8-K – 2026-01-27 – intu-20260122.htm

intu-20260122 0000896878 false 0000896878 2026-01-22 2026-01-22

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