As filed with the Securities and Exchange Commission on February 22, 2024
Registration No. 333-_____
United States
Securities and Exchange Commission
Washington, D.C. 20549
__________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________________
INTUIT INC.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) | 77-0034661 (I.R.S Employer Identification Number) | ||||
2700 Coast Avenue, Mountain View, California (Address of Principal Executive Offices) | 94043 (Zip Code) | ||||
Intuit Inc. Amended and Restated 2005 Equity Incentive Plan (Full title of the plan) | |||||
Kerry J. McLean, Esq. Executive Vice President, General Counsel and Corporate Secretary Intuit Inc. 2700 Coast Avenue Mountain View, California 94043 (Name and address of agent for service) (650) 944-6000 (Telephone number, including area code, of agent for service) | |||||
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | Accelerated filer □ | |||||||
Non-accelerated filer □ | Smaller reporting company □ | |||||||
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 7(a)(2)(B) of the Securities Act. □
INTRODUCTION
This Registration Statement on Form S-8 is filed by Intuit Inc., a Delaware corporation, (“Company” or “Registrant”), pursuant to General Instruction E to Form S-8, to register 12,200,000 additional shares of the Company’s common stock, par value $0.01 per share, for issuance pursuant to the Intuit Inc. Amended and Restated 2005 Equity Incentive Plan (the “Amended and Restated Plan”). In accordance with such instruction, the Company hereby incorporates herein by reference the prior Registration Statements on Form S-8 filed by the Company with respect to the Amended and Restated Plan on December 10, 2004 (SEC File No. 333-121170), December 19, 2005 (SEC File No. 333-130453), December 18, 2006 (SEC File No. 333-139452), December 17, 2007 (SEC File No. 333-148112), December 17, 2008 (SEC File No. 333-156205), December 15, 2009 (SEC File No. 333-163728), January 19, 2011 (SEC File No. 333-171768), January 24, 2014 (SEC File No. 333-193551), January 20, 2017 (SEC File No. 333-215639), and March 2, 2022 (SEC File No. 333-263216) together with all exhibits filed therewith or incorporated therein by reference.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
Unless otherwise indicated below as being incorporated by reference to another filing of Intuit Inc. with the Securities and Exchange Commission, each of the following exhibits is filed herewith:
| Filed | |||||||||||||||||
| with this | Incorporated By Reference | ||||||||||||||||
| Exhibit No. | Exhibit Description | Form S-8 | Form | File No. | Date Filed | ||||||||||||
4.01 | 10-Q | 6/14/2000 | |||||||||||||||
4.02 | 8-K | 8/2/2023 | |||||||||||||||
5.01 | X | ||||||||||||||||
23.01 | X | ||||||||||||||||
23.02 | X | ||||||||||||||||
24.01 | X | ||||||||||||||||
99.01+ | 10-Q | 2/22/2024 | |||||||||||||||
| 107.01 | X | ||||||||||||||||
+ Indicates a management contract or compensatory plan or arrangement
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mountain View, State of California, on February 22, 2024.
| INTUIT INC. | |||||
| By: | /s/ SANDEEP S. AUJLA | ||||
| Sandeep S. Aujla | |||||
| Executive Vice President and Chief Financial Officer | |||||
POWER OF ATTORNEY
By signing this Form S-8 below, I hereby appoint each of Sasan K. Goodarzi, Sandeep S. Aujla and Lauren Hotz as my true and lawful attorneys-in-fact and agents with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, or any one of them, may determine are necessary or advisable or required to enable the corporation referred to herein to comply with the Securities Act of 1933, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms that all said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| Principal Executive Officer: | ||||||||
| /s/ SASAN K. GOODARZI | Chief Executive Officer, | February 22, 2024 | ||||||
| Sasan K. Goodarzi | President and Director | |||||||
| Principal Financial Officer: | ||||||||
| /s/ SANDEEP S. AUJLA | Executive Vice President | February 22, 2024 | ||||||
| Sandeep S. Aujla | and Chief Financial Officer | |||||||
| Principal Accounting Officer: | ||||||||
| /s/ LAUREN HOTZ | Senior Vice President and | February 22, 2024 | ||||||
| Lauren Hotz | Chief Accounting Officer | |||||||
| Additional Directors: | ||||||||
| /s/ EVE BURTON | Director | February 22, 2024 | ||||||
| Eve Burton | ||||||||
| /s/ SCOTT D. COOK | Director | February 22, 2024 | ||||||
| Scott D. Cook | ||||||||
| /s/ RICHARD DALZELL | Director | February 22, 2024 | ||||||
| Richard Dalzell | ||||||||
| /s/ DEBORAH LIU | Director | February 22, 2024 | ||||||
| Deborah Liu | ||||||||
| /s/ TEKEDRA MAWAKANA | Director | February 22, 2024 | ||||||
| Tekedra Mawakana | ||||||||
| /s/SUZANNE NORA JOHNSON | Chair of the Board of Directors | February 22, 2024 | ||||||
| Suzanne Nora Johnson | ||||||||
| /s/ RYAN ROSLANSKY | Director | February 22, 2024 | ||||||
| Ryan Roslansky | ||||||||
| /s/ THOMAS SZKUTAK | Director | February 22, 2024 | ||||||
| Thomas Szkutak | ||||||||
| /s/ RAUL VAZQUEZ | Director | February 22, 2024 | ||||||
| Raul Vazquez | ||||||||
| /s/ ERIC S. YUAN | Director | February 22, 2024 | ||||||
| Eric S. Yuan | ||||||||