
|
07/24/13
|
|
|
|
|
|
|
7,000
|
|
(14)
|
|
447,440
|
|
||
|
|
07/24/13
|
|
|
|
|
|
|
16,000
|
|
(15)
|
|
1,022,720
|
|
||
|
|
07/24/13
|
|
|
|
|
|
|
17,500
|
|
(16)
|
|
1,118,600
|
|
||
Daniel R. Maurer
|
|
07/22/10
|
|
14,424
|
|
(17)
|
|
921,982
|
|
|
|
|
|
|
||
|
|
07/22/10
|
|
12,042
|
|
(18)
|
|
769,725
|
|
|
|
|
|
|
||
|
|
08/20/10
|
|
1,500
|
|
(4)
|
|
95,880
|
|
|
|
|
|
|
||
|
|
07/20/11
|
|
3,084
|
|
(19)
|
|
197,129
|
|
|
|
|
|
|
||
|
|
07/20/11
|
|
|
|
|
|
|
21,588
|
|
(20)
|
|
1,379,905
|
|
||
|
|
07/20/11
|
|
|
|
|
|
|
23,723
|
|
(21)
|
|
1,516,374
|
|
||
|
|
08/19/11
|
|
1,500
|
|
(4)
|
|
95,880
|
|
|
|
|
|
|
||
|
|
07/25/12
|
|
3,523
|
|
(22)
|
|
225,190
|
|
|
|
|
|
|
||
|
|
07/25/12
|
|
|
|
|
|
|
12,329
|
|
(23)
|
|
788,070
|
|
||
|
|
07/25/12
|
|
|
|
|
|
|
12,554
|
|
(24)
|
|
802,452
|
|
||
|
|
08/17/12
|
|
1,059
|
|
(4)
|
|
67,691
|
|
|
|
|
|
|
||
|
|
07/24/13
|
|
|
|
|
|
|
7,000
|
|
(14)
|
|
447,440
|
|
||
|
|
07/24/13
|
|
|
|
|
|
|
16,000
|
|
(15)
|
|
1,022,720
|
|
||
|
|
07/24/13
|
|
|
|
|
|
|
17,500
|
|
(16)
|
|
1,118,600
|
|
(1)
|
These RSUs vested on August 1, 2013.
|
(2)
|
These RSUs will vest on August 1, 2014.
|
(3)
|
Because the specified performance goals were achieved, these RSUs will vest on August 1, 2014.
|
(4)
|
Represents Intuit matching grants of RSUs under the MSPP, which vest on the third anniversary of the grant date.
|
(5)
|
Because the specified performance goals were achieved, these RSUs vested as to 50% of the shares on July 1, 2013 and will vest as to 50% of the shares on July 1, 2015.
|
(6)
|
Based on the performance goals achieved as of July 31, 2013, these RSUs vested as to 50% of the shares on September 1, 2013 and will vest as to 50% of the shares on September 1, 2015.
|
(7)
|
Based on the TSR goals achieved as of July 31, 2013, these RSUs vested as to 50% of the shares on September 1, 2013 and will vest as to 50% of the shares on September 1, 2015.
|
(8)
|
Because the specified performance goals were achieved, these RSUs will vest as to 50% of the shares on July 1, 2014 and 50% of the shares on July 1, 2016.
|
(9)
|
Depending upon the degree of Intuit’s achievement of the Operating Performance Goals, these RSUs will vest as to 50% of the earned shares on September 1, 2014 and 50% of the earned shares on September 1, 2016.
|
(10)
|
Depending upon Intuit’s achievement of the TSR Goals, these RSUs will vest as to 50% of the earned shares on September 1, 2014 and 50% of the earned shares on September 1, 2016.
|
(11)
|
Because the specified performance goals were achieved, these RSUs will vest as to 50% of the shares on July 1, 2015 and 50% of the shares on July 1, 2017.
|
(12)
|
Depending upon the degree of Intuit’s achievement of the Operating Performance Goals, these RSUs will vest as to 50% of the earned shares on September 1, 2015 and 50% of the earned shares on September 1, 2017.
|
(13)
|
Depending upon Intuit’s achievement of the TSR Goals, these RSUs will vest as to 50% of the earned shares on September 1, 2015 and 50% of the earned shares on September 1, 2017.
|
(14)
|
Assuming Intuit’s achievement of a one-year operating income performance goal, these RSUs vest as to 33 1 / 3 % of the shares on each of July 1, 2014, July 1, 2015 and July 1, 2016.
|
(15)
|
Depending upon the degree of Intuit’s achievement of the Operating Performance Goals, the earned portion of these RSUs will vest on September 1, 2016.
|
(16)
|
Depending upon Intuit’s achievement of the TSR Goals, the earned portion of these RSUs will vest on September 1, 2016.
|
(17)
|
Based on the performance goals achieved as of July 31, 2013, these RSUs vested on September 1, 2013.
|
(18)
|
Based on the TSR goals achieved as of July 31, 2013, these RSUs vested on September 1, 2013.
|
(19)
|
Because the specified performance goals were achieved, these RSUs will vest on July 1, 2014.
|
(20)
|
Depending upon the degree of Intuit’s achievement of the Operating Performance Goals, the earned portion of these RSUs will vest on September 1, 2014.
|
(21)
|
Depending upon Intuit’s achievement of the TSR Goals, the earned portion of these RSUs will vest on September 1, 2014.
|
(22)
|
Because the specified performance goals were achieved, these RSUs will vest as to 50% of the shares on July 1, 2014 and 50% of the shares on July 1, 2015.
|
(23)
|
Depending upon the degree of Intuit’s achievement of the Operating Performance Goals, the earned portion of these RSUs will vest on September 1, 2015.
|
(24)
|
Depending upon Intuit’s achievement of the TSR Goals, the earned portion of these RSUs will vest on September 1, 2015.
|
|
|
Option Awards
|
|
Stock Awards
|
||||||||
Name
|
|
Number of
Shares
Acquired on
Exercise (#)
|
|
Value
Realized on
Exercise ($)
|
|
Number of
Shares
Acquired on
Vesting (#)
|
|
Value
Realized on
Vesting ($)
|
||||
Brad D. Smith
|
|
100,000
|
|
|
3,073,000
|
|
|
61,863
|
|
|
3,659,598
|
|
R. Neil Williams
|
|
—
|
|
|
—
|
|
|
31,799
|
|
|
1,887,620
|
|
Kiran M. Patel
|
|
340,000
|
|
|
4,799,832
|
|
|
38,724
|
|
|
2,302,096
|
|
Laura A. Fennell
|
|
20,000
|
|
|
599,392
|
|
|
26,463
|
|
|
1,556,831
|
|
Daniel R. Maurer
|
|
14,000
|
|
|
405,020
|
|
|
22,177
|
|
|
1,325,805
|
|
Name
|
|
Plan
|
|
Aggregate
Balance at
July 31, 2012
($)
|
|
Executive
Contributions
in Fiscal 2013
($)(1)
|
|
Aggregate
Earnings in
Fiscal 2013
($)(2)
|
|
Aggregate
Withdrawals/
Distributions
in Fiscal 2013($)
|
|
Aggregate
Balance at
July 31, 2013
($)
|
|
|||||
Brad D. Smith
|
|
NQDCP
|
|
2,635,950
|
|
|
823,875
|
|
|
459,351
|
|
|
—
|
|
|
3,919,176
|
|
(3)
|
|
|
MSPP
|
|
599,752
|
|
|
—
|
|
|
46,610
|
|
|
(170,542
|
)
|
|
475,820
|
|
|
|
|
Total
|
|
3,235,702
|
|
|
823,875
|
|
|
505,961
|
|
|
(170,542
|
)
|
|
4,394,996
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
R. Neil Williams
|
|
NQDCP
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
MSPP
|
|
255,056
|
|
|
54,382
|
|
|
19,617
|
|
|
(119,845
|
)
|
|
209,210
|
|
|
|
|
Total
|
|
255,056
|
|
|
54,382
|
|
|
19,617
|
|
|
(119,845
|
)
|
|
209,210
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Kiran M. Patel
|
|
NQDCP
|
|
4,536,442
|
|
|
—
|
|
|
675,634
|
|
|
—
|
|
|
5,212,076
|
|
(3)
|
|
|
MSPP
|
|
367,209
|
|
|
—
|
|
|
23,017
|
|
|
(169,894
|
)
|
|
220,332
|
|
|
|
|
Total
|
|
4,903,651
|
|
|
—
|
|
|
698,651
|
|
|
(169,894
|
)
|
|
5,432,408
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Laura A. Fennell
|
|
NQDCP
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
MSPP
|
|
217,459
|
|
|
52,230
|
|
|
20,203
|
|
|
(65,788
|
)
|
|
224,104
|
|
|
|
|
Total
|
|
217,459
|
|
|
52,230
|
|
|
20,203
|
|
|
(65,788
|
)
|
|
224,104
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Daniel R. Maurer
|
|
NQDCP
|
|
1,894,060
|
|
|
316,723
|
|
|
345,077
|
|
|
—
|
|
|
2,555,860
|
|
(3)
|
|
|
MSPP
|
|
293,464
|
|
|
63,286
|
|
|
26,958
|
|
|
(86,480
|
)
|
|
297,228
|
|
|
|
|
Total
|
|
2,187,524
|
|
|
380,009
|
|
|
372,035
|
|
|
(86,480
|
)
|
|
2,853,088
|
|
|
(1)
|
Amounts shown in this column for the NQDCP are included in the "Salary" column of the fiscal
2013
“Summary Compensation Table” on page 43. Amounts shown in this column for the MSPP were contributed from amounts earned under Intuit's SEIP for fiscal
2012
, which were paid in August
2012
.
|
(2)
|
None of the amounts shown in this column are included in the “Summary Compensation Table” because they are not preferential or above market.
|
(3)
|
The following amounts contributed to the NQDCP by the executive, and in certain cases by Intuit, have also been reported in the Summary Compensation Table as compensation for fiscal
2013
or a prior fiscal year: Mr. Smith,
$2,816,525
; Mr. Patel,
$3,702,382
; and Mr. Maurer,
$1,319,474
.
|
Brad D. Smith
Incremental Amounts Payable
Upon Termination Event
|
|
Termination
Without
Cause or by
Mr. Smith for
Good Reason ($)
|
|
Termination
Without
Cause
After CIC ($)
|
|
Death or
Disability ($)
|
|||
Total Cash Severance
|
|
2,400,000
|
|
|
2,400,000
|
|
|
—
|
|
Total Benefits and Perquisites
|
|
—
|
|
|
—
|
|
|
—
|
|
Total Severance
|
|
2,400,000
|
|
|
2,400,000
|
|
|
—
|
|
Gain on Accelerated Stock Options
|
|
—
|
|
|
4,299,815
|
|
|
7,457,669
|
|
Value of Accelerated Restricted Stock Units
|
|
20,905,973
|
|
|
21,653,878
|
|
|
44,447,028
|
|
Total Value of Accelerated Long-Term Incentives
|
|
20,905,973
|
|
|
25,953,693
|
|
|
51,904,697
|
|
Total Severance, Benefits & Accelerated Equity
|
|
23,305,973
|
|
|
28,353,693
|
|
|
51,904,697
|
|
R. Neil Williams
Incremental Amounts Payable
Upon Termination Event
|
|
Termination
Without Cause or by
Mr. Williams for
Good Reason ($)
|
|
Termination
Without
Cause
After CIC ($)
|
|
Death or
Disability ($)
|
|||
Total Cash Severance
|
|
1,225,000
|
|
|
1,225,000
|
|
|
—
|
|
Total Benefits and Perquisites
|
|
—
|
|
|
—
|
|
|
—
|
|
Total Severance
|
|
1,225,000
|
|
|
1,225,000
|
|
|
—
|
|
Gain on Accelerated Stock Options
|
|
—
|
|
|
284,168
|
|
|
398,458
|
|
Value of Accelerated Restricted Stock Units
|
|
5,188,450
|
|
|
4,306,943
|
|
|
11,909,510
|
|
Total Value of Accelerated Long-Term Incentives
|
|
5,188,450
|
|
|
4,591,111
|
|
|
12,307,968
|
|
Total Severance, Benefits & Accelerated Equity
|
|
6,413,450
|
|
|
5,816,111
|
|
|
12,307,968
|
|
Laura A. Fennell
Incremental Amounts Payable
Upon Termination Event
|
|
Termination
Without Cause or by
Ms. Fennell for
Good Reason ($)
|
|
Termination
Without
Cause
After CIC ($)
|
|
Death or
Disability ($)
|
|||
Total Cash Severance
|
|
—
|
|
|
—
|
|
|
—
|
|
Total Benefits and Perquisites
|
|
—
|
|
|
—
|
|
|
—
|
|
Total Severance
|
|
—
|
|
|
—
|
|
|
—
|
|
Gain on Accelerated Stock Options
|
|
—
|
|
|
132,538
|
|
|
192,559
|
|
Value of Accelerated Restricted Stock Units
|
|
2,834,341
|
|
|
2,468,935
|
|
|
7,029,282
|
|
Total Value of Accelerated Long-Term Incentives
|
|
2,834,341
|
|
|
2,601,473
|
|
|
7,221,841
|
|
Total Severance, Benefits & Accelerated Equity
|
|
2,834,341
|
|
|
2,601,473
|
|
|
7,221,841
|
|
Daniel R. Maurer
Incremental Amounts Payable
Upon Termination Event
|
|
Termination
Without Cause or by
Mr. Maurer for
Good Reason ($)
|
|
Termination
Without
Cause
After CIC ($)
|
|
Death or
Disability ($)
|
|||
Total Cash Severance
|
|
—
|
|
|
—
|
|
|
—
|
|
Total Benefits and Perquisites
|
|
—
|
|
|
—
|
|
|
—
|
|
Total Severance
|
|
—
|
|
|
—
|
|
|
—
|
|
Gain on Accelerated Stock Options
|
|
—
|
|
|
339,656
|
|
|
592,557
|
|
Value of Accelerated Restricted Stock Units
|
|
4,936,009
|
|
|
4,204,113
|
|
|
10,232,314
|
|
Total Value of Accelerated Long-Term Incentives
|
|
4,936,009
|
|
|
4,543,769
|
|
|
10,824,871
|
|
Total Severance, Benefits & Accelerated Equity
|
|
4,936,009
|
|
|
4,543,769
|
|
|
10,824,871
|
|
•
|
Reviewed and discussed with management and the independent auditor Intuit’s quarterly earnings announcements, consolidated financial statements, and related periodic reports filed with the SEC;
|
•
|
Reviewed with management its assessment of the effectiveness of Intuit’s internal control over financial reporting;
|
•
|
Reviewed with the independent auditor and management the audit scope and plan;
|
•
|
Reviewed the internal audit plan with the internal auditor; and
|
•
|
Met in periodic executive sessions with each of the independent auditor, representatives of management, and the internal auditor.
|
Fee Category
|
|
Fiscal
2013
|
|
Fiscal
2012
|
||||
Audit Fees
|
|
$
|
3,565,000
|
|
|
$
|
3,574,000
|
|
Audit-Related Fees
|
|
970,000
|
|
|
611,000
|
|
||
Tax Fees
|
|
—
|
|
|
—
|
|
||
All Other Fees
|
|
—
|
|
|
—
|
|
||
Total Fees
|
|
$
|
4,535,000
|
|
|
$
|
4,185,000
|
|
|
|
|
Plan Termination Date:
|
|
October 29, 2023
|
|
|
|
Eligible Participants:
|
|
Employees of Intuit and its subsidiaries, non-employee directors of Intuit and certain advisors and consultants of Intuit and its subsidiaries are eligible to receive awards under the Plan. As of October 31, 2013, there were approximately 8,369 individuals eligible to participate in the Plan, including approximately 8,363 employees and six non-employee directors. Intuit uses the services of a significant number of advisors and consultants at any given point in time, but Intuit has a long-standing practice of not granting awards under the Plan to its advisors and consultants, and at this time does not foresee changing that practice.
|
|
|
|
Closing Stock Price:
|
|
The closing price of Intuit’s common stock on NASDAQ on October 31, 2013 was $71.41.
|
|
|
|
Share Reserve:
|
|
Under the Restated 2005 Plan a total of 115,000,000 shares would be authorized for issuance, subject to adjustment to reflect stock splits, reorganizations, and other changes in the capital structure of Intuit as well as transactions occurring after July 31, 2013. This reflects an increase of 19,000,000 shares to the 96,000,000 previously reserved for issuance. Of the 96,000,000 shares previously reserved for issuance, 12,120,393 remained available for issuance as of July 31, 2013. Therefore, as of July 31, 2013, a total of 31,120,393 shares would be authorized under the Restated 2005 Plan for grants of equity awards made after July 31, 2013, less one share for every one share that was subject to an option or SAR granted after July 31, 2013 and 2.3 shares for every share that was subject to an award other than option or SAR granted after July 31, 2013. Shares that are subject to awards that have been forfeited, expired or settled for cash (in whole or part) will be added to the shares available for awards under the Restated 2005 Plan at the 2.3-to-one ratio described above. And, after July 31, 2013, shares tendered or withheld in satisfaction of withholding tax liabilities arising from an award other than an option or SAR may be added to the shares available for awards under the Restated 2005 Plan at the 2.3-to-one ratio described above.
|
|
|
|
Award Types:
|
|
(1) Non-qualified and incentive stock options
|
|
|
(2) Stock Appreciation Rights (SARs)
|
|
|
(3) Restricted Stock Awards
|
|
|
(4) Restricted Stock Units (RSUs)
|
|
|
|
Fungible Share Reserve:
|
|
Each share subject to an option or SAR will reduce the share reserve by one (1) share, and each share subject to restricted stock or a RSU will reduce the share reserve by two and three-tenths (2.3) shares. Each share that is credited back to the Restated 2005 Plan after July 31, 2013 (under the circumstances described above under “Share Reserve”) will increase the share reserve by one (1) share if the share had been subject to an option or SAR, and by two and three-tenths (2.3) shares if the share had been subject to a restricted stock or RSU award.
|
|
|
|
162(m) Share Limits:
|
|
No more than 4,000,000 shares (6,000,000 for a new hire grant) may be made subject to awards to a single participant in any fiscal year. These limits are necessary for awards to qualify as performance-based compensation under Section 162(m) of the Code, have been in effect since the Plan’s adoption in 2004 (as adjusted by the two-for-one stock split in 2006), and are greater than the number of options or other awards that Intuit has granted to any individual in the past. Since these limits have not changed since the inception of the Plan, they do not signal any intent on our part to significantly change our practices regarding the grant of equity awards to our executive officers.
|
|
|
|
162(m) Performance Criteria
:
|
|
The grant or vesting of awards (other than options or SARs) that are intended to qualify as “performance-based compensation” under Section 162(m) of the Code may be based on any one or more of the following performance criteria, or growth or other changes in the amount, rate or value of one or more performance criteria, either individually, alternatively or in any combination, applied to Intuit as a whole or to one or more business units or subsidiaries, either individually, alternatively or in any combination, and measured either annually or cumulatively over a period of years, on an absolute basis or relative to a pre-established target, to previous results or to a designated comparison group, either based upon GAAP or non-GAAP financial results, in each case as specified by Intuit’s Compensation Committee (or subcommittee): (i) cash flow (before or after dividends), (ii) earnings per share (including earnings before interest, taxes, depreciation and/or amortization), (iii) stock price, (iv) return on equity, (v) total stockholder return, (vi) return on capital (including return on total capital or return on invested capital), (vii) return on assets or net assets, (viii) market capitalization, (ix) economic value added, (x) debt leverage (debt to capital), (xi) revenue or net revenue, (xii) income or net income, (xiii) operating income, (xiv) operating profit or net operating profit, (xv) operating margin or profit margin, (xvi) return on operating revenue, (xvii) cash from operations, (xviii) operating ratio, (xix) operating revenue, (xx) contract value, (xxi) client renewal rate, (xxii) operating cash flow return on income, or (xxiii) adjusted operating cash flow return on income. These performance criteria may differ for awards granted to any one participant or to different participants.
|
|
|
|
Establishment of Performance Goals;
Certification by
Committees
:
|
|
Intuit’s Compensation Committee (or subcommittee) will establish the performance goals with respect to awards (other than options or SARs) intended to qualify as “performance-based compensation” under Section 162(m) of the Code no more than ninety (90) days after the commencement of the period of service to which the performance goal relates (or, in the case of performance periods of less than one year, not later than the date upon which 25% of the performance period elapses), provided that the outcome of the performance goal is substantially uncertain at such time. The Compensation Committee (or subcommittee) is required to certify, in writing, the level of achievement of the performance goals prior to the payment, settlement or vesting of an award. Adjustments to the evaluation of the achievement of performance goals only is permitted as expressly set forth in the Restated 2005 Plan, provided, however, that the Compensation Committee (or subcommittee) may reduce the amount of any award.
|
|
|
|
Vesting:
|
|
Vesting of awards granted to employees is determined by the Compensation Committee and may be based on the completion of a specified period of service with Intuit, on the attainment of pre-established performance goals, on such other factors as the Compensation Committee determines, or on a combination of the foregoing. Although subject to change at any time at the Compensation Committee’s sole discretion, options and “time-based” RSUs granted to employees generally vest over three years. “Performance-based” RSUs generally vest over three years, contingent on the satisfaction of pre-established performance goals. RSUs issued to non-employee directors under our current grant program generally vest over a period of from one to two years, depending on the type of grant, and is generally subject to a mandatory deferral period of five years.
|
|
|
|
Other Award Terms
:
|
|
Stock options and SARs will have a term no longer than seven years. Options and SARs will have an exercise price no less than 100% of the fair market value of Intuit’s common stock on the date of grant (except for certain options granted in connection with a merger or other acquisition as substitute or replacement awards).
|
|
|
|
|
|
Upon termination of employment for any reason other than death or “Disability” (as defined in the Restated 2005 Plan), stock options will cease to vest. Options granted to directors, or to employees who have been actively employed by Intuit for at least one year, and in either case who die or incur a Disability will vest in full, unless otherwise provided in the award agreement. Upon termination of employment, restricted stock awards generally will cease to vest and the participant will be entitled to retain the shares only to the extent earned as of the date of termination. The effect of termination on SARs and RSUs is specified in the applicable award agreements.
|
|
|
|
|
|
Dividends or distributions paid with respect to shares subject to restricted stock awards will be retained by Intuit and paid to the applicable participant at the same time that the shares which respect to which such dividends or distributions were paid are released from the restrictions of the award. A participant will be entitled to receive dividend equivalent rights prior to the issuance of shares subject to RSUs to the extent and under the terms and conditions provided in the applicable award agreement. However,
any such dividend equivalent rights that relate to RSUs that vest based on the achievement of performance goals will be paid upon the later of (i) the date dividends are paid to the common stockholders of Intuit, or (ii) the date the RSUs with respect to which such dividend equivalent rights are payable become vested, and will be forfeited to the extent the underlying award does not vest. Except with respect to RSUs, dividend equivalent rights will not be granted alone or in connection with any award under the Restated 2005 Plan.
|
|
|
|
Repricing Prohibited:
|
|
The Restated 2005 Plan prohibits Intuit from taking any of the following actions without stockholder approval: directly or indirectly reducing the exercise price of stock options or SARs or, when the exercise price of an outstanding option or SAR is above fair market value, amending the terms of such outstanding option or SAR to provide for the cancellation and re-grant or the exchange of such outstanding Option or SAR for either cash or a new award with a lower (or no) exercise price.
|
|
|
|
Recoupment of Awards
|
|
If Intuit issues a restatement of its financial results after the distribution of shares or cash upon settlement of an award with vesting conditioned on the achievement of performance goals, then a participant will be required to return to Intuit the value of the award that would not have vested or been issued based on the restated financial results. This recoupment provision applies to a participant whose fraud or misconduct was a significant contributing factor to the restatement of financial results.
|
|
|
|
Non-Transferability
:
|
|
Awards granted under the Restated 2005 Plan are not transferable except by will or the laws of descent and distribution except that the Compensation Committee or its authorized delegates may consent to permit the transfer of a an award other than an incentive stock option by gift or domestic relations order to an “authorized transferee” as defined in the Restated 2005 Plan. Transfers by an individual for consideration are prohibited.
|
|
|
|
Administration
:
|
|
The Compensation Committee will administer the Restated 2005 Plan, however, certain awards (such as those subject to Section 162(m) of the Code or Rule 16b-3 under the Securities Exchange Act of 1934) may be administered by a qualifying subcommittee. The Restated 2005 Plan also allows the Compensation Committee to delegate to one or more officers of Intuit the ability to grant awards and take certain other actions with respect to participants who are not executive officers or directors, within such limits as the Compensation Committee establishes, and to approve certain changes to the forms and award agreements under the Restated 2005 Plan. The Compensation Committee will select the individuals who receive awards, determine the number of shares covered thereby, and, subject to the terms and limitations expressly set forth in the Restated 2005 Plan, establish the terms, conditions and other provisions of the awards. The Compensation Committee may interpret the Restated 2005 Plan and establish, amend and rescind any rules relating to the Restated 2005 Plan, including adoption of rules, procedures or sub-plans applicable to particular subsidiaries or employees in particular locations. The Compensation Committee may address unanticipated events and make all other determinations necessary or advisable for the administration of the Restated 2005 Plan.
|
|
|
|
Corporate Transactions:
|
|
In the event of a Corporate Transaction (as defined in the Restated 2005 Plan) involving Intuit, any outstanding awards granted under the Restated 2005 Plan may be assumed, continued, replaced, or substituted by the successor, which assumption, continuation, replacement, or substitution shall be binding on all participants. In the event such successor refuses to assume, continue, replace or substitute the awards, the awards will vest as to 100% of the underlying shares. With regard to each outstanding option, in the event an employee is terminated within one year of a Corporate Transaction, the option will vest as to the number of shares that would have vested if the employee had remained employed for 12 months following his or her date of termination, unless provided otherwise in the option agreement. Customarily, RSUs granted by Intuit provide for pro rata accelerated vesting if an employee is terminated within one year following a Corporate Transaction. A “Corporate Transaction” includes certain mergers, consolidations, or similar transactions; dissolutions or liquidations; certain sales or transfers of all or substantially all the assets of Intuit; and certain other transactions that qualify as a “corporate transaction” under Section 424(a) of the Code.
|
|
|
|
Amendment and Termination:
|
|
The Board may terminate, amend or suspend the Restated 2005 Plan, provided that no action may be taken by the Board to amend this Plan in any manner (including an amendment to reduce or permit the reduction of the exercise of an option or SAR) that requires stockholder approval pursuant to the Code or the regulations promulgated thereunder, or pursuant to the Securities Exchange Act of 1934 or any rule promulgated thereunder, or pursuant to NASDAQ rules. In addition, the Board may not amend an outstanding award in a manner that materially impairs the rights of a participant without such participant’s consent, except as expressly authorized in the Restated 2005 Plan.
|
|
|
|
|
Number of
|
||||
|
|
|
|
Restricted
|
||||
|
|
|
|
Stock Units
|
||||
|
|
Number of
|
|
and Restricted
|
||||
|
|
Options
|
|
Shares
|
||||
Name
|
|
Granted (#)
|
|
Granted (#)
|
||||
|
|
|
|
|
|
|
||
Named Executive Officers:
|
|
|
|
|
|
|
||
Brad D. Smith
|
|
|
1,633,266
|
|
|
|
1,418,697
|
|
R. Neil Williams
|
|
|
377,407
|
|
|
|
419,355
|
|
Kiran M. Patel
|
|
|
1,278,498
|
|
|
|
516,750
|
|
Laura A. Fennell
|
|
|
355,429
|
|
|
|
285,826
|
|
Daniel R. Maurer
|
|
|
370,705
|
|
|
|
374,805
|
|
All executive officers as a group (7 persons)
|
|
|
4,631,788
|
|
|
|
3,535,944
|
|
All non-executive directors as a group (8 persons)
|
|
|
900,000
|
|
|
|
157,316
|
|
All employees, excluding executive officers
|
|
|
54,798,221
|
|
|
|
25,170,855
|
|
Plan Category
|
|
Number of
Securities to be
Issued Upon
Exercise of
Outstanding
Options,
Warrants and
Rights (#)
(a)
|
|
|
Weighted-
Average
Exercise
Price of
Outstanding
Options,
Warrants and
Rights ($)
(b)(1)
|
|
|
Number of
Securities
Remaining
Available for
Future Issuance
Under Equity
Compensation
Plans (Excluding
Securities
Reflected in
Column (a)) (#)
(c)
|
|
|||
Equity compensation plans approved by security holders
|
|
22,818,437
|
|
(2)
|
|
44.41
|
|
|
|
15,696,759
|
|
(5)
|
Equity compensation plans not approved by security holders
|
|
571,403
|
|
(3)
|
|
7.77
|
|
|
|
—
|
|
|
Total
|
|
23,389,840
|
|
(4)
|
|
43.77
|
|
|
|
15,696,759
|
|
|
(1)
|
RSUs have been excluded for purposes of computing weighted average exercise prices.
|
(2)
|
Represents
13,960,266
shares issuable upon exercise of options and
8,858,171
shares issuable upon vesting of RSU awards, which are settled for shares of Intuit common stock on a one-for-one basis.
|
(3)
|
Represents
245,422
shares issuable upon exercise of options and
325,981
shares issuable upon vesting of RSU awards which were assumed in connection with corporate acquisitions.
|
(4)
|
Represents
14,205,688
shares issuable upon exercise of options and
9,184,152
shares issuable upon vesting of RSU awards.
|
(5)
|
Represents
12,120,393
shares available for issuance under our 2005 Equity Incentive Plan and
3,576,366
shares available for issuance under our Employee Stock Purchase Plan.
|
•
|
compensate our executives based on both overall Company performance and individual employee performance;
|
•
|
help achieve our corporate growth strategy;
|
•
|
acquire, retain and motivate talented executives with proven experience; and
|
•
|
have a greater portion of Named Executive Officer pay tied to short- and long-term incentive programs than most other Intuit employees, because they lead our key business units or functions, and thus have the ability to directly influence overall company performance.
|
•
|
The majority of our senior executive officer compensation is in the form of performance-based incentives, and 70% of equity incentive value is granted in the form of performance-based RSUs, which use a variety of measures, including performance versus three-year operating goals that reflect our strategic plan and relative TSR compared to a peer group;
|
•
|
We do not provide special retirement benefits designed solely for executive officers;
|
•
|
We do not provide any excise tax “gross-up” payments in the event that a severance payment is considered an excess parachute payment under U.S. tax laws;
|
•
|
We do not provide perquisites or other executive benefits based solely on rank;
|
•
|
We have implemented “clawback” provisions for performance-based equity awards; and
|
•
|
We have implemented stock ownership guidelines for executive officers at the senior vice president level and above and non-employee directors, with the CEO guideline set at six times his base salary.
|
•
|
Share-based compensation expense
|
•
|
Amortization of acquired technology
|
•
|
Amortization of other acquired intangible assets
|
•
|
Goodwill and intangible asset impairment charges
|
•
|
Professional fees for business combinations
|
•
|
Gains and losses on debt securities and other investments
|
•
|
Income tax effects of excluded items and certain discrete tax items
|
•
|
Discontinued operations
|
|
|
Twelve Months Ended July 31,
|
||||||
|
|
2013
|
|
2012
|
||||
|
|
(In millions, unaudited)
|
||||||
GAAP operating income from continuing operations
|
|
$
|
1,233
|
|
|
$
|
1,168
|
|
Amortization of acquired technology
|
|
18
|
|
|
10
|
|
||
Amortization of other acquired intangible assets
|
|
35
|
|
|
23
|
|
||
Professional fees for business combinations
|
|
—
|
|
|
7
|
|
||
Share-based compensation expense
|
|
184
|
|
|
159
|
|
||
Non-GAAP operating income
|
|
$
|
1,470
|
|
|
$
|
1,367
|
|
|
|
|
|
|
||||
GAAP net income
|
|
$
|
858
|
|
|
$
|
792
|
|
Amortization of acquired technology
|
|
18
|
|
|
10
|
|
||
Amortization of other acquired intangible assets
|
|
35
|
|
|
23
|
|
||
Professional fees for business combinations
|
|
—
|
|
|
7
|
|
||
Share-based compensation expense
|
|
184
|
|
|
159
|
|
||
Net gains on debt securities and other investments
|
|
1
|
|
|
(12
|
)
|
||
Income tax effect of non-GAAP adjustments
|
|
(91
|
)
|
|
(70
|
)
|
||
Discontinued operations
|
|
(35
|
)
|
|
(28
|
)
|
||
Non-GAAP net income
|
|
$
|
970
|
|
|
$
|
881
|
|
|
|
|
|
|
||||
GAAP diluted net income per share
|
|
$
|
2.83
|
|
|
$
|
2.60
|
|
Amortization of acquired technology
|
|
0.06
|
|
|
0.03
|
|
||
Amortization of other acquired intangible assets
|
|
0.11
|
|
|
0.08
|
|
||
Professional fees for business combinations
|
|
—
|
|
|
0.02
|
|
||
Share-based compensation expense
|
|
0.61
|
|
|
0.52
|
|
||
Net gains on debt securities and other investments
|
|
—
|
|
|
(0.04
|
)
|
||
Income tax effect of non-GAAP adjustments
|
|
(0.30
|
)
|
|
(0.23
|
)
|
||
Discontinued operations
|
|
(0.11
|
)
|
|
(0.09
|
)
|
||
Non-GAAP diluted net income per share
|
|
$
|
3.20
|
|
|
$
|
2.89
|
|
|
|
|
|
|
||||
Shares used in diluted per share calculations
|
|
303
|
|
|
305
|
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|
No information found
No Customers Found
Suppliers
Supplier name | Ticker |
---|---|
3M Company | MMM |
Amazon.com, Inc. | AMZN |
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|