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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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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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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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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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Executive Vice President, General Counsel and Corporate
Secretary
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Page
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Page
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A-1
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Time and Date
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Thursday, January 19, 2017 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 21, 2016
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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 other proposals to be voted on.
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Proposal
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Voting Options
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Vote Required to Adopt the Proposal
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Effect of Abstentions
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Effect of
“
Broker Non-Votes”
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Board’s Voting Recommendation
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1. Election of directors
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For, against or abstain on each nominee
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A nominee for director will be elected if the votes cast for such nominee exceed the votes cast against such nominee
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No effect
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No effect
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FOR the election of each of the director nominees
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2. Ratification of selection of Ernst & Young LLP
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For, against or abstain
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The affirmative vote of a majority of the shares of common stock represented at the annual meeting and voted for or against the proposal
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No effect
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Not applicable (1)
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FOR
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3. Approval of the Amended and Restated 2005 Equity Incentive Plan
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For, against or abstain
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The affirmative vote of a majority of the shares of common stock represented at the annual meeting and voted for or against the proposal
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No effect
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No effect
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FOR
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4. Advisory vote to approve Intuit’s executive compensation
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For, against or abstain
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The affirmative vote of a majority of the shares of common stock represented at the annual meeting and voted for or against the proposal
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No effect
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No effect
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FOR
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Committee Memberships
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Name
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Director Since (1)
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Occupation
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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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Eve Burton
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2016
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Senior Vice President and General Counsel, The Hearst Corporation
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X
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X
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X
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Scott D. Cook
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1984
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Founder and Chairman of the Executive Committee, Intuit Inc.
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The Procter & Gamble Company
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Richard L. Dalzell
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2015
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Former Senior Vice President and Chief Information Officer, Amazon.com, Inc.
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X
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C
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X
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Twilio, Inc.
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Diane B. Greene
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2006
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Senior Vice President, Google, Inc., Former President and Chief Executive Officer, VMware, Inc.
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X
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X
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C
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Alphabet Inc.
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Suzanne Nora Johnson
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2007
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Former Vice-Chairman, The Goldman Sachs Group
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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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2004
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Former Chief Financial Officer, Cisco Systems, Inc.
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X
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X
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C
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Applied Materials, Inc.
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Brad D. Smith
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2008
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Chairman, President and Chief Executive Officer, Intuit Inc.
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Nordstrom, Inc.
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Raul Vazquez
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2016
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Chief Executive Officer and Director, Oportun
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X
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X
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X
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Jeff Weiner
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2012
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Chief Executive Officer, LinkedIn Corporation (2)
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X
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X
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X
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LinkedIn Corporation (2)
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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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During fiscal 2016, all of our incumbent 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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Fiscal 2016 revenue of $4.7 billion, an increase of 12% over fiscal 2015; GAAP operating income of $1.2 billion, an increase of 68% over the prior year, and non-GAAP operating income of $1.6 billion, up 36%; GAAP diluted earnings per share of $3.69, up from $1.28 in 2015, and non-GAAP diluted EPS of $3.78, up 46%, in each case, exceeding our guidance for the year; note that fiscal 2016 GAAP earnings per share includes $0.65 net income per share from discontinued operations and fiscal 2015 GAAP earnings per share includes $0.17 net loss per share from discontinued operations;
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•
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A year-over-year increase of 15% in TurboTax Online units in the U.S., with total TurboTax units growing 12% (excluding the Free File Alliance, which is our free tax offering for eligible taxpayers);
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•
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The Consumer Tax business had revenue growth of 10% for fiscal 2016;
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•
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Two dozen product innovations in TurboTax, helping to drive share growth in the do-it-yourself software category for the third year in a row;
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•
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An increase of 41% in total QuickBooks Online subscribers, reaching 1.513 million subscribers at the end of the 2016 fiscal year, including 45% growth in QuickBooks Online subscribers outside the U.S. to 287,000 and growth in QuickBooks Self-Employed subscribers from 25,000 to 85,000;
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•
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Continued momentum in the Small Business Online ecosystem with revenue growth of 25% for the year;
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•
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Online payroll customer growth of 17% and online active payments customers growth of 6%;
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•
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Continued discipline in the Company’s financial strategy, focusing on cash management and maintaining a strong balance sheet, including paying dividends of $0.30 per share each quarter, and the repurchase of $2.3 billion of shares in fiscal 2016, reducing our weighted average share count by 7%; and
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•
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Employee engagement and customer satisfaction scores that continued to reflect best-in-class levels, with Intuit continuing its run of 15 consecutive appearances in Fortune Magazine’s “Top 100 Places to Work” list and placing at #4 on Fortune Magazine’s “Most Admired Software Company” list.
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July 31, 2011
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July 31, 2012
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July 31, 2013
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July 31, 2014
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July 31, 2015
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July 31, 2016
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||||||||||||
Intuit Inc.
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$
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100.00
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$
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125.62
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$
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139.91
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|
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$
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181.28
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$
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236.44
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$
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251.09
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S&P 500
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$
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100.00
|
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$
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109.13
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$
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136.41
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|
|
$
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159.52
|
|
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$
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177.40
|
|
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$
|
187.36
|
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Morgan Stanley Technology Index
|
$
|
100.00
|
|
|
$
|
111.45
|
|
|
$
|
118.36
|
|
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$
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151.58
|
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$
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169.91
|
|
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$
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190.19
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Compensation Practices
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ü
A significant portion of our fiscal 2016 senior executive officer compensation is in the form of incentives tied to achievement of particular performance measures;
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ü
We have “clawback” provisions for operating performance-based equity awards and beginning in the 2016 fiscal year implemented “clawback” provisions for cash bonus payments under our Senior Executive Incentive Plan;
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ü
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 the non-employee director guideline set at five times annual cash retainer;
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ü
The CEO’s service-based RSUs and Relative TSR RSUs granted in fiscal 2015 and 2016 include a mandatory one-year holding period, requiring the CEO to hold the underlying shares for at least one year after the awards vest;
|
û
We prohibit directors and executive officers from pledging Intuit stock or engaging in hedging transactions involving Intuit stock;
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û
We do not provide supplemental company-paid retirement benefits designed for executive officers;
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û
We do not provide any excise tax “gross-up” payments; and
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û
We do not provide perquisites or other executive benefits based solely on rank.
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Corporate Governance Practices
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ü
The Board has adopted majority voting in uncontested elections of directors;
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ü
A majority of the board members are independent of Intuit and its management;
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ü
The independent members of the Board meet regularly without the presence of management;
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ü
All members of the Audit and Risk Committee, Nominating and Governance Committee and Compensation and Organizational Development Committee of the Board are independent;
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ü
The charters of the committees of the Board clearly establish the committees’ respective roles and responsibilities;
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ü
Our bylaws provide our stockholders with a proxy access right;
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ü
The Board and its committees receive periodic updates on regulatory and other developments relevant to the Board from management and outside experts;
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ü
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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ü
Intuit’s investor relations team, management team and our Lead Independent Director regularly communicate with our stockholders and report to the Board on the stockholders’ perspectives;
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ü
Intuit has adopted a Code of Conduct & Ethics for employees that is monitored by Intuit’s ethics office and also has a Code of Ethics that applies to all Board members; and
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ü
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, including on a confidential and anonymous basis, 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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•
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Authority to call executive sessions of the independent directors;
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•
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Presiding at meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors, which occur at least quarterly;
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•
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Conferring with the Chairman on agenda topics for Board meetings, and approving the agenda and schedule for Board meetings to ensure that there is sufficient time for discussion of all agenda items;
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•
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Approving information sent to the Board;
|
•
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Serving as liaison between the Chairman and the independent directors; and
|
•
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Being available for consultations and communications with major stockholders upon request.
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•
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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, fraud and cybersecurity.
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•
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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
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•
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The full Board receives an annual update from the Chief Risk Officer regarding the top enterprise-wide risks and the mitigation plans associated with each risk. In addition, the Board provides oversight of specific business strategic risks including those relating to Intuit’s business models and inorganic growth strategy.
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•
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At quarterly Board meetings, the CEO and heads of our principal business units provide detailed reports to the Board, which include discussions of the risks involved in their respective areas of responsibility. In addition, members of each committee provide a report to the full Board covering the committee’s risk oversight and other activities. The senior management team also informs the Board routinely of developments that could affect our risk profile or other aspects of our business.
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Director
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|
Acquisition Committee
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Audit and Risk Committee
|
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Compensation and Organizational Development Committee
|
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Nominating and Governance Committee
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Eve Burton
|
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X
|
|
X
|
|
|
|
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Scott D. Cook
|
|
|
|
|
|
|
|
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Richard L. Dalzell
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Chair
|
|
X
|
|
|
|
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Diane B. Greene
|
|
|
|
|
|
X
|
|
Chair
|
Suzanne Nora Johnson
|
|
|
|
|
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Chair
|
|
X
|
Dennis D. Powell
|
|
X
|
|
Chair
|
|
|
|
|
Brad D. Smith
|
|
|
|
|
|
|
|
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Raul Vazquez
|
|
X
|
|
X
|
|
|
|
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Jeff Weiner
|
|
|
|
|
|
X
|
|
X
|
Number of meetings in Fiscal 2016
|
|
6
|
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12
|
|
5
|
|
4
|
•
|
Each Named Executive Officer (defined on page 41);
|
•
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Each director and nominee;
|
•
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All current directors, nominees and executive officers as a group; and
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•
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Each stockholder beneficially owning more than 5% of our common stock.
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Name of Beneficial Owner
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Amount and Nature of Beneficial Ownership (#)
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Percent of Class (%)
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Directors, Director Nominees and Executive Officers:
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|
|
|
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Scott D. Cook(1)
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12,934,313
|
|
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5.03
|
%
|
Brad D. Smith(2)
|
|
857,662
|
|
|
*
|
|
R. Neil Williams(3)
|
|
178,740
|
|
|
*
|
|
Sasan K. Goodarzi(4)
|
|
259,707
|
|
|
*
|
|
H. Tayloe Stansbury(5)
|
|
57,230
|
|
|
*
|
|
Daniel A. Wernikoff(6)
|
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174,884
|
|
|
*
|
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Eve Burton(7)
|
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961
|
|
|
*
|
|
Richard L. Dalzell(8)
|
|
5,424
|
|
|
*
|
|
Diane B. Greene(9)
|
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29,987
|
|
|
*
|
|
Suzanne Nora Johnson(10)
|
|
30,831
|
|
|
*
|
|
Dennis D. Powell(11)
|
|
31,780
|
|
|
*
|
|
Raul Vazquez
|
|
—
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|
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*
|
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Jeff Weiner(12)
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18,220
|
|
|
*
|
|
All current directors and executive officers as a group (15 people)(13)
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14,730,493
|
|
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5.70
|
%
|
Other 5% Stockholders:
|
|
|
|
|
|
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BlackRock, Inc.(14)
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18,411,014
|
|
|
7.16
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%
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Capital World Investors(15)
|
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17,255,000
|
|
|
6.71
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%
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The Vanguard Group(16)
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15,503,587
|
|
|
6.03
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%
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*
|
|
Indicates ownership of 1% or less.
|
(1)
|
Represents
12,782,312
shares held by trusts of which Mr. Cook is a trustee and
152,001
shares held by a trust Mr. Cook has investment control over, but of which he is not a trustee.
|
(2)
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Includes
649,374
shares issuable upon exercise of options held by Mr. Smith.
|
(3)
|
Includes
174,013
shares issuable upon exercise of options and upon settlement of vested restricted stock units held by Mr. Williams.
|
(4)
|
Includes
259,707
shares issuable upon exercise of options held by Mr. Goodarzi.
|
(5)
|
Includes
56,560
shares issuable upon exercise of options and upon settlement of vested restricted stock units held by Mr. Stansbury.
|
(6)
|
Includes
171,307
shares issuable upon exercise of options and upon settlement of vested restricted stock units held by Mr. Wernikoff.
|
(7)
|
Includes
961
shares issuable upon settlement of vested restricted stock units held by Ms. Burton.
|
(8)
|
Includes
5,424
shares issuable upon settlement of vested restricted stock units held by Mr. Dalzell.
|
(9)
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Includes
15,094
shares issuable upon settlement of vested restricted stock units held by Ms. Greene.
|
(10)
|
Includes
15,094
shares issuable upon settlement of vested restricted stock units held by Ms. Nora Johnson.
|
(11)
|
Includes
15,094
shares issuable upon settlement of vested restricted stock units held by Mr. Powell.
|
(12)
|
Represents
18,220
shares issuable upon settlement of vested restricted stock units held by Mr. Weiner.
|
(13)
|
Includes
1,509,312
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
22,290
outstanding shares and
128,464
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 on January 26, 2016 by BlackRock, reporting ownership as of December 31,
2015
. BlackRock reported sole voting power as to
15,369,718
shares and sole dispositive power as to
18,411,014
shares. The address of BlackRock is 55 East 52nd Street, New York, New York 10022.
|
(15)
|
Ownership information for Capital World Investors (“Capital World”) is based on a Schedule 13G filed with the SEC on February 12, 2016 by Capital World, reporting ownership as of December 31,
2015
. Capital World reported sole voting power and sole dispositive power as to
17,255,000
shares. The address of Capital World is 333 Hope Street, Los Angeles, California 90071.
|
(16)
|
Ownership information for The Vanguard Group (“Vanguard”) is based on a Schedule 13G/A filed with the SEC on February 10, 2016 by Vanguard, reporting ownership as of December 31,
2015
. Vanguard reported sole voting power as to
494,119
shares, shared voting power over
26,100
shares, sole dispositive power as to
14,982,006
shares, and shared dispositive power as to
521,581
shares. The address of Vanguard is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.
|
![]() |
Eve Burton (Age 58)
Senior Vice President and General Counsel, The Hearst Corporation
Ms. Burton has been an Intuit Director since January 2016 and is a member of the Audit and Risk Committee and the Acquisition Committee. Ms. Burton has served as Senior Vice President and General Counsel of The Hearst Corporation, a diversified media company, since March 2012. She joined The Hearst Corporation in 2002 as Vice President and General Counsel. Ms. Burton is also a member of Hearst CEO’s
|
strategic advisory group and of the Hearst Venture Investment Committee. She also serves as an Adjunct Professor of Constitutional Law and Journalism at the Columbia University Graduate School of Journalism. Prior to joining The Hearst Corporation, Ms. Burton was Vice President and Chief Legal Officer of CNN from 2000 to 2001. Ms. Burton serves on the board of The Hearst Corporation and was a member of the AOL board of directors from 2013 to 2015 until its acquisition by Verizon Communications Inc. Her non-profit board affiliations include the David and Helen Gurley Brown Institute for Media Innovations at Stanford and Columbia Universities and the board of trustees of Middlebury College. Ms. Burton holds a Juris Doctorate from Columbia University.
|
|
Relevant Expertise
Ms. Burton brings to the Board legal and business experience as a general counsel for a global company engaged in a broad range of diversified communications activities and strategic partnerships and investments. She also brings insights into operational and security issues facing online consumer services companies as well as an expertise in the area of government relations.
|
|
Other Public Company Boards
None
|
![]() |
Scott D. Cook (Age 64)
Founder and Chairman of the Executive Committee, Intuit Inc.
Mr. Cook has been an Intuit director since 1984. A co-founder of Intuit, Mr. Cook served as Intuit’s President and Chief Executive Officer from 1984 to 1994 and served as Chairman of the Board from 1993 to 1998.
Mr.
Cook was a director of eBay Inc. from 1998 to 2015 where he was a member of the Corporate Governance and Nominating Committee. Mr. Cook has been a director of The Procter & Gamble Company since 2000
|
where he chairs the Innovation & Technology Committee and is a member of the Compensation & Leadership Development Committee. Mr. Cook holds a Bachelor of Arts in Economics and Mathematics from the University of Southern California and a Master in Business Administration from Harvard Business School.
|
|
Relevant Expertise
Mr. Cook brings to the Board experience as an entrepreneur and corporate executive with a background in guiding and fostering innovation at companies in technology and other sectors, as well as his knowledge of Intuit’s operations, markets, management and strategy and his experience as a Board member of other large, global, consumer-focused companies.
|
|
Other Public Company Boards
The Procter & Gamble Company
|
![]() |
Richard L. Dalzell (Age 59)
Former Senior Vice President and Chief Information Officer, Amazon.com, Inc.
Mr. Dalzell has been an Intuit director since January 2015 and is a member of the Audit and Risk Committee and chairs the Acquisition Committee. Mr. Dalzell was Senior Vice President and Chief Information Officer at Amazon.com, Inc., an online retailer, until his retirement in 2007. Previously, Mr. Dalzell served in numerous other positions at Amazon.com, Inc., including Senior Vice President of Worldwide Architecture
|
and Platform Software and Chief Information Officer from 2001 to 2007, Senior Vice President and Chief Information Officer from 2000 to 2001 and Vice President and Chief Information Officer from 1997 to 2000. Prior to his employment with Amazon.com, Inc., Mr. Dalzell was Vice President of the Information Systems Division at Wal-Mart Stores, Inc. from 1994 to 1997. Since 2014, Mr. Dalzell has been a director of Twilio, Inc., where he is a member of the Nominating and Governance Committee. Mr. Dalzell was a director of AOL.com, Inc. from 2009 until its acquisition by Verizon Communications Inc. in 2015. Mr. Dalzell holds a Bachelor of Science degree in Engineering from the United States Military Academy at West Point.
|
|
Relevant Expertise
Mr. Dalzell brings to the Board extensive experience, expertise and background in Internet information technology, platform software, cloud computing and cybersecurity, as well as a global perspective, gained from his service as the Chief Information Officer of Amazon.com, Inc. He also brings corporate leadership experience gained from his service in various senior executive roles at Amazon.com, Inc.
|
|
Other Public Company Boards
Twilio, Inc.
|
![]() |
Diane B. Greene (Age 61)
Senior Vice President, Google Inc.
Ms. Greene has been an Intuit director since 2006 and is a member of the Compensation and Organizational Development Committee and chairs the Nominating and Governance Committee. Ms. Greene has served as the Senior Vice President of Enterprise Business at Google Inc. since December 2015. She has also served on the board of directors of Alphabet Inc. (and before its restructuring, Google Inc.) since January 2012. Ms.
|
Greene co-founded VMware, Inc. in 1998 and took the company public in 2007. Ms. Greene served as chief executive officer and president of VMware from 1998 to 2008, a member of the board of directors of VMware from 2007 to 2008, and as an Executive Vice President of EMC Corporation from 2005 to 2008. Prior to VMware, Ms. Greene held technical leadership positions at Silicon Graphics, Tandem, and Sybase and was chief executive officer of VXtreme. In addition to Ms. Greene’s public company board experience, she is a member of The MIT Corporation. Ms. Greene holds a Bachelor of Arts in mechanical engineering from the University of Vermont, a Master of Science degree in naval architecture from the Massachusetts Institute of Technology and a Master of Science degree in computer science from the University of California, Berkeley.
|
|
Relevant Expertise
Ms. Greene brings to the Board experience and insight as a successful technology entrepreneur and former chief executive officer of a public company, as well as deep expertise and knowledge of cloud computing and software as a service businesses.
|
|
Other Public Company Boards
Alphabet, Inc.
|
![]() |
Suzanne Nora Johnson (Age 59)
Former Vice-Chairman, The Goldman Sachs Group
Ms. Nora Johnson has been an Intuit director since 2007 and Lead Independent Director since January 2016. She also chairs the Compensation and Organizational Committee and is a member of the Nominating and Governance Committee. Ms. Nora Johnson joined The Goldman Sachs Group in 1985 and held several management positions throughout her tenure including: Vice Chairman, Chairman of the Global Markets
|
Institute, and Head of the Global Investments Research Division. Ms. Nora Johnson has been a member of the board of directors of: American International Group, Inc. since 2008; Pfizer Inc. since 2007; and VISA Inc. since 2007. Ms. Nora Johnson’s significant non-profit board affiliations include, among others, TechnoServe and the University of Southern California. Ms. Nora Johnson earned a Bachelor’s degree from the University of Southern California and a Juris Doctor from Harvard Law School.
|
|
Relevant Expertise
Ms. Nora Johnson brings to the Board valuable business experience managing large, complex, global institutions as well as insights into how changes in the financial services industry, public policy and the macro-economic environment affect our businesses.
|
|
Other Public Company Boards
American International Group, Inc.
Pfizer Inc.
VISA Inc.
|
![]() |
Dennis D. Powell (Age 68)
Former Chief Financial Officer, Cisco Systems, Inc.
Mr. Powell has been an Intuit director since 2004 and is Chairman of the Audit and Risk Committee and a member of the Acquisition Committee. Mr. Powell was executive advisor of Cisco Systems, Inc. from 2008 to 2010. Mr. Powell joined Cisco in 1997 and held several management positions throughout his tenure including: Executive Vice President and Chief Financial Officer from 2003 to 2008; Senior Vice President,
|
Corporate Finance Vice President from 2002 to 2003; and Corporate Controller from 1997 to 2002. Prior to Cisco, Mr. Powell held the position of senior partner at Coopers & Lybrand LLP, where his tenure spanned 26 years. Mr. Powell has been a member of the board of directors of Applied Materials, Inc. since 2007 and served on the board of directors of VMware, Inc. from 2007 until 2015. Mr. Powell holds a Bachelor of Science in Business Administration with a concentration in accounting from Oregon State University.
|
|
Relevant Expertise
Mr. Powell brings to the Board executive management experience with large, global organizations as well as deep financial expertise and insights into operational issues, which he has gained through his tenure as an executive at a large public technology company.
|
|
Other Public Company Boards
Applied Materials, Inc.
|
![]() |
Brad D. Smith (Age 52)
Chairman, President and Chief Executive Officer, Intuit Inc.
Mr. Smith has been an Intuit director since 2008 and Chairman of the Board since January 2016 and is currently Chairman, President and Chief Executive Officer of Intuit. Mr. Smith joined Intuit in 2003 and has served as Senior Vice President and General Manager, Small Business Division from 2006 to 2007, Senior Vice President and General Manager, QuickBooks from 2005 to 2006, Senior Vice President and General Manager,
|
Consumer Tax Group from 2004 to 2005 and as Vice President and General Manager of Intuit’s Accountant Central and Developer Network from 2003 to 2004. Before joining Intuit, Mr. Smith held the position of Senior Vice President of Marketing and Business Development of ADP, where he held several executive positions from 1996 to 2003. Mr. Smith served on the board of directors of Yahoo! Inc. from 2010 until 2013. Mr. Smith was elected to the board of directors of Nordstrom, Inc. in June 2013, where he chairs the Audit Committee and serves on the Technology Committee. Mr. Smith holds a Bachelor’s degree in Business Administration from Marshall University and a Master’s degree in Management from Aquinas College.
|
|
Relevant Expertise
Mr. Smith, as Chairman and Chief Executive Officer of Intuit, brings to the Board the most relevant knowledge of Intuit’s strategy, markets, operations and employees and provides industry expertise and context on all matters that come before the Board.
|
|
Other Public Company Boards
Nordstrom, Inc.
|
![]() |
Raul Vazquez (Age 45)
Chief Executive Officer and Director, Oportun
Raul Vazquez has been an Intuit director since May 2016 and serves as a member of the Audit and Risk Committee and the Acquisition Committee. Mr. Vazquez has served as chief executive officer and board member of Oportun, a financial technology company since April 2012. Prior to joining Oportun, Vazquez spent nine years at Walmart in various senior leadership roles, including executive vice president and
|
president of Walmart West, chief executive officer of Walmart.com, and executive vice president of Global eCommerce for developed markets. Mr. Vazquez previously worked in startup companies in e-commerce, at a global strategy consulting firm focused on Fortune 100 companies and as an industrial engineer for Baxter Healthcare. Mr. Vazquez also served as a member of the board of directors of Staples, Inc. from 2013 to June 2016. In September 2015, Mr. Vazquez was named to the Federal Reserve Board’s Community Advisory Council and currently serves as its chair, and in August 2016, Mr. Vazquez was named to the Consumer Financial Protection Bureau’s Consumer Advisory Board. Mr. Vazquez received a Bachelor of Science and a Master of Science degree in industrial engineering from Stanford University and an MBA from the Wharton Business School at the University of Pennsylvania.
|
|
Relevant Expertise
Mr. Vazquez brings to the Board a wide range of experience in innovative consumer financial products, retail, marketing, e-commerce, technology and community development, as well as corporate leadership experience with global organizations.
|
|
Other Public Company Boards
None
|
![]() |
Jeff Weiner (Age 46)
Chief Executive Officer, LinkedIn Corporation
Mr. Weiner has been a director of Intuit since April 2012 and is a member of the Compensation and Organizational Development Committee and Nominating and Governance Committee. He has served as the Chief Executive Officer of LinkedIn, an Internet professional network provider, since June 2009, and as a director of LinkedIn since July 2009. The acquisition of LinkedIn by Microsoft Corp. is pending. He served
|
as LinkedIn’s Interim President from December 2008 until June 2009. Before joining LinkedIn, Mr. Weiner was an executive in residence at Accel Partners and Greylock Partners, both venture capital firms, from September 2008 to June 2009. From May 2001 to June 2008 he held several positions at Yahoo! Inc., one of the world’s largest digital media companies, including most recently as an Executive Vice President of Yahoo’s network division. He holds a bachelor’s degree in economics from The Wharton School at the University of Pennsylvania.
|
|
Relevant Expertise
Mr. Weiner brings to the Board experience and insights as the chief executive officer of a successful public technology company as well expertise and knowledge in social networking platforms, consumer web and mobile products.
|
|
Other Public Company Boards
LinkedIn Corporation
|
Director Name
|
|
Fees Earned or Paid in Cash ($)
|
|
Stock Awards ($)(1)
|
|
All Other Compensation ($)
|
|
Total ($)
|
|||||||
Eve Burton
|
|
—
|
|
(2)
|
|
424,896
|
|
(2)
|
|
—
|
|
|
|
424,896
|
|
William V. Campbell
|
|
200,000
|
|
(3) (5)
|
|
—
|
|
|
|
—
|
|
|
|
200,000
|
|
Scott D. Cook
|
|
—
|
|
|
|
—
|
|
|
|
1,090,000
|
|
(4)
|
|
1,090,000
|
|
Richard L. Dalzell
|
|
—
|
|
(2)
|
|
367,419
|
|
(2)
|
|
—
|
|
|
|
367,419
|
|
Diane B. Greene
|
|
102,500
|
|
|
|
259,955
|
|
|
|
—
|
|
|
|
362,455
|
|
Edward A. Kangas
|
|
30,000
|
|
(5)
|
|
—
|
|
|
|
—
|
|
|
|
30,000
|
|
Suzanne Nora Johnson
|
|
139,375
|
|
|
|
259,955
|
|
|
|
—
|
|
|
|
399,330
|
|
Dennis D. Powell
|
|
122,500
|
|
|
|
259,955
|
|
|
|
—
|
|
|
|
382,455
|
|
Raul Vazquez
|
|
45,000
|
|
|
|
269,976
|
|
|
|
—
|
|
|
|
314,976
|
|
Jeff Weiner
|
|
—
|
|
(2)
|
|
344,953
|
|
(2)
|
|
—
|
|
|
|
344,953
|
|
(1)
|
These amounts represent the aggregate grant date fair value of RSUs granted during fiscal
2016
, 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
2016
” and “Outstanding Equity Awards for Directors at Fiscal Year-End
2016
(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)
|
Ms. Burton, Mr. Dalzell, and Mr. Weiner elected to receive fees due them for service on the Board and Committees during calendar year
2016
in RSUs, in accordance with Intuit’s Director Compensation Program, which is tied to the calendar year rather than Intuit’s fiscal year. These RSUs were awarded in January
2016
and are in respect of service provided during calendar year
2016
(which includes the first quarter of Intuit’s fiscal
2017
). Please see the “Equity Grants to Directors During Fiscal Year
2016
” table for more information.
|
(3)
|
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.
|
(4)
|
Mr. Cook is an employee of Intuit; thus, he is not compensated as a director. Mr. Cook’s compensation represents an annual salary of
$550,000
and an incentive bonus of
$540,000
awarded for service in fiscal
2016
. Mr. Cook did not receive any equity awards from Intuit during fiscal
2016
.
|
(5)
|
Mr. Campbell and Mr. Kangas did not stand for re-election to Intuit’s Board in January 2016.
|
|
|
Stock Awards
|
||||||
Director Name
|
|
Grant Date
|
|
Shares Subject to Award (#)
|
|
Grant Date Fair Value
($)(1)
|
||
Eve Burton
|
|
1/22/2016
|
|
2,777
|
|
(2)
|
259,955
|
|
Eve Burton
|
|
1/22/2016
|
|
801
|
|
(3)
|
74,982
|
|
Eve Burton
|
|
1/22/2016
|
|
961
|
|
(4)
|
89,959
|
|
Scott D. Cook
|
|
|
|
—
|
|
|
—
|
|
Richard L. Dalzell
|
|
1/22/2016
|
|
2,777
|
|
(2)
|
259,955
|
|
Richard L. Dalzell
|
|
1/22/2016
|
|
1,148
|
|
(4)
|
107,464
|
|
Diane B. Greene
|
|
1/22/2016
|
|
2,777
|
|
(2)
|
259,955
|
|
Suzanne Nora Johnson
|
|
1/22/2016
|
|
2,777
|
|
(2)
|
259,955
|
|
Dennis D. Powell
|
|
1/22/2016
|
|
2,777
|
|
(2)
|
259,955
|
|
Raul Vazquez
|
|
5/5/2016
|
|
1,942
|
|
(5)
|
194,977
|
|
Raul Vazquez
|
|
5/5/2016
|
|
747
|
|
(6)
|
74,999
|
|
Jeff Weiner
|
|
1/22/2016
|
|
2,777
|
|
(2)
|
259,955
|
|
Jeff Weiner
|
|
1/22/2016
|
|
908
|
|
(4)
|
84,998
|
|
(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,
2016
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,
2017
.
|
(3)
|
Initial Non-Employee Board Member grant which, subject to the director’s continued service, vests as to 50% of the shares on January 22, 2017 and 50% on January 22, 2018.
|
(4)
|
Represents RSUs awarded pursuant to a Conversion Grant (described below under “Annual Retainer and Equity Compensation Program for Non-Employee Directors”) for shares equivalent in fair value on the date of grant to annual retainers for Board and Committee service for calendar year
2016
.
|
(5)
|
Prorated Annual Non-Employee Board Member grant which, subject to the director’s continued service, vests as to 100% of the shares on May 1, 2017.
|
(6)
|
Initial Non-Employee Board Member grant which, subject to the director’s continued service, vests as to 50% of the shares on May 1, 2017 and 50% on May 1, 2018.
|
Director Name
|
|
Aggregate Shares Subject to Outstanding Stock
Awards (#)
|
|
|
Eve Burton
|
|
4,539
|
|
(1)
|
Scott D. Cook
|
|
—
|
|
|
Richard L. Dalzell
|
|
8,620
|
|
(2)
|
Diane B. Greene
|
|
17,871
|
|
(3)
|
Suzanne Nora Johnson
|
|
17,871
|
|
(3)
|
Dennis D. Powell
|
|
17,871
|
|
(3)
|
Raul Vazquez
|
|
2,689
|
|
|
Jeff Weiner
|
|
20,997
|
|
(4)
|
Position
|
|
Annual Amount ($)
|
|
Non-Employee Board Member
|
|
60,000
|
|
Lead Independent Director
|
|
40,000
|
|
Members of each of Audit and Risk Committee, Acquisition Committee, and Compensation and Organizational Development Committee
|
|
15,000
|
|
Members of the Nominating and Governance Committee
|
|
10,000
|
|
Audit and Risk Committee Chair*
|
|
32,500
|
|
Compensation and Organizational Development Committee Chair*
|
|
25,000
|
|
Acquisition Committee and Nominating and Governance Committee Chairs*
|
|
17,500
|
|
Board Position
|
|
Fixed Amount of Award ($)
|
|
Non-Employee Board Member (annual grant)
|
|
260,000
|
|
New Board Member (additional grant upon joining Board)
|
|
75,000
|
|
Fee Category
|
|
Fiscal
2016
|
|
Fiscal
2015
|
||||
Audit Fees
|
|
$
|
4,635,000
|
|
|
$
|
4,098,000
|
|
Audit-Related Fees
|
|
69,000
|
|
|
91,000
|
|
||
Tax Fees
|
|
—
|
|
|
51,000
|
|
||
All Other Fees
|
|
—
|
|
|
—
|
|
||
Total Fees
|
|
$
|
4,704,000
|
|
|
$
|
4,240,000
|
|
•
|
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.
|
Number of shares that will be authorized for future grant after stockholder approval of the Plan(1)
|
32,100,000
|
Number of stock options outstanding at 7/31/16
|
8,345,851
|
Number of full-value awards (restricted stock units and performance-based restricted stock units) outstanding
at 7/31/16
|
9,038,518
|
Weighted average remaining term of outstanding options
|
6.07 years
|
Weighted average exercise price of outstanding options
|
$88.55
|
(1) Grants of stock-based awards other than options or SARs count against the authorization as 2.3 shares. The authorization will also be reduced by the number of shares granted between July 31, 2016 and the date of stockholder approval adjusted by the fungible ratio. Between July 31, 2016 and October 31, 2016, Intuit granted no options and 374,392 RSUs under the Plan. If all of the shares subject to these RSUs are issued, this would reduce the Plan’s share reserve by 861,102 shares (after adjusting the RSUs by the 2.3 fungible share ratio).
|
|
|
|
|
FY14
|
|
FY15
|
|
FY16
|
|
FY14-16 Avg.
|
||||
a
|
|
Options Granted
|
|
2,206,000
|
|
|
1,981,000
|
|
|
2,553,000
|
|
|
2,246,667
|
|
b
|
|
Wtd. Avg. Exercise Price
|
|
$82.15
|
|
$106.86
|
|
$113.08
|
|
$100.70
|
||||
c
|
|
Black-Scholes Fair Value %
|
|
26.0
|
%
|
|
18.1
|
%
|
|
18.0
|
%
|
|
20.7
|
%
|
d = a x b x c
|
|
Fair Value of Option Grants
|
|
$47,076,040
|
|
$38,411,590
|
|
$51,953,550
|
|
$45,813,727
|
||||
e
|
|
RSUs/PSUs Granted
|
|
3,896,000
|
|
|
3,501,000
|
|
|
4,072,000
|
|
|
3,823,000
|
|
f
|
|
Wtd. Avg. Grant Price
|
|
$71.37
|
|
$89.58
|
|
$99.30
|
|
$86.75
|
||||
g = e x f
|
|
Fair Value of RSU Grants
|
|
$278,057,520
|
|
$313,619,580
|
|
$404,349,600
|
|
$332,008,900
|
||||
h = d + g
|
|
Fair Value of All Grants
|
|
$325,133,560
|
|
$352,031,170
|
|
$456,303,150
|
|
$377,822,627
|
||||
i
|
|
Wtd. Avg. Market Cap
|
|
$20,734,400,000
|
|
$25,624,100,000
|
|
$26,382,650,000
|
|
$24,247,050,000
|
||||
|
|
Wtd. Avg. Basic Shares Outstanding
|
|
285,000,000
|
|
|
281,000,000
|
|
|
262,000,000
|
|
|
276,000,000
|
|
j = h ÷ i
|
|
Gross Annual SVT Cost
|
|
1.57
|
%
|
|
1.37
|
%
|
|
1.73
|
%
|
|
1.56
|
%
|
|
|
|
Plan Termination Date:
|
|
January 19, 2027
|
|
|
|
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, 2016, there were approximately 8,038 individuals eligible to participate in the Plan, including approximately 8,031 employees and seven 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, 2016 was $108.74.
|
|
|
|
Share Reserve:
|
|
Under the Restated 2005 Plan a total of 32,100,000 shares would be authorized for issuance for new awards, subject to stockholder approval of the Restated 2005 Plan, less grants made after July 31, 2016 (which grants are counted against the share pool at the fungible ratio described below). This reflects an increase of 23,110,386 shares to the 8,989,614 shares available for issuance as of July 31, 2016. The total historical authorization under the Restated 2005 Plan since its inception (including shares subject to outstanding awards and awards that have vested/exercised), if the Restated 2005 Plan is approved, will be 138,110,386 shares. The share reserve for the Restated 2005 Plan will be reduced by one share for every one share that is subject to an option or SAR granted after July 31, 2016 and 2.3 shares for every one share that is subject to an award other than an option or SAR granted after July 31, 2016. Shares that are subject to awards that have been forfeited, expired or settled for cash (in whole or part), or tendered or withheld in satisfaction of withholding tax liabilities arising from an award granted on or after July 21, 2016 other than an option or SAR will 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)
(5) Cash-Based Awards
|
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 (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 2,000,000 shares (3,000,000 for a new hire grant) may be made subject to awards to a single participant in any fiscal year. The maximum cash amount payable pursuant to all cash-based awards granted in any calendar year to any participant will not exceed five million dollars ($5,000,000). These limits are necessary for awards to qualify as performance-based compensation under Section 162(m) of the Code, and have been reduced by 50% from the prior limits in light of the increase in Intuit’s stock price (other than the cash limit, which is being added in connection with the addition of cash-based awards as a permissible award type under the Restated 2005 Plan), and are greater than the number of options or other awards that Intuit has granted to any individual in the past. These limits do not signal any intent on our part to significantly change our practices regarding the grant of equity awards or other 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 over a performance period to be determined by Intuit’s Compensation Committee, 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, (xxiii) adjusted operating cash flow return on income, (xxiv) employee productivity and satisfaction metrics, (xxv) market share, (xxvi) strategic positioning, or (xxvii) new product releases. 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 is permitted only in accordance with 162(m) and if timely approved in connection with the establishment of 162(m) performance criteria.
|
|
|
|
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 are generally subject to a mandatory deferral period of five years.
|
|
|
|
Other Award Terms
:
|
|
Stock options and SARs will have a term no longer than ten 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).
|
|
|
|
|
|
Unless otherwise provided in an award agreement, 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 of service 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 with 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. Notwithstanding the foregoing in the event of a Corporate Transaction (as defined in the Restated 2005 Plan), any Option or SAR with an exercise price that equals or exceeds the value of the consideration to be paid to the holders of Intuit’s common stock (on a per share basis) may be cancelled without any consideration.
|
|
|
|
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 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. To the extent required by applicable law (such as Section 162(m) of the Code or Rule 16b-3 under the Securities Exchange Act of 1934), certain awards 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 (based on such further terms and conditions, if any, provided in the applicable award agreement). 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
|
|
|
2,236,777
|
|
|
|
|
2,006,550
|
|
|
R. Neil Williams
|
|
|
609,346
|
|
|
|
|
646,459
|
|
|
Sasan K. Goodarzi
|
|
|
713,393
|
|
|
|
|
594,562
|
|
|
H. Tayloe Stansbury
|
|
|
348,590
|
|
|
|
|
396,730
|
|
|
Daniel A. Wernikoff
|
|
|
453,874
|
|
|
|
|
454,075
|
|
|
All executive officers as a group (8 persons)
|
|
|
4,999,590
|
|
|
|
|
4,582,074
|
|
|
All non-executive directors as a group (7 persons)
|
|
|
507,500
|
|
|
|
|
137,774
|
|
|
All employees, excluding executive officers
|
|
|
61,538,533
|
|
|
|
|
35,625,626
|
|
|
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
|
|
16,904
|
|
(2)
|
|
89.20
|
|
|
|
12,747
|
|
(5)
|
Equity compensation plans not approved by security holders
|
|
480
|
|
(3)
|
|
4.85
|
|
|
|
—
|
|
|
Total
|
|
17,384
|
|
(4)
|
|
88.55
|
|
|
|
12,747
|
|
|
(1)
|
RSUs have been excluded for purposes of computing weighted average exercise prices.
|
(2)
|
Represents
8.282 million
shares issuable upon exercise of options and
8.622 million
shares issuable upon vesting of RSU awards, which are settled for shares of Intuit common stock on a one-for-one basis.
|
(3)
|
Represents
0.064 million
shares issuable upon exercise of options and
0.416 million
shares issuable upon vesting of RSU awards which were assumed in connection with corporate acquisitions.
|
(4)
|
Represents
8.346 million
shares issuable upon exercise of options and
9.038 million
shares issuable upon vesting of RSU awards.
|
(5)
|
Represents
8.990 million
shares available for issuance under our 2005 Equity Incentive Plan and
3.757 million
shares available for issuance under our Employee Stock Purchase Plan.
|
•
|
A significant portion of our senior executive officer compensation is in the form of performance-based incentives, and in fiscal
2016
, 50% of the annual equity incentive value granted as part of our regular equity grant cycle was in the form of performance-based RSUs, which measure relative TSR compared to a peer group;
|
•
|
We do not provide supplemental company-paid retirement benefits designed for executive officers;
|
•
|
We do not provide any excise tax “gross-up” payments;
|
•
|
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 operating performance-based equity awards and beginning in the 2016 fiscal year implemented “clawback” provisions for cash bonus payments under our Senior Executive Incentive Plan;
|
•
|
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 the non-employee director guideline set at five times retainer; and
|
•
|
The CEO’s service-based RSUs and Relative TSR RSUs granted in fiscal 2015 and 2016 include a mandatory one-year holding period, requiring the CEO to hold the underlying shares for at least one year after the awards vest.
|
Executive Summary
|
41
|
Compensation Practices
|
44
|
2016 “Say on Pay” Advisory Vote on Executive Compensation
|
46
|
Compensation Philosophy and Objectives
|
47
|
Specific Elements of Fiscal 2016 Compensation
|
47
|
Fiscal 2016 Named Executive Officer Compensation Decisions
|
53
|
Achievement of Performance Targets for July 2013 Performance-Based RSUs
|
56
|
Use of Competitive Data
|
58
|
Intuit’s Management Stock Purchase Program
|
59
|
Employee Benefits
|
60
|
Termination Benefits
|
60
|
Role of Compensation Consultants, Executive Officers and the Board in Compensation Determinations
|
60
|
Accounting and Tax Implications of Our Compensation Policies
|
61
|
Stock Ownership Guidelines
|
61
|
Intuit’s Policy Regarding Derivatives, Short Sales, Hedging and Pledging
|
61
|
Intuit’s Equity Granting Policy for Senior Executives
|
62
|
•
|
Brad D. Smith, Chairman, President and Chief Executive Officer
|
•
|
R. Neil Williams, Executive Vice President and Chief Financial Officer
|
•
|
Sasan K. Goodarzi, Executive Vice President and General Manager, Consumer Tax Group through April 30, 2016, and Executive Vice President and General Manager, Small Business Group, effective May 1, 2016
|
•
|
H. Tayloe Stansbury, Executive Vice President and Chief Technology Officer
|
•
|
Daniel A. Wernikoff, Executive Vice President and General Manager, Small Business Group through April 30, 2016, and Executive Vice President and General Manager, Consumer Tax Group, effective May 1, 2016
|
•
|
Fiscal 2016 revenue of $4.7 billion, an increase of 12% over fiscal 2015; GAAP operating income of $1.2 billion, an increase of 68% over the prior year, and non-GAAP operating income of $1.6 billion, up 36%; GAAP diluted earnings per share of $3.69, up from $1.28 in 2015, and non-GAAP diluted EPS of $3.78, up 46%, in each case, exceeding our guidance for the year; note that fiscal 2016 GAAP earnings per share includes $0.65 net income per share from discontinued operations and fiscal 2015 GAAP earnings per share includes $0.17 net loss per share from discontinued operations;
|
•
|
An increase of 15% in TurboTax Online units in the U.S., with total TurboTax units growing 12% (excluding the Free File Alliance, which is our free tax offering for eligible taxpayers);
|
•
|
The Consumer Tax business had revenue growth of 10% for fiscal 2016;
|
•
|
Two dozen product innovations in TurboTax, driving share growth in the do-it-yourself software category for the third year in a row;
|
•
|
An increase of 41% in total QuickBooks Online subscribers, reaching 1.513 million subscribers at the end of the 2016 fiscal year, including 45% growth in QuickBooks Online subscribers outside the U.S. to 287,000 and growth in QuickBooks Self-Employed subscribers from 25,000 to 85,000;
|
•
|
Continued momentum in the Small Business Online ecosystem with revenue growth of 25% for the year;
|
•
|
Online payroll customer growth of 17% and online active payments customers growth of 6%;
|
•
|
Continued discipline in the Company’s financial strategy, focusing on cash management and maintaining a strong balance sheet, including paying dividends of $0.30 per share each quarter, and the repurchase of $2.3 billion of shares in fiscal 2016, reducing our weighted average share count by 7%; and
|
•
|
Employee engagement and customer satisfaction scores that continued to reflect best-in-class levels, with Intuit continuing its run of 15 consecutive appearances in Fortune Magazine’s “Top 100 Places to Work” list and placing at #4 on Fortune Magazine’s “Most Admired Software Company” list.
|
|
July 31, 2011
|
|
July 31, 2012
|
|
July 31, 2013
|
|
July 31, 2014
|
|
July 31, 2015
|
|
July 31, 2016
|
||||||||||||
Intuit Inc.
|
$
|
100.00
|
|
|
$
|
125.62
|
|
|
$
|
139.91
|
|
|
$
|
181.28
|
|
|
$
|
236.44
|
|
|
$
|
251.09
|
|
S&P 500
|
$
|
100.00
|
|
|
$
|
109.13
|
|
|
$
|
136.41
|
|
|
$
|
159.52
|
|
|
$
|
177.40
|
|
|
$
|
187.36
|
|
Morgan Stanley Technology Index
|
$
|
100.00
|
|
|
$
|
111.45
|
|
|
$
|
118.36
|
|
|
$
|
151.58
|
|
|
$
|
169.91
|
|
|
$
|
190.19
|
|
Compensation Practices
|
ü
A significant portion of our fiscal 2016 senior executive officer compensation is in the form of incentives tied to achievement of particular performance measures;
|
ü
We have “clawback” provisions for operating performance-based equity awards and beginning in the 2016 fiscal year implemented “clawback” provisions for cash bonus payments under our Senior Executive Incentive Plan;
|
ü
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 the non-employee director guideline set at five times annual cash retainer;
|
ü
The CEO’s service-based RSUs and Relative TSR RSUs granted in fiscal 2015 and 2016 include a mandatory one-year holding period, requiring the CEO to hold the underlying shares for at least one year after the awards vest;
|
û
We prohibit directors and executive officers from pledging Intuit stock or engaging in hedging transactions involving Intuit stock;
|
û
We do not provide supplemental company-paid retirement benefits designed for executive officers;
|
û
We do not provide any excise tax “gross-up” payments; and
|
û
We do not provide perquisites or other executive benefits based solely on rank.
|
•
|
Help achieve our corporate growth and business strategy;
|
•
|
Compensate our executives based on both Company performance and individual performance;
|
•
|
Hire, retain and motivate talented executives with proven experience in an increasingly competitive market; and
|
•
|
Have a greater portion of Named Executive Officer pay opportunity tied to short- and long-term incentive programs than other Intuit employees, because these executives 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
|
|
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
|
|
Retain executives and provide alignment with stockholders’ interests during the vesting term (assuming the one-year GAAP operating income hurdle is met)
|
Relative TSR RSUs
|
|
Retain and align executives with stockholders for a minimum of three years and offer upside for strong positive returns to stockholders relative to similar alternative investments over 12, 24 and 36 month periods
|
Measure
|
|
Revenue ($ Billions)
|
|
Non-GAAP Operating Income ($ Billions)
|
|
Deferred Revenue Balance ($ Billions)
|
|
Total
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighting
|
|
33.3%
|
+
|
33.3%
|
+
|
33.3%
|
=
|
100%
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Baseline
|
|
|
|
|
Bonus Pool
|
|
|
|
Bonus Pool
|
|
FY16
|
|
Bonus Pool
|
|
Company
|
|
|
|
|
Funding
|
|
FY16
|
|
Funding
|
|
Deferred
|
|
Funding
|
|
Performance
|
|
|
FY16
|
|
as a Percent
|
|
Operating
|
|
as a Percent
|
|
Revenue
|
|
as a Percent
|
|
as a Percent
|
|
|
Revenue
|
|
of Target*
|
|
Income (1)
|
|
of Target*
|
|
Balance
|
|
of Target*
|
|
of Target(2)
|
Maximum
|
|
$4.83
|
|
150%
|
|
$1.55
|
|
150%
|
|
$1.06
|
|
150%
|
|
150%
|
|
|
$4.78
|
|
133%
|
|
$1.54
|
|
133%
|
|
$1.04
|
|
133%
|
|
133%
|
|
|
$4.73
|
|
117%
|
|
$1.52
|
|
117%
|
|
$1.02
|
|
117%
|
|
117%
|
Target
|
|
$4.68
|
|
100%
|
|
$1.50
|
|
100%
|
|
$1.00
|
|
100%
|
|
100%
|
|
|
$4.60
|
|
95%
|
|
$1.48
|
|
95%
|
|
$0.96
|
|
95%
|
|
95%
|
|
|
$4.52
|
|
90%
|
|
$1.45
|
|
90%
|
|
$0.93
|
|
90%
|
|
90%
|
|
|
$4.44
|
|
85%
|
|
$1.43
|
|
85%
|
|
$0.90
|
|
85%
|
|
85%
|
|
|
$4.41
|
|
71%
|
|
$1.42
|
|
71%
|
|
$0.88
|
|
71%
|
|
71%
|
|
|
$4.37
|
|
57%
|
|
$1.40
|
|
57%
|
|
$0.86
|
|
57%
|
|
57%
|
|
|
$4.33
|
|
43%
|
|
$1.39
|
|
43%
|
|
$0.85
|
|
43%
|
|
43%
|
|
|
$4.29
|
|
28%
|
|
$1.38
|
|
28%
|
|
$0.83
|
|
28%
|
|
28%
|
|
|
$4.25
|
|
14%
|
|
$1.37
|
|
14%
|
|
$0.81
|
|
14%
|
|
14%
|
Threshold
|
|
$4.21
|
|
—%
|
|
$1.35
|
|
—%
|
|
$0.80
|
|
—%
|
|
—%
|
Actual
|
|
$4.69
|
|
105%
|
|
$1.56
|
|
150%
|
|
$1.00
|
|
100%
|
|
119%
|
|
TSR
Percentile
Rank(1)
|
|
Shares Earned
as a Percent
of Target(2)
|
||
Maximum
|
100
|
|
|
200.0
|
%
|
|
95
|
|
|
187.5
|
%
|
|
90
|
|
|
175.0
|
%
|
|
85
|
|
|
162.5
|
%
|
|
80
|
|
|
150.0
|
%
|
|
75
|
|
|
137.5
|
%
|
|
70
|
|
|
125.0
|
%
|
|
65
|
|
|
112.5
|
%
|
Target
|
60
|
|
|
100.0
|
%
|
|
55
|
|
|
95.0
|
%
|
|
50
|
|
|
90.0
|
%
|
|
45
|
|
|
80.0
|
%
|
|
40
|
|
|
70.0
|
%
|
|
35
|
|
|
60.0
|
%
|
|
30
|
|
|
50.0
|
%
|
|
25
|
|
|
40.0
|
%
|
Threshold
|
< 25.0
|
|
|
—
|
%
|
(1)
|
Linear interpolation between defined points.
|
(2)
|
Payouts capped at 100% if absolute TSR is negative over any of the three performance periods.
|
Relative TSR Peer Companies
|
||||
Accenture plc
|
|
Computer Sciences Corporation
|
|
Paychex, Inc.
|
Activision Blizzard, Inc.
|
|
eBay, Inc.
|
|
PayPal Holdings, Inc.
|
Adobe Systems Incorporated
|
|
Electronic Arts, Inc.
|
|
Red Hat, Inc.
|
Akamai Technologies, Inc.
|
|
Facebook, Inc.
|
|
Sabre Corporation
|
Alliance Data Systems Corporation
|
|
Fidelity National Info Services, Inc.
|
|
salesforce.com, Inc.
|
Alphabet Inc.
|
|
First Data Corporation
|
|
Symantec Corporation
|
Amdocs Limited
|
|
Fiserv, Inc.
|
|
Synopsys, Inc.
|
Autodesk, Inc.
|
|
FleetCor Technologies, Inc.
|
|
Total System Services, Inc.
|
Automatic Data Processing, Inc.
|
|
Gartner, Inc.
|
|
Twitter Inc.
|
Broadridge Financial Solutions, Inc.
|
|
Global Payments Inc.
|
|
Vantiv, Inc.
|
CA, Inc.
|
|
H&R Block, Inc.
|
|
Visa Inc.
|
Cadence Design Systems
|
|
IBM Corporation
|
|
VMware, Inc.
|
CDK Global
|
|
Mastercard Incorporated
|
|
The Western Union Company
|
Check Point Software Technologies, Ltd.
|
|
Microsoft Corporation
|
|
Workday, Inc.
|
Citrix Systems, Inc.
|
|
Open Text Corporation
|
|
Xerox Corporation
|
Cognizant Technology Solutions
|
|
Oracle Corporation
|
|
Yahoo! Inc.
|
Relative TSR Peer Company Changes
|
|
Three 2015 TSR peer companies were removed in the fiscal 2016 award design because they no longer met the objective size requirement or are being acquired:
|
Equinix, Inc.
Teradata Corporation
LinkedIn Corporation
|
Eleven companies that met the size requirement were added:
|
Accenture plc
Amdocs Limited
Broadridge Financial Solutions, Inc.
Cadence Design Systems, Inc.
CDK Global, Inc.
First Data Corporation
Global Payments Inc.,
PayPal Holdings, Inc.
Sabre Corporation
Vantiv, Inc.
Workday, Inc
|
•
|
Revenue growth
|
•
|
Non-GAAP operating income growth
|
•
|
Leadership results
|
•
|
Build a high performing organization and a great environment for top talent to work:
|
•
|
Maintain high employee engagement (annual survey and related actions) in a highly competitive talent market (minimize regrettable losses of key talent)
|
•
|
Maintain rigorous talent management efforts (hiring, retention and development - with a specific focus on attracting/retaining top product and technical talent)
|
•
|
Enhance the product and engineering culture by engaging and empowering product, design and technical talent to develop and deliver great products and network effect platforms
|
•
|
Develop a collaborative work environment which empowers individuals at all levels to contribute and execute effectively in an ecosystem environment
|
•
|
Deliver awesome customer experiences that create delight and grow market share:
|
•
|
Uphold the highest customer experience as measured by improvements in customer benefit metrics and net promoter scores, including transforming our approach to customer care
|
•
|
Cultivate an innovative culture where teams apply rapid experimentation to improve existing and/or build new products that are valued by customers
|
•
|
Build durable advantage in Intuit’s technology and infrastructure that empowers local teams to innovate quickly, increasing effectiveness and efficiency (strategic capabilities and services)
|
•
|
Develop a systemic process for identifying and capitalizing on inorganic opportunities to strengthen Intuit’s talent, technology and revenue trajectory
|
•
|
Long-term strategic plan for Intuit that accelerates our growth track
|
•
|
Our durable mission: improve our customers’ financial lives so profoundly, they can’t imagine going back to the old way
|
•
|
Demonstrate progress against: (1) being the operating system behind small business success and (2) doing the nations’ taxes by:
|
1.
|
Delivering awesome product experiences:
|
a.
|
Amazing first use experiences that deliver the customer benefit much better than competitors
|
b.
|
Reimagined mobile first/mobile only, capitalizing on the unique mobile design and capabilities
|
2.
|
Enabling the contributions of others to build network effect platforms
|
a.
|
Solving multi-sided problems well, creating a virtuous circle of end users and contributors
|
b.
|
Expanding globally through platforms that are localized by users and developers
|
3.
|
Using data to create delight
|
a.
|
Enabling customer data to deliver better product experiences and breakthrough benefits
|
•
|
Multi-year leadership strategy and progress
|
◦
|
Management growth and succession plans; strong business leaders and pipeline; hiring and retention of key technical talent
|
◦
|
Positive trend for employee engagement results (annual survey and related actions); addressing any specific issues which arise (minimizing regrettable losses of key talent)
|
◦
|
Positive trend for customer experience results as measured by sustained improvement in customer benefit metrics and net promoter scores
|
◦
|
Progress against global expansion strategies
|
|
|
|
|
Target # of RSUs
|
|
# of RSUs/Stock Options
|
|||||||
|
|
|
|
Relative
|
|
|
|
|
|||||
|
|
|
|
TSR
|
|
|
|
|
|||||
|
|
Value-Based Equity
|
|
RSUs
|
|
RSUs
|
|
Stock Options
|
|||||
Name
|
|
Grant (1)
|
|
(50% of value)
|
|
(25% of value)
|
|
(25% of value)
|
|||||
Brad D. Smith
|
|
$
|
16,500,000
|
|
|
74,000
|
|
|
36,000
|
|
|
213,000
|
|
R. Neil Williams
|
|
$
|
6,500,000
|
|
|
29,289
|
|
|
14,356
|
|
|
84,153
|
|
Sasan K. Goodarzi
|
|
$
|
8,500,000
|
|
|
38,302
|
|
|
18,773
|
|
|
110,046
|
|
H. Tayloe Stansbury
|
|
$
|
6,000,000
|
|
|
27,036
|
|
|
13,252
|
|
|
77,679
|
|
Daniel A. Wernikoff
|
|
$
|
8,500,000
|
|
|
38,302
|
|
|
18,773
|
|
|
110,046
|
|
Measure
|
|
Revenue Growth (CAGR)
|
|
GAAP Operating Income Growth (CAGR)
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighting
|
|
50%
|
+
|
50%
|
=
|
100%
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FY14-FY16
|
|
|
|
|
|
Combined
|
|
|
FY14-FY16
|
|
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
|
|
13.1%
|
|
120%
|
|
200%
|
|
15.5%
|
|
120%
|
|
200%
|
|
200%
|
|
|
12.5%
|
|
115%
|
|
175%
|
|
14.9%
|
|
115%
|
|
175%
|
|
175%
|
|
|
12.0%
|
|
110%
|
|
150%
|
|
14.2%
|
|
110%
|
|
150%
|
|
150%
|
|
|
11.4%
|
|
105%
|
|
125%
|
|
13.6%
|
|
105%
|
|
125%
|
|
125%
|
Target
|
|
10.9%
|
|
100%
|
|
100%
|
|
12.9%
|
|
100%
|
|
100%
|
|
100%
|
|
|
9.3%
|
|
85%
|
|
95%
|
|
11.0%
|
|
85%
|
|
95%
|
|
95%
|
|
|
7.6%
|
|
70%
|
|
90%
|
|
9.0%
|
|
70%
|
|
90%
|
|
90%
|
|
|
5.7%
|
|
53%
|
|
68%
|
|
6.8%
|
|
53%
|
|
68%
|
|
68%
|
|
|
3.8%
|
|
35%
|
|
45%
|
|
4.5%
|
|
35%
|
|
45%
|
|
45%
|
|
|
1.9%
|
|
18.0%
|
|
23%
|
|
2.3%
|
|
18%
|
|
23%
|
|
23%
|
Threshold
|
|
—%
|
|
—%
|
|
—%
|
|
—%
|
|
—%
|
|
—%
|
|
—%
|
Actual
|
|
5.9%
|
|
54.0%
|
|
70%
|
|
1.4%
|
|
11%
|
|
14%
|
|
42.0%
|
|
Intuit’s TSR Percentile Rank
|
Payout as Percent of Target
|
Maximum
|
100.0
|
200.0%
|
|
95.0
|
187.5%
|
|
90.0
|
175.0%
|
|
85.0
|
162.5%
|
|
80.0
|
150.0%
|
|
75.0
|
137.5%
|
Actual
|
70.7
|
126.8%
|
|
70.0
|
125.0%
|
|
65.0
|
112.5%
|
Target
|
60.0
|
100.0%
|
|
55.0
|
83.3%
|
|
50.0
|
66.7%
|
|
45.0
|
50.0%
|
|
40.0
|
33.3%
|
|
35.0
|
16.7%
|
Threshold
|
30.0
|
—%
|
Name
|
|
2013 Operating Performance RSUs Vested
|
|
2013 Relative TSR RSUs Vested
|
|
Total 2013 RSUs Vested
|
|
Total 2013 Target RSUs Awarded
|
||||
Brad D. Smith
|
|
23,940
|
|
|
77,982
|
|
|
101,922
|
|
|
118,500
|
|
R. Neil Williams
|
|
9,030
|
|
|
29,798
|
|
|
38,828
|
|
|
45,000
|
|
Sasan K. Goodarzi
|
|
9,030
|
|
|
29,798
|
|
|
38,828
|
|
|
45,000
|
|
H. Tayloe Stansbury
|
|
5,670
|
|
|
18,386
|
|
|
24,056
|
|
|
28,000
|
|
Daniel A. Wernikoff
|
|
9,030
|
|
|
29,798
|
|
|
38,828
|
|
|
45,000
|
|
Criteria for Fiscal 2016 Peer Group
|
|
Characteristics
|
Relevant Business Lines and Headquartered in San Francisco Bay Area
|
|
All are Silicon Valley technology innovators and local companies that Intuit competes with for executive talent, and all except Tesla are software and services companies (GICS code 4510).
|
Comparable Pay Models
|
|
All members of peer group use a 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
|
|
Three companies (PayPal, Netflix and Juniper Networks) were added to the list in fiscal 2016 and Equinix was removed, following its reclassification as a REIT during the year.
|
2016 Compensation Peer Companies
|
||
Adobe Systems, Inc.
|
|
PayPal Holdings, Inc.
|
Autodesk, Inc.
|
|
Salesforce.com, Inc.
|
eBay Inc.
|
|
Symantec Corporation
|
Electronic Arts, Inc.
|
|
Tesla Motors, Inc.
|
Juniper Networks, Inc.
|
|
Twitter Inc.
|
LinkedIn Corporation
|
|
VMware, Inc.
|
NetApp, Inc.
|
|
Yahoo! Inc.
|
Netflix, Inc.
|
|
|
Executive Level
|
|
Maximum Number of
Matching RSUs
|
Director
|
|
300 RSUs
|
Vice President
|
|
750 RSUs
|
Executive Vice President or Senior Vice President
|
|
1,500 RSUs
|
Chief Executive Officer
|
|
3,000 RSUs
|
|
|
Stock Ownership Guidelines
|
Role
|
|
Minimum Ownership
Requirement
|
Chief Executive Officer
|
|
6x base salary
|
Executive Vice President or Senior Vice President
|
|
1.5x base salary
|
Board members
|
|
5x standard annual Board retainer ($300,000)
|
Name and Principal Position
|
|
Fiscal Year
|
|
Salary
($)
|
|
Stock Awards
($)(1)
|
|
Option Awards
( $)(2)
|
|
Non-Equity Incentive Plan Compensation
($)(3)
|
|
All Other Compensation
($)
|
|
Total
($)
|
||||||||||
Brad D. Smith
|
|
2016
|
|
|
1,000,000
|
|
(4)
|
|
11,576,785
|
|
|
3,876,600
|
|
|
2,325,000
|
|
|
|
10,000
|
|
(6)
|
|
18,788,385
|
|
Chairman, President and
|
|
2015
|
|
|
1,000,000
|
|
|
|
10,373,838
|
|
|
3,174,993
|
|
|
1,456,500
|
|
|
|
10,000
|
|
|
|
16,015,331
|
|
Chief Executive Officer
|
|
2014
|
|
|
1,000,000
|
|
|
|
10,172,624
|
|
|
3,475,845
|
|
|
1,890,000
|
|
|
|
10,000
|
|
|
|
16,548,469
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
R. Neil Williams
|
|
2016
|
|
|
725,000
|
|
|
|
4,874,996
|
|
|
1,531,585
|
|
|
800,000
|
|
|
|
10,000
|
|
(6)
|
|
7,941,581
|
|
Executive Vice President
|
|
2015
|
|
|
700,000
|
|
|
|
5,023,612
|
|
|
1,499,983
|
|
|
644,000
|
|
|
|
10,000
|
|
|
|
7,877,595
|
|
and Chief Financial Officer
|
|
2014
|
|
|
700,000
|
|
|
|
3,226,791
|
|
|
1,081,187
|
|
|
630,000
|
|
|
|
10,000
|
|
|
|
5,647,978
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Sasan K. Goodarzi
|
|
2016
|
|
|
725,000
|
|
(4)
|
|
6,375,080
|
|
|
2,002,837
|
|
|
900,000
|
|
|
|
225,669
|
|
(6)
|
|
10,228,586
|
|
Executive Vice President
|
|
2015
|
|
|
650,000
|
|
|
|
5,925,247
|
|
|
1,874,999
|
|
|
624,000
|
|
|
|
228,304
|
|
|
|
9,302,550
|
|
and General Manager,
|
|
2014
|
|
|
620,000
|
|
|
|
3,163,836
|
|
|
1,081,187
|
|
|
524,000
|
|
|
|
250,000
|
|
|
|
5,639,023
|
|
Small Business Group
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
H. Tayloe Stansbury
|
|
2016
|
|
|
625,000
|
|
|
|
4,586,428
|
|
|
1,413,758
|
|
|
700,000
|
|
(5)
|
|
11,750
|
|
(6)
|
|
7,336,936
|
|
Executive Vice President,
|
|
2015
|
|
|
600,000
|
|
|
|
3,921,574
|
|
|
1,249,993
|
|
|
576,000
|
|
|
|
17,060
|
|
|
|
6,364,627
|
|
Chief Technology Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Daniel A. Wernikoff
|
|
2016
|
|
|
725,000
|
|
|
|
6,465,068
|
|
|
2,002,837
|
|
|
800,000
|
|
|
|
66,505
|
|
(6)
|
|
10,059,410
|
|
Executive Vice President
|
|
2015
|
|
|
600,000
|
|
|
|
5,850,175
|
|
|
1,874,999
|
|
|
600,000
|
|
|
|
10,000
|
|
|
|
8,935,174
|
|
and General Manager,
|
|
2014
|
|
|
525,000
|
|
|
|
3,010,934
|
|
|
1,029,229
|
|
|
358,500
|
|
|
|
13,000
|
|
|
|
4,936,663
|
|
Consumer Tax Group
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
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 41 and are included in the table below named “Grants of Plan-Based Awards in Fiscal Year
2016
.” 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 the prior 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. The grant date fair value of each of the RSU awards was calculated using the closing price of Intuit’s common stock on the date of grant. The service-based RSUs 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 grant date fair value of these awards based upon the probable outcome of such conditions and the value of such awards assuming that the highest level of performance conditions is achieved. Likewise, with respect to the Relative TSR RSUs that may be earned depending on Intuit’s relative TSR, under FASB ASC Topic 718 the total grant date fair value of these RSUs remains the same whether the maximum, target, or below target number of RSUs is earned.
|
(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 41 and are included in the table below named “Grants of Plan-Based Awards in Fiscal Year
2016
.” 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, 2016
.
|
(3)
|
These amounts represent the amounts earned for performance under Intuit’s SEIP during fiscal
2016
and paid in August
2016
. The SEIP is described in more detail in the “Compensation Discussion and Analysis” beginning on page 41.
|
(4)
|
The amount includes a deferral at the recipient’s election under the Non-Qualified Deferred Compensation Plan. See “Non-Qualified Deferred Compensation for Fiscal Year
2016
” on page 71 for more information.
|
(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 59.
|
Name
|
|
Executive MSPP Contribution ($)
|
|
Deferred Stock Units Reserved for Executive Contribution (#)
|
||
H. Tayloe Stansbury
|
|
104,916
|
|
|
936
|
|
(6)
|
The amount includes the items of other compensation set forth in the table below. In connection with Mr. Goodarzi’s role as General Manager of the Consumer Tax Group through April 2016, Mr. Goodarzi received travel assistance benefits to defray his costs of commuting from his primary residence in the San Francisco Bay Area to San Diego, California and to cover his housing and transportation costs in San Diego. In connection with Mr. Wernikoff’s role as General Manager of the Consumer Tax Group, which he assumed in May 2016, Mr. Wernikoff received travel assistance benefits to defray his costs of commuting from his primary residence in the San Francisco Bay Area to San Diego, California and to cover his housing and transportation costs in San Diego.
|
Name
|
|
401(k) Matching Contributions ($)
|
|
Patent Bonuses
($)
|
|
Travel Assistance
($)
|
|||
Brad D. Smith
|
|
10,000
|
|
|
—
|
|
|
—
|
|
R. Neil Williams
|
|
10,000
|
|
|
—
|
|
|
—
|
|
Sasan K. Goodarzi
|
|
10,000
|
|
|
—
|
|
|
215,669
|
|
H. Tayloe Stansbury
|
|
10,000
|
|
|
1,750
|
|
|
—
|
|
Daniel A. Wernikoff
|
|
10,000
|
|
|
—
|
|
|
56,505
|
|
|
|
|
|
|
|
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
(#)
|
|
($)
|
|||||||
Brad D. Smith
|
|
7/21/2016
|
|
7/21/2016
|
|
|
|
|
|
|
|
74,000
|
|
|
148,000
|
|
|
—
|
|
|
7,501,945
|
|
(5)
|
|
|
7/21/2016
|
|
7/21/2016
|
|
|
|
|
|
|
|
36,000
|
|
|
36,000
|
|
|
—
|
|
|
4,074,840
|
|
(6)
|
|
|
|
|
|
|
1,500,000
|
|
|
3,750,000
|
|
(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,576,785
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
R. Neil Williams
|
|
7/21/2016
|
|
7/20/2016
|
|
|
|
|
|
|
|
29,289
|
|
|
58,578
|
|
|
—
|
|
|
3,250,040
|
|
(5)
|
|
|
7/21/2016
|
|
7/20/2016
|
|
|
|
|
|
|
|
14,356
|
|
|
14,356
|
|
|
—
|
|
|
1,624,956
|
|
(6)
|
|
|
|
|
|
|
580,000
|
|
|
1,450,000
|
|
(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,874,996
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Sasan K. Goodarzi
|
|
7/21/2016
|
|
7/20/2016
|
|
|
|
|
|
38,302
|
|
|
76,604
|
|
|
—
|
|
|
4,250,164
|
|
(5)
|
||
|
|
7/21/2016
|
|
7/20/2016
|
|
|
|
|
|
18,773
|
|
|
18,773
|
|
|
—
|
|
|
2,124,916
|
|
(6)
|
||
|
|
|
|
|
|
580,000
|
|
|
1,450,000
|
|
(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,375,080
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
H. Tayloe Stansbury
|
|
8/14/2015
|
|
8/14/2015
|
|
|
|
|
|
—
|
|
|
—
|
|
|
818
|
|
|
86,397
|
|
(4)
|
||
|
|
7/21/2016
|
|
7/20/2016
|
|
|
|
|
|
27,036
|
|
|
54,072
|
|
|
—
|
|
|
3,000,037
|
|
(5)
|
||
|
|
7/21/2016
|
|
7/20/2016
|
|
|
|
|
|
13,252
|
|
|
13,252
|
|
|
—
|
|
|
1,499,994
|
|
(6)
|
||
|
|
|
|
|
|
500,000
|
|
|
1,250,000
|
|
(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,586,428
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Daniel A. Wernikoff
|
|
8/14/2015
|
|
8/14/2015
|
|
|
|
|
|
—
|
|
|
—
|
|
|
852
|
|
|
89,988
|
|
(4)
|
||
|
|
7/21/2016
|
|
7/20/2016
|
|
|
|
|
|
|
|
38,302
|
|
|
76,604
|
|
|
—
|
|
|
4,250,164
|
|
(5)
|
|
|
7/21/2016
|
|
7/20/2016
|
|
|
|
|
|
|
|
18,773
|
|
|
18,773
|
|
|
—
|
|
|
2,124,916
|
|
(6)
|
|
|
|
|
|
|
580,000
|
|
|
1,450,000
|
|
(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,465,068
|
|
|
(1)
|
Awards made pursuant to Intuit’s 2005 Equity Incentive Plan. With respect to the RSUs described in footnote (5) that may be earned depending on Intuit’s relative TSR, the “Target” column reflects the number of RSUs that will be earned if the TSR performance goals are achieved at target levels, and the “Maximum” column reflects the maximum number of RSUs that could be earned if the highest level of performance is achieved with respect to the performance conditions. The RSUs described in footnote (6) 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. With respect to the MSPP matching RSUs described in footnote (4), the grant date fair value was calculated using the closing price of Intuit’s common stock on the date of grant. With respect to the RSUs described in footnote (5) that may be earned depending on Intuit’s relative TSR, under FASB ASC Topic 718
|
(3)
|
Represents awards that could have been earned under the SEIP based on performance in fiscal year
2016
. 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 $5 million.
|
(4)
|
Represents Intuit matching grants of RSUs under the MSPP with respect to deferrals of fiscal
2015
bonuses under the SEIP, which were paid and deferred in fiscal
2016
, and which vest on the third anniversary of the grant date.
|
(5)
|
Depending on Intuit’s relative TSR for the one-, two- and three-year periods ending July 31,
2017
, July 31,
2018
and July 31,
2019
compared to a pre-established peer group and the executive’s continued employment by the Company following each such date (the “Fiscal
2016
TSR Goals”), the earned portion of these RSUs will vest on September 1,
2019
.
|
(6)
|
Assuming Intuit’s achievement of a one-year operating income performance goal, these RSUs will vest as to 33
1
/
3
% of the shares on each of July 1,
2017
, July 1,
2018
and July 1,
2019
.
|
Name
|
|
Grant
Date(1)
|
|
All Other
Option
Awards:
Number of
Securities
Underlying
Options (#)
|
|
Exercise
or Base
Price of
Options
($/sh)
|
|
Grant Date
Fair Value of
Option
Awards ($)(2)
|
|||
Brad D. Smith
|
|
7/21/2016
|
|
213,000
|
|
|
113.19
|
|
|
3,876,600
|
|
R. Neil Williams
|
|
7/21/2016
|
|
84,153
|
|
|
113.19
|
|
|
1,531,585
|
|
Sasan K. Goodarzi
|
|
7/21/2016
|
|
110,046
|
|
|
113.19
|
|
|
2,002,837
|
|
H. Tayloe Stansbury
|
|
7/21/2016
|
|
77,679
|
|
|
113.19
|
|
|
1,413,758
|
|
Daniel A. Wernikoff
|
|
7/21/2016
|
|
110,046
|
|
|
113.19
|
|
|
2,002,837
|
|
(1)
|
This option vests as to 33
1
/
3
% of the underlying shares on July 21,
2017
and 2.778% of the shares each month thereafter.
|
(2)
|
These amounts represent the aggregate grant date fair value of these awards computed in accordance with FASB ASC Topic 718 assuming no forfeitures.
|
|
|
Outstanding Option Awards
|
||||||||||||
Name
|
|
Number of
Securities
Underlying
Unexercised
Options
Exercisable (#)
|
|
Number of
Securities
Underlying
Unexercised
Options
Unexercisable (#)
|
|
Option
Exercise
Price ($)
|
|
Option
Grant
Date
|
|
Option
Expiration
Date
|
||||
Brad D. Smith
|
|
103,445
|
|
|
—
|
|
|
|
37.98
|
|
|
07/22/10
|
|
07/21/17
|
|
|
110,496
|
|
|
—
|
|
|
|
47.79
|
|
|
07/20/11
|
|
07/19/18
|
|
|
57,412
|
|
|
57,413
|
|
(1)
|
|
56.52
|
|
|
07/25/12
|
|
07/24/19
|
|
|
139,500
|
|
|
—
|
|
|
|
63.11
|
|
|
07/24/13
|
|
07/23/20
|
|
|
151,629
|
|
|
75,821
|
|
(2)
|
|
82.59
|
|
|
07/24/14
|
|
07/23/21
|
|
|
54,348
|
|
|
108,713
|
|
(3)
|
|
107.25
|
|
|
07/23/15
|
|
07/22/22
|
|
|
—
|
|
|
213,000
|
|
(4)
|
|
113.19
|
|
|
07/21/16
|
|
07/20/23
|
R. Neil Williams
|
|
34,728
|
|
|
—
|
|
|
|
56.52
|
|
|
07/25/12
|
|
07/24/19
|
|
|
53,000
|
|
|
—
|
|
|
|
63.11
|
|
|
07/24/13
|
|
07/23/20
|
|
|
47,165
|
|
|
23,585
|
|
(2)
|
|
82.59
|
|
|
07/24/14
|
|
07/23/21
|
|
|
25,676
|
|
|
51,360
|
|
(3)
|
|
107.25
|
|
|
07/23/15
|
|
07/22/22
|
|
|
—
|
|
|
84,153
|
|
(4)
|
|
113.19
|
|
|
07/21/16
|
|
07/20/23
|
Sasan K.Goodarzi
|
|
90,000
|
|
|
—
|
|
|
|
42.78
|
|
|
08/09/11
|
|
08/08/18
|
|
|
23,526
|
|
|
—
|
|
|
|
56.52
|
|
|
07/25/12
|
|
07/24/19
|
|
|
53,000
|
|
|
—
|
|
|
|
63.11
|
|
|
07/24/13
|
|
07/23/20
|
|
|
47,165
|
|
|
23,585
|
|
(2)
|
|
82.59
|
|
|
07/24/14
|
|
07/23/21
|
|
|
32,095
|
|
|
64,201
|
|
(3)
|
|
107.25
|
|
|
07/23/15
|
|
07/22/22
|
|
|
—
|
|
|
110,046
|
|
(4)
|
|
113.19
|
|
|
07/21/16
|
|
07/20/23
|
H. Tayloe Stansbury
|
|
917
|
|
|
—
|
|
|
|
63.11
|
|
|
07/24/13
|
|
07/23/20
|
|
|
28,060
|
|
|
22,452
|
|
(2)
|
|
82.59
|
|
|
07/24/14
|
|
07/23/21
|
|
|
21,396
|
|
|
42,801
|
|
(3)
|
|
107.25
|
|
|
07/23/15
|
|
07/22/22
|
|
|
—
|
|
|
77,679
|
|
(4)
|
|
113.19
|
|
|
07/21/16
|
|
07/20/23
|
Daniel A. Wernikoff
|
|
10,498
|
|
|
—
|
|
|
|
47.79
|
|
|
07/20/11
|
|
07/19/18
|
|
|
15,684
|
|
|
—
|
|
|
|
56.52
|
|
|
07/25/12
|
|
07/24/19
|
|
|
53,000
|
|
|
—
|
|
|
|
63.11
|
|
|
07/24/13
|
|
07/23/20
|
|
|
44,898
|
|
|
22,452
|
|
(2)
|
|
82.59
|
|
|
07/24/14
|
|
07/23/21
|
|
|
32,095
|
|
|
64,201
|
|
(3)
|
|
107.25
|
|
|
07/23/15
|
|
07/22/22
|
|
|
—
|
|
|
110,046
|
|
(4)
|
|
113.19
|
|
|
07/21/16
|
|
07/20/23
|
(1)
|
This option vests on July 25, 2017.
|
(2)
|
This option vested as to 33 1/3% of the underlying shares on July 24, 2015 and 2.778% of the shares each month thereafter.
|
(3)
|
This option vested as to 33 1/3% of the underlying shares on July 23, 2016 and 2.778% of the shares each month thereafter.
|
(4)
|
This option vests as to 33 1/3 % of the underlying shares on July 21, 2017 and 2.778% of the shares each month thereafter.
|
|
|
Outstanding Stock 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 ($)
|
|
Equity Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested (#)
|
|
Equity Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not Vested ($)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Brad D. Smith
|
|
07/20/11
|
|
23,100
|
|
(1)
|
|
2,563,869
|
|
|
|
|
|
|
|
|
|
|
07/20/11
|
|
38,566
|
|
(2)
|
|
4,280,440
|
|
|
|
|
|
|
|
|
|
|
07/25/12
|
|
12,895
|
|
(3)
|
|
1,431,216
|
|
|
|
|
|
|
|
|
|
|
07/25/12
|
|
6,525
|
|
(4)
|
|
724,210
|
|
|
|
|
|
|
|
|
|
|
07/25/12
|
|
25,795
|
|
(5)
|
|
2,862,987
|
|
|
|
|
|
|
|
|
|
|
07/24/13
|
|
23,940
|
|
(6)
|
|
2,657,101
|
|
|
|
|
|
|
|
|
|
|
07/24/13
|
|
77,982
|
|
(7)
|
|
8,655,222
|
|
|
|
|
|
|
|
|
|
|
07/24/14
|
|
13,616
|
|
(8)
|
|
1,511,240
|
|
|
|
|
|
|
|
|
|
|
07/24/14
|
|
|
|
|
|
|
|
|
184,200
|
|
(9)
|
|
20,444,358
|
|
|
|
07/23/15
|
|
19,734
|
|
(10)
|
|
2,190,277
|
|
|
|
|
|
|
|
|
|
|
07/23/15
|
|
|
|
|
|
|
|
|
133,200
|
|
(11)
|
|
14,783,868
|
|
|
|
07/21/16
|
|
|
|
|
|
|
|
|
36,000
|
|
(12)
|
|
3,995,640
|
|
|
|
07/21/16
|
|
|
|
|
|
|
|
|
74,000
|
|
(13)
|
|
8,213,260
|
|
R. Neil Williams
|
|
07/24/13
|
|
9,030
|
|
(6)
|
|
1,002,240
|
|
|
|
|
|
|
|
|
|
|
07/24/13
|
|
29,798
|
|
(7)
|
|
3,307,280
|
|
|
|
|
|
|
|
|
|
|
08/16/13
|
|
980
|
|
(14)
|
|
108,770
|
|
|
|
|
|
|
|
|
|
|
07/24/14
|
|
4,233
|
|
(8)
|
|
469,821
|
|
|
|
|
|
|
|
|
|
|
07/24/14
|
|
|
|
|
|
|
|
|
57,300
|
|
(9)
|
|
6,359,727
|
|
|
|
08/15/14
|
|
1,128
|
|
(14)
|
|
125,197
|
|
|
|
|
|
|
|
|
|
|
07/23/15
|
|
9,324
|
|
(15)
|
|
1,034,871
|
|
|
|
|
|
|
|
|
|
|
07/23/15
|
|
|
|
|
|
|
|
|
62,928
|
|
(16)
|
|
6,984,379
|
|
|
|
07/21/16
|
|
|
|
|
|
|
|
|
14,356
|
|
(17)
|
|
1,593,372
|
|
|
|
07/21/16
|
|
|
|
|
|
|
|
|
29,289
|
|
(18)
|
|
3,250,786
|
|
Sasan K. Goodarzi
|
|
07/24/13
|
|
9,030
|
|
(6)
|
|
1,002,240
|
|
|
|
|
|
|
|
|
|
|
07/24/13
|
|
29,798
|
|
(7)
|
|
3,307,280
|
|
|
|
|
|
|
|
|
|
|
07/24/14
|
|
4,233
|
|
(8)
|
|
469,821
|
|
|
|
|
|
|
|
|
|
|
07/24/14
|
|
|
|
|
|
|
|
|
57,300
|
|
(9)
|
|
6,359,727
|
|
|
|
07/23/15
|
|
11,654
|
|
(15)
|
|
1,293,477
|
|
|
|
|
|
|
|
|
|
|
07/23/15
|
|
|
|
|
|
|
|
|
78,660
|
|
(16)
|
|
8,730,473
|
|
|
|
07/21/16
|
|
|
|
|
|
|
|
|
18,773
|
|
(17)
|
|
2,083,615
|
|
|
|
07/21/16
|
|
|
|
|
|
|
|
|
38,302
|
|
(18)
|
|
4,251,139
|
|
|
|
Outstanding Stock 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 ($)
|
|
Equity Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested (#)
|
|
Equity Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not Vested ($)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
H. Tayloe Stansbury
|
|
07/24/13
|
|
5,670
|
|
(6)
|
|
629,313
|
|
|
|
|
|
|
|
|
|
|
07/24/13
|
|
18,386
|
|
(7)
|
|
2,040,662
|
|
|
|
|
|
|
|
|
|
|
08/16/13
|
|
649
|
|
(14)
|
|
72,033
|
|
|
|
|
|
|
|
|
|
|
07/24/14
|
|
4,033
|
|
(8)
|
|
447,623
|
|
|
|
|
|
|
|
|
|
|
07/24/14
|
|
|
|
|
|
|
|
|
54,500
|
|
(9)
|
|
6,048,955
|
|
|
|
07/23/15
|
|
7,770
|
|
(15)
|
|
862,392
|
|
|
|
|
|
|
|
|
|
|
07/23/15
|
|
|
|
|
|
|
|
|
52,440
|
|
(16)
|
|
5,820,316
|
|
|
|
08/14/15
|
|
818
|
|
(14)
|
|
90,790
|
|
|
|
|
|
|
|
|
|
|
07/21/16
|
|
|
|
|
|
|
|
|
13,252
|
|
(17)
|
|
1,470,839
|
|
|
|
07/21/16
|
|
|
|
|
|
|
|
|
27,036
|
|
(18)
|
|
3,000,726
|
|
Daniel A. Wernikoff
|
|
07/24/13
|
|
9,030
|
|
(6)
|
|
1,002,240
|
|
|
|
|
|
|
|
|
|
|
07/24/13
|
|
29,798
|
|
(7)
|
|
3,307,280
|
|
|
|
|
|
|
|
|
|
|
07/24/14
|
|
4,033
|
|
(8)
|
|
447,623
|
|
|
|
|
|
|
|
|
|
|
07/24/14
|
|
|
|
|
|
|
|
|
54,500
|
|
(9)
|
|
6,048,955
|
|
|
|
08/15/14
|
|
642
|
|
(14)
|
|
71,256
|
|
|
|
|
|
|
|
|
|
|
07/23/15
|
|
11,654
|
|
(15)
|
|
1,293,477
|
|
|
|
|
|
|
|
|
|
|
07/23/15
|
|
|
|
|
|
|
|
|
78,660
|
|
(16)
|
|
8,730,473
|
|
|
|
08/14/15
|
|
852
|
|
(14)
|
|
94,563
|
|
|
|
|
|
|
|
|
|
|
07/21/16
|
|
|
|
|
|
|
|
|
18,773
|
|
(17)
|
|
2,083,615
|
|
|
|
07/21/16
|
|
|
|
|
|
|
|
|
38,302
|
|
(18)
|
|
4,251,139
|
|
(1)
|
Based on the performance goals achieved as of July 31, 2014, these RSUs vested as to 50% of the shares on September 1, 2014 and as to 50% of the shares on September 1, 2016.
|
(2)
|
Based on the TSR goals achieved as of July 31, 2014, these RSUs vested as to 50% of the shares on September 1, 2014 and as to 50% of the shares on September 1, 2016.
|
(3)
|
Because the specified performance goals were achieved, these RSUs vested as to 50% of the shares on July 1, 2015 and will vest as to 50% of the shares on July 1, 2017.
|
(4)
|
Based on the performance goals achieved as of July 31, 2015, these RSUs vested as to 50% of the shares on September 1, 2015 and will vest as to 50% of the shares on September 1, 2017.
|
(5)
|
Based on the TSR goals achieved as of July 31, 2015, these RSUs vested as to 50% of the shares on September 1, 2015 and will vest as to 50% of the shares on September 1, 2017.
|
(6)
|
Based on the performance goals achieved as of July 31, 2016, these RSUs vested on September 1, 2016.
|
(7)
|
Based on the TSR goals achieved as of July 31, 2016, these RSUs vested on September 1, 2016.
|
(8)
|
Because the specified performance goals were achieved, these RSUs vested as to 33 1/3 % of the shares on each of July 1, 2015 and July 1, 2016 and will vest as to 33 1/3% of the shares on July 1, 2017.
|
(9)
|
Number of shares based on achievement of maximum goals. Depending upon Intuit’s TSR for the three-year period ending July 31, 2017 compared to a pre-established peer group, the earned portion of these RSUs will vest on September 1, 2017.
|
(10)
|
Because the specified performance goals were achieved, these RSUs vested as to 33 1/3 % of the shares on July 1, 2016 and will vest as to 33 1/3% of the shares on each of July 1, 2017 and July 1, 2018 and be issued on the date that is one year following each vesting date.
|
(11)
|
Number of shares based on achievement of maximum goals. Depending upon Intuit’s TSR for the three-year period ending July 31, 2018 compared to a pre-established peer group, the earned portion of these RSUs will vest on September 1, 2018 and be issued on September 1, 2019.
|
(12)
|
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, 2017, July 1, 2018 and July 1, 2019 and be issued on the date that is one year following each vesting date.
|
(13)
|
Depending upon Intuit’s TSR for the three-year period ending July 31, 2019 compared to a pre-established peer group, the earned portion of these RSUs will vest on September 1, 2019 and be issued on September 1, 2020.
|
(14)
|
Represents Intuit matching grants of RSUs under the MSPP, which vest on the third anniversary of the grant date.
|
(15)
|
Because the specified performance goals were achieved, these RSUs vested as to 33 1/3 % of the shares on July 1, 2016 and will vest as to 33 1/3% of the shares on each of July 1, 2017 and July 1, 2018.
|
(16)
|
Number of shares based on achievement of maximum goals. Depending upon Intuit’s TSR for the three-year period ending July 31, 2018 compared to a pre-established peer group, the earned portion of these RSUs will vest on September 1, 2018.
|
(17)
|
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, 2017, July 1, 2018 and July 1, 2019.
|
(18)
|
Depending upon Intuit’s TSR for the three-year period ending July 31, 2019 compared to a pre-established peer group, the earned portion of these RSUs will vest on September 1, 2019.
|
|
|
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
|
|
200,000
|
|
|
14,025,864
|
|
|
139,233
|
|
|
13,004,690
|
|
R. Neil Williams
|
|
—
|
|
|
—
|
|
|
37,152
|
|
|
3,474,812
|
|
Sasan K. Goodarzi
|
|
—
|
|
|
—
|
|
|
29,662
|
|
|
2,857,801
|
|
H. Tayloe Stansbury
|
|
28,275
|
|
|
731,352
|
|
|
21,346
|
|
|
2,084,600
|
|
Daniel A. Wernikoff
|
|
—
|
|
|
—
|
|
|
24,390
|
|
|
2,425,667
|
|
Name
|
|
Plan
|
|
Aggregate
Balance at
July 31, 2015
($)
|
|
Executive
Contributions
in Fiscal 2016
($)(1)
|
|
Aggregate
Earnings in
Fiscal 2016
($)(2)
|
|
Aggregate
Withdrawals/
Distributions
in Fiscal 2016($)
|
|
Aggregate
Balance at
July 31, 2016
($)
|
|
||||||
Brad D. Smith
|
|
NQDCP
|
|
6,132,680
|
|
|
728,250
|
|
|
110,836
|
|
|
—
|
|
|
6,971,766
|
|
(3)
|
|
|
|
MSPP
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
Total
|
|
6,132,680
|
|
|
728,250
|
|
|
110,836
|
|
|
—
|
|
|
6,971,766
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
R. Neil Williams
|
|
NQDCP
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
MSPP
|
|
319,214
|
|
|
—
|
|
|
10,813
|
|
|
(96,060
|
)
|
|
233,967
|
|
|
|
|
|
Total
|
|
319,214
|
|
|
—
|
|
|
10,813
|
|
|
(96,060
|
)
|
|
233,967
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Sasan K. Goodarzi
|
|
NQDCP
|
|
1,766,122
|
|
|
602,000
|
|
|
91,064
|
|
|
—
|
|
|
2,459,186
|
|
(3
|
)
|
|
|
MSPP
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
Total
|
|
1,766,122
|
|
|
602,000
|
|
|
91,064
|
|
|
—
|
|
|
2,459,186
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
H. Tayloe Stansbury
|
|
NQDCP
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
MSPP
|
|
158,338
|
|
|
86,397
|
|
|
7,602
|
|
|
(89,515
|
)
|
|
162,822
|
|
|
|
|
|
Total
|
|
158,338
|
|
|
86,397
|
|
|
7,602
|
|
|
(89,515
|
)
|
|
162,822
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Daniel A. Wernikoff
|
|
NQDCP
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
MSPP
|
|
150,722
|
|
|
89,988
|
|
|
7,762
|
|
|
(82,653
|
)
|
|
165,819
|
|
|
|
|
|
Total
|
|
150,722
|
|
|
89,988
|
|
|
7,762
|
|
|
(82,653
|
)
|
|
165,819
|
|
|
(1)
|
Amounts shown in this column for the NQDCP are included in the “Salary” column of the “Fiscal Year
2016
Summary Compensation Table” on page 63. Amounts shown in this column for the MSPP were contributed from amounts earned under Intuit’s SEIP for fiscal
2015
, which were paid in August
2015
.
|
(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
2016
or a prior fiscal year: Mr. Smith,
$5,049,775
and Mr. Goodarzi,
$1,515,000
.
|
Brad D. Smith
Incremental Amounts Payable
Upon Termination Event
|
|
Termination
Without
Cause or by
Mr. Smith for
Good Reason ($)
|
|
Termination
Without
Cause
After CIC ($)
|
|
Death or
Disability ($)
|
|||
Total Cash Severance
|
|
2,500,000
|
|
|
2,500,000
|
|
|
—
|
|
Total Benefits and Perquisites
|
|
—
|
|
|
—
|
|
|
—
|
|
Total Severance
|
|
2,500,000
|
|
|
2,500,000
|
|
|
—
|
|
Gain on Accelerated Stock Options
|
|
—
|
|
|
3,127,286
|
|
|
5,687,189
|
|
Value of Accelerated Restricted Stock Units
|
|
34,478,498
|
|
|
40,594,083
|
|
|
60,908,629
|
|
Total Value of Accelerated Long-Term Incentives
|
|
34,478,498
|
|
|
43,721,369
|
|
|
66,595,818
|
|
Total Severance, Benefits & Accelerated Equity
|
|
36,978,498
|
|
|
46,221,369
|
|
|
66,595,818
|
|
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 ($)
|
|||
Total Cash Severance
|
|
1,305,000
|
|
|
1,305,000
|
|
|
—
|
|
Total Benefits and Perquisites
|
|
—
|
|
|
—
|
|
|
—
|
|
Total Severance
|
|
1,305,000
|
|
|
1,305,000
|
|
|
—
|
|
Gain on Accelerated Stock Options
|
|
—
|
|
|
—
|
|
|
861,900
|
|
Value of Accelerated Restricted Stock Units
|
|
8,773,583
|
|
|
10,721,228
|
|
|
18,987,980
|
|
Total Value of Accelerated Long-Term Incentives
|
|
8,773,583
|
|
|
10,721,228
|
|
|
19,849,880
|
|
Total Severance, Benefits & Accelerated Equity
|
|
10,078,583
|
|
|
12,026,228
|
|
|
19,849,880
|
|
Sasan K. Goodarzi
Incremental Amounts Payable
Upon Termination Event
|
|
Termination
Without Cause or by
Mr. Goodarzi for
Good Reason ($)
|
|
Termination
Without
Cause
After CIC ($)
|
|
Death or
Disability ($)
|
|||
Total Cash Severance
|
|
—
|
|
|
—
|
|
|
—
|
|
Total Benefits and Perquisites
|
|
—
|
|
|
—
|
|
|
—
|
|
Total Severance
|
|
—
|
|
|
—
|
|
|
—
|
|
Gain on Accelerated Stock Options
|
|
—
|
|
|
—
|
|
|
909,926
|
|
Value of Accelerated Restricted Stock Units
|
|
9,068,636
|
|
|
10,873,329
|
|
|
21,390,432
|
|
Total Value of Accelerated Long-Term Incentives
|
|
9,068,636
|
|
|
10,873,329
|
|
|
22,300,358
|
|
Total Severance, Benefits & Accelerated Equity
|
|
9,068,636
|
|
|
10,873,329
|
|
|
22,300,358
|
|
H. Tayloe Stansbury
Incremental Amounts Payable Upon Termination Event |
|
Termination
Without Cause or by Mr. Stansbury for Good Reason ($) |
|
Termination
Without Cause After CIC ($) |
|
Death or
Disability ($) |
|||
Total Cash Severance
|
|
—
|
|
|
—
|
|
|
—
|
|
Total Benefits and Perquisites
|
|
—
|
|
|
—
|
|
|
—
|
|
Total Severance
|
|
—
|
|
|
—
|
|
|
—
|
|
Gain on Accelerated Stock Options
|
|
—
|
|
|
—
|
|
|
797,713
|
|
Value of Accelerated Restricted Stock Units
|
|
6,514,176
|
|
|
8,018,316
|
|
|
15,630,184
|
|
Total Value of Accelerated Long-Term Incentives
|
|
6,514,176
|
|
|
8,018,316
|
|
|
16,427,897
|
|
Total Severance, Benefits & Accelerated Equity
|
|
6,514,176
|
|
|
8,018,316
|
|
|
16,427,897
|
|
Daniel A. Wernikoff
Incremental Amounts Payable
Upon Termination Event
|
|
Termination
Without Cause or by
Mr. Wernikoff for
Good Reason ($)
|
|
Termination
Without
Cause
After CIC ($)
|
|
Death or
Disability ($)
|
|||
Total Cash Severance
|
|
—
|
|
|
—
|
|
|
—
|
|
Total Benefits and Perquisites
|
|
—
|
|
|
—
|
|
|
—
|
|
Total Severance
|
|
—
|
|
|
—
|
|
|
—
|
|
Gain on Accelerated Stock Options
|
|
—
|
|
|
—
|
|
|
877,749
|
|
Value of Accelerated Restricted Stock Units
|
|
8,948,862
|
|
|
10,893,025
|
|
|
21,356,883
|
|
Total Value of Accelerated Long-Term Incentives
|
|
8,948,862
|
|
|
10,893,025
|
|
|
22,234,632
|
|
Total Severance, Benefits & Accelerated Equity
|
|
8,948,862
|
|
|
10,893,025
|
|
|
22,234,632
|
|
•
|
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.
|
•
|
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 and equity securities and other investments
|
•
|
Income tax effects and adjustments
|
•
|
Discontinued operations
|
(In millions, unaudited)
|
|
Fiscal Year Ended July 31, 2016
|
|
Fiscal Year Ended July 31, 2015
|
||||
|
|
|
|
|
||||
GAAP operating income
|
|
$
|
1,242
|
|
|
$
|
738
|
|
Amortization of acquired technology
|
|
22
|
|
|
30
|
|
||
Amortization of other acquired intangible assets
|
|
12
|
|
|
12
|
|
||
Professional fees for business combinations
|
|
—
|
|
|
2
|
|
||
Goodwill and intangible asset impairment charges
|
|
—
|
|
|
148
|
|
||
Gain (loss) on sale of long-lived assets
|
|
1
|
|
|
(31
|
)
|
||
Share-based compensation expense
|
|
278
|
|
|
242
|
|
||
Non-GAAP operating income
|
|
$
|
1,555
|
|
|
$
|
1,141
|
|
|
|
|
|
|
||||
GAAP net income
|
|
$
|
979
|
|
|
$
|
365
|
|
Amortization of acquired technology
|
|
22
|
|
|
30
|
|
||
Amortization of other acquired intangible assets
|
|
12
|
|
|
12
|
|
||
Professional fees for business combinations
|
|
—
|
|
|
2
|
|
||
Goodwill and intangible asset impairment charges
|
|
—
|
|
|
148
|
|
||
Gain (loss) on sale of long-lived assets
|
|
1
|
|
|
(31
|
)
|
||
Share-based compensation expense
|
|
278
|
|
|
242
|
|
||
Net loss on debt securities and other investments
|
|
5
|
|
|
6
|
|
||
Income tax effects and adjustments
|
|
(120
|
)
|
|
(83
|
)
|
||
Net (income) loss from discontinued operations
|
|
(173
|
)
|
|
48
|
|
||
Non-GAAP net income
|
|
$
|
1,004
|
|
|
$
|
739
|
|
|
|
|
|
|
||||
GAAP diluted net income per share
|
|
$
|
3.69
|
|
|
$
|
1.28
|
|
Amortization of acquired technology
|
|
0.08
|
|
|
0.10
|
|
||
Amortization of other acquired intangible assets
|
|
0.04
|
|
|
0.04
|
|
||
Professional fees for business combinations
|
|
—
|
|
|
0.01
|
|
||
Goodwill and intangible asset impairment charges
|
|
—
|
|
|
0.52
|
|
||
Gain (loss) on sale of long-lived assets
|
|
—
|
|
|
(0.11
|
)
|
||
Share-based compensation expense
|
|
1.05
|
|
|
0.85
|
|
||
Net loss on debt securities and other investments
|
|
0.02
|
|
|
0.02
|
|
||
Income tax effects and adjustments
|
|
(0.45
|
)
|
|
(0.29
|
)
|
||
Net (income) loss from discontinued operations
|
|
(0.65
|
)
|
|
0.17
|
|
||
Non-GAAP diluted net income per share
|
|
$
|
3.78
|
|
|
$
|
2.59
|
|
|
|
|
|
|
||||
Shares used in diluted per share calculations
|
|
265
|
|
|
286
|
|
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 |
---|