Intuit (NASDAQ: INTU) updates director pay, annual vote results

Rhea-AI Filing Summary

Intuit Inc. reported results of its latest shareholder meeting and updated director pay. The board approved an amended Non-Employee Director Compensation Program, effective January 22, 2026.

At the annual meeting, stockholders elected eleven directors, each receiving strong support based on votes cast. Shareholders also approved, on an advisory basis, the company’s executive compensation.

Investors ratified the selection of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending July 31, 2026. A stockholder proposal asking the board to issue a report on the return on investment of Intuit’s diversity and inclusion programs did not receive sufficient support and was not approved.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 22, 2026

INTUIT INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

000-21180

77-0034661

(State or other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

2700 Coast Avenue, Mountain View, CA 94043

(Address of principal executive offices, including zip code)

(650) 944-6000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of Exchange on Which Registered

Common Stock, $0.01 par value

INTU

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On January 22, 2026, the Board of Directors (the "Board") of Intuit Inc. (the "Company") approved an amended Non-Employee Director Compensation Program, effective January 22, 2026, which is attached to this Report as Exhibit 99.01.

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On January 22, 2026, the Company held its Annual Meeting of Stockholders (the "Meeting"). At the Meeting, stockholders:

1.Elected eleven persons to serve as directors of the Company;

2.Approved, on an advisory basis, the Company’s executive compensation;

3.Ratified the selection of Ernst & Young LLP to serve as the independent registered public accounting firm for the fiscal year ending July 31, 2026; and

4.Did not approve a stockholder proposal requesting the Company's Board issue a report on the return on investment of the Company's diversity and inclusion programs

Set forth below are the number of votes cast for or against, the number of abstentions, and the number of any broker non-votes with respect to each proposal, which is described in detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on November 26, 2025.

1.Election of Directors

Nominee			For			Against			Abstain			Broker Non-Votes
Eve Burton			230,465,421			1,229,574			179,853			17,178,505
Scott D. Cook			229,987,656			1,726,962			160,230			17,178,505
Richard L. Dalzell			229,438,975			2,236,248			199,625			17,178,505
Sasan K. Goodarzi			220,456,651			9,609,358			1,808,839			17,178,505
Deborah Liu			218,636,792			12,787,130			450,926			17,178,505
Tekedra Mawakana			226,559,289			4,993,755			321,804			17,178,505
Forrest Norrod			225,928,435			5,428,328			518,085			17,178,505
Vasant Prabhu			231,280,393			393,570			200,885			17,178,505
Thomas Szkutak			220,068,932			11,290,617			515,299			17,178,505
Raul Vazquez			225,852,401			5,826,329			196,118			17,178,505
Eric S. Yuan			226,021,097			5,211,914			641,837			17,178,505

2.Advisory vote to approve executive compensation

For			Against			Abstain			Broker Non-Votes
215,761,247			15,861,617			251,984			17,178,505

3.Ratification of selection of Ernst & Young LLP to serve as independent registered public accounting firm for the fiscal year ending July 31, 2026

For			Against			Abstain
228,967,607			19,863,142			222,604

4.Shareholder proposal requesting the Board issue a report on the return on investment of the Company's diversity and inclusion programs

For			Against			Abstain			Broker Non-Votes
1,753,458			228,853,804			1,267,586			17,178,505

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

99.01+						Non-Employee Director Compensation Program, effective January 22, 2026
104						Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

+ Indicates a management contract or compensatory plan or arrangement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 26, 2026

INTUIT INC.

By:

/s/ Sandeep S. Aujla

Sandeep S. Aujla

Executive Vice President and Chief Financial Officer

FAQ

What board compensation change did Intuit (INTU) disclose?

Intuit’s board approved an amended Non-Employee Director Compensation Program, effective January 22, 2026, which is provided as Exhibit 99.01.

How did Intuit (INTU) shareholders vote on the election of directors?

Shareholders elected eleven directors to the board. Each nominee, including Sasan K. Goodarzi and Scott D. Cook, received more votes for than against, with additional broker non-votes reported.

Was Intuit (INTU) executive compensation approved by shareholders?

Yes. In an advisory vote on executive compensation, shareholders cast 215,761,247 votes for, 15,861,617 against, and 251,984 abstentions, with 17,178,505 broker non-votes.

Did Intuit (INTU) shareholders ratify the company’s auditor?

Yes. Shareholders ratified Ernst & Young LLP as Intuit’s independent registered public accounting firm for the fiscal year ending July 31, 2026, with 228,967,607 votes for, 19,863,142 against, and 222,604 abstentions.

What happened to the Intuit (INTU) diversity and inclusion ROI proposal?

A stockholder proposal requesting a report on the return on investment of Intuit’s diversity and inclusion programs was not approved. It received 1,753,458 votes for, 228,853,804 against, 1,267,586 abstentions, and 17,178,505 broker non-votes.

What were the key items voted on at Intuit (INTU)’s 2026 annual meeting?

Shareholders elected eleven directors, approved on an advisory basis executive compensation, ratified Ernst & Young LLP as auditor for the fiscal year ending July 31, 2026, and considered but did not approve a diversity and inclusion ROI report proposal.