Intuit : 2023 Proxy Statement

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

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INTUIT INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Notice of 2024 Annual

Meeting of Stockholders

and Proxy Statement

Thursday, January 18, 2024

Our values

Integrity Without Compromise

Courage

Customer

Obsession

Stronger

Together

We Care And

Give Back

We speak the truth and assume best intent.

We value trust above all else.

We do the right thing, even when no one is looking.

We are bold and fearless in how we think and act.

We relentlessly hold a high bar for performance.

We value speed, a bias for learning and action.

We fall in love with our customers' problems.

We deliver unrivaled customer benefit to power their prosperity.

We sweat every detail of the experience to deliver excellence.

We champion diversity, inclusion, and a respectful environment.

We thrive on diverse voices to challenge and inform decisions.

We deliver exceptional results so others can count on us.

We are stewards of the future.

We strengthen the communities around us.

We strive to give everyone the opportunity to prosper.

Notice of 2024 Annual Meeting of Stockholders

Agenda

1. Elect the 11 directors nominated by our Board and named in the proxy statement
2. Approve our executive compensation (on a non-binding basis)
3. Vote on how often stockholders will be asked to approve our executive compensation (on a non-binding basis)
4. Ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending July 31, 2024
5. Approve the Amended and Restated 2005 Equity Incentive Plan to increase the share reserve by an additional 12,200,000 shares and extend the duration of the plan for another two years
6. Consider and vote upon a stockholder proposal, if properly presented at the Meeting

We also will consider any other matters that may properly be brought before the Meeting (and any postponements or adjournments of the Meeting).

As of the date of this proxy statement, we have not received notice of any such matters.

How to Vote

Online at the Meeting:

Attend the Meeting virtually at www.virtualshareholdermeeting.com/INTU2024and follow the instructions on the website

Online Before the Meeting:

Visit www.proxyvote.com

Mail: Sign, date and return your proxy card in the enclosed envelope

Telephone: Call the telephone number on your proxy card

Note for Street-Name Holders: If you hold your shares through a broker, bank or other nominee, you must instruct your nominee how to vote the shares held in your account. The nominee will give you a Notice of Internet Availability or voting instruction form. If you do not provide voting instructions, your nominee will not be permitted to vote on certain proposals and may elect not to vote on any of the proposals. Voting your shares will help to ensure that your interests are represented at the Meeting.

Annual Meeting of Stockholders

Thursday, January 18, 2024 8:00 a.m. Pacific Standard Time

We invite you to attend the 2024 Annual Meeting of Stockholders ("Meeting") of Intuit Inc. The Meeting will be conducted virtually via live audio webcast. There will not be a physical location for our Meeting. To attend, vote or submit questions, stockholders of record should go to www.virtualshareholdermeeting.com/INTU2024and log in using the control number on their Notice of Internet Availability or proxy card. Beneficial owners of shares held by a broker, bank or other nominee ("street-name shares") should review these proxy materials and their Notice of Internet Availability or voting instruction form for how to vote in advance of and participate in the Meeting. We encourage you to join the Meeting 15 minutes before the start time.

A recording of the webcast will be available on our investor relations website for at least 60 days following the Meeting.

Stockholders at the close of business on November 20, 2023, are entitled to receive notice of, and to vote at, the Meeting and any and all adjournments, continuations or postponements thereof. If we experience a technical malfunction or other situation that the Meeting chair determines may affect our ability to satisfy the requirements for a virtual meeting of stockholders under the Delaware General Corporation Law, or that otherwise makes it advisable to adjourn the Meeting, the chair of the Meeting will convene the meeting at 9:00 a.m. Pacific Standard Time on January 18, 2024, and at our principal executive offices, solely for the purpose of adjourning the Meeting to reconvene at a date, time and physical or virtual location to be announced. If we adjourn the Meeting, we will post information regarding the rescheduled meeting on the investor relations section of our website at investors.intuit.com.

Your vote is important. Please vote as promptly as possible.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on January 18, 2024: Both the proxy statement and Intuit's Annual Report on Form 10-K for the fiscal year ended July 31, 2023, are available electronically at https://investors.intuit.com/financials/sec-filings/and www.proxyvote.com.

By order of the Board of Directors,

Kerry J. McLean

Executive Vice President, General Counsel and Corporate Secretary

Mountain View, California

November 22, 2023

(This page has been left blank intentionally.)

A Letter to Our

Stockholders

November 22, 2023

Dear fellow Intuit stockholders:

This year, Intuit marked its 40th anniversary. We've seen many significant technology transitions over the years - from DOS, to Windows, to the Cloud, and now to the era of artificial intelligence - and each time we've led the disruption and thrived. Fiscal year 2023 was another strong chapter in our proud legacy.

I'm pleased to report that in fiscal year 2023, we grew full-year revenue 13% and ended the fiscal year with strong momentum across our business going into fiscal year 2024. Despite rising interest rates and high inflation, our performance demonstrates the strength of our platform and the diversity of our portfolio, including our ability to deliver strong results in uncertain times. I continue to be confident in our strategy to be the global AI- driven expert platform powering prosperity for consumers and small businesses.

Five years ago, we declared our strategy of transforming the company from a tax and accounting platform where consumers and small businesses have to do the work for themselves, to a global financial technology platform where we do the work for them, powering their prosperity. With this strategy in place, we've been investing in building AI capabilities into our products and services, leveraging our own financial large language models along with other leaders in generative AI (Gen AI).

This fall, we took the next big step in our AI journey by introducing Intuit Assist - Intuit's new financial assistant that uses the power of Gen AI to automagically do the hard work for customers and fuel their financial success, and, in turn, help create a thriving economy.

Even as the velocity of innovation increases across our company, our commitment to live by our values and make the world a better place does not waver. This commitment has been one of the key drivers in our ability to grow and thrive for over four decades. At Intuit, corporate responsibility (CR) and diversity, equity, and inclusion (DEI) are not afterthoughts; they're core to who we are and intrinsic parts of our business. We embed CR and DEI into the company's strategy and declare goals for each in order to hold ourselves accountable. I'm happy to report that in fiscal year 2023, we made great progress toward our long-term goals.

At Intuit, we never stop raising the bar for ourselves as we embrace the opportunities ahead of us. As proud as I am of our past, I'm even more excited about our future. The global financial technology platform we're building will power prosperity for our customers and the company for years to come. I firmly believe our best days are ahead of us.

Sasan Goodarzi

President and

Chief Executive Officer

Intuit Inc.

Table of Contents

Proxy Summary	1
Corporate Governance	11
Corporate Governance Practices	11
Board Responsibilities and Structure	13
Director Independence	16
Qualifications of Directors	16
Stockholder Recommendations of Director Candidates	17
Service on Other Boards and Job Changes	17
Board Committees and Charters	18
Annual Board Evaluation	20
Transactions with Related Persons	21
Stockholder Engagement	21
Corporate Responsibility	24
Proposal No. 1 - Election of Directors	26
Our Board Nominees	26
Director Compensation	34
Annual Retainer and Equity Compensation Program for
Non-Employee Directors	34
Director Stock Ownership Requirement	35
Donation Matching Program for Non-Employee
Directors	35
Director Summary Compensation Table	36
Equity Grants to Directors During Fiscal Year 2023	37
Outstanding Equity Awards for Directors at Fiscal
Year-End 2023	38
Proposal No. 2 - Advisory Vote to Approve
Executive Compensation	39
Compensation Risk Assessment	40
Compensation and Organizational Development
Committee Report	41

Compensation Discussion and Analysis	42
(separate Table of Contents)
Executive Compensation Tables	63
Fiscal Year 2023 Summary Compensation Table	63
Grants of Plan-Based Awards During Fiscal Year 2023	65
Outstanding Equity Awards at Fiscal 2023 Year-End	67
Option Exercises and Stock Vested During Fiscal
Year 2023	71
Non-Qualified Deferred Compensation for Fiscal
Year 2023	72
Potential Payments Upon Termination of Employment or
Change in Control	73
CEO Pay Ratio	76
Pay Versus Performance	77
Proposal No. 3 - Advisory Vote on Frequency of
Advisory Votes to Approve Executive Compensation	81
Proposal No. 4 - Ratification of Selection of
Independent Registered Public Accounting Firm	82
Audit and Risk Committee Report	84
Proposal No. 5 - Approval of Amended and
Restated 2005 Equity Incentive Plan	85
Equity Compensation Plan Information	92
Proposal No. 6 - Stockholder Proposal - Retirement
Plan Investment Report	93
Stock Ownership Information	95
Security Ownership Table	95
Information About the Meeting, Voting and Proxies	98
Appendix A - Information Regarding
Non-GAAP Financial Measures	A-1
Appendix B - Amended and Restated 2005 Equity
Incentive Plan	B-1

All statements made in this document, other than statements of historical or current facts, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking and other statements in this document address our plans and goals, including those relating to progress on our corporate responsibility matters relating to climate, workforce diversity and communities. The fact that we included such information does not indicate that these contents are necessarily material to investors or required to be disclosed in our filings with the Securities and Exchange Commission. We use words such as anticipates, believes, expects, future, potential, intends, design, will, may, can, should and similar expressions to identify forward-looking statements. Forward-looking statements reflect management's current expectations and are inherently uncertain. Actual results could differ materially for a variety of reasons. Risks and uncertainties that could cause our actual results to differ significantly from management's expectations are described in our Annual Report on Form 10-K for the fiscal year ended July 31, 2023. Except as may be required by law, the company undertakes no obligation to update any forward-looking or other statements. In addition, historical, current, and forward- looking sustainability-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future.

Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document.

Proxy

Summary

This summary highlights information contained elsewhere in this proxy statement. It does not contain all of the information that you should consider. You should read the entire proxy statement carefully before voting.

We have first released this proxy statement and the form of proxy to Intuit stockholders beginning on or about November 22, 2023.

Annual Meeting of Stockholders

Date and Time

Thursday, January 18, 2024

8:00 a.m. Pacific Standard

Time

We encourage you to join at 7:45 a.m. Pacific Standard Time.

Place

To attend the virtual Meeting, stockholders of record should go to www.virtualshareholdermeeting.com/INTU2024and log in using the control number on their Notice of Internet Availability or proxy card. Street-name holders should review these proxy materials and their Notice of Internet Availability or voting instruction form for how to vote in advance of and participate in the Meeting.

Record Date

November 20, 2023

You are entitled to vote if you held Intuit stock on the record date. Each share of Intuit common stock is entitled to one vote for each director nominee and one vote for each of the other proposals.

A recording of the webcast will be available on our investor relations website for at least 60 days following the Meeting.

Agenda

		Board	For more
Proposal	Recommendation	information
1.	Election of directors	FOR (all nominees)	Page 26
2.	Advisory vote to approve Intuit's executive compensation (say-on-pay)	FOR	Page 39
3.	Advisory vote on the frequency of future say-on-pay votes	ONE YEAR	Page 81
4.	Ratification of selection of Ernst & Young LLP as Intuit's independent	FOR	Page 82
	registered public accounting firm
5.	Approval of Amended and Restated 2005 Equity Incentive Plan	FOR	Page 85
6.	Stockholder proposal - retirement plan investment report	AGAINST	Page 93

Proxy Summary | INTUIT 2024 Proxy Statement

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2023 Performance Highlights

We delivered strong results in fiscal 2023. Key highlights include the following.

Total revenue

$14.4B

up 13% from FY22

Small Business & SelfE mployed Group

up 24% from FY22

Combined platform revenue

$11.0B

up 14% from FY22 includes Online Ecosystem, Turbo Tax Online and Credit Karma

GAAP operating income

$3.1B

up 22% from FY22

Non-GAAP

operating income

$5.5B

up 22% from FY22

Consumer Group

up 6% from FY22

Online Ecosystem

up 30% from FY22

Credit Karma

down 9% from FY22

GAAP diluted EPS

$8.42

up 16% from $7.28 in FY22

Non-GAAP diluted EPS

$14.40

up 22% from $11.85 in FY22

Repurchased

$2.0B

of shares and increased dividend 15% to $3.12 per share

See Appendix A to this proxy statement for information regarding non-GAAP financial measures, including a reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures.

Our mission is to power prosperity around the world. Across our platform, we use the power of technology to deliver three core benefits to our customers: helping put more money in their pockets, saving them time by eliminating work so they can focus on what matters to them, and ensuring that they have complete confidence in every financial decision they make.

All of our customers have a common set of needs. Our global financial technology platform, which includes TurboTax, Credit Karma, QuickBooks, and Mailchimp, is designed to help consumers and small businesses manage their finances, get and retain customers, save money, pay off debt, and do their taxes with ease and confidence so they receive the maximum refund they deserve. For those customers who have made the bold decision to become entrepreneurs and go into business for themselves, we are focused on helping them find and keep customers, get paid faster, pay their employees, manage and get access to capital, and ensure their books are done right.

The continuing evolution of artificial intelligence ("AI") is fundamentally reshaping our world and Intuit is taking advantage of this technological revolution to find new ways to deliver on our mission. Five years ago, we declared our strategy to be a global AI-driven expert platform and five strategic priorities, or "Big Bets," as the primary areas of focus to drive durable growth. We are investing heavily in our data and AI capabilities to deliver accelerated innovation where we and others can solve our customers' most important problems, and we are uniquely positioned for the next wave of transformation with generative AI given our rich data platform and established AI foundation.

2	INTUIT 2024 Proxy Statement | Proxy Summary

Our Big Bets

• Revolutionizing speed to benefit: When customers use our products and services, we use the power of data-driven customer insights to deliver value instantly and aim to make interactions with our offerings frictionless, without the need for customers to
  manually enter data. We are accelerating the application of AI to deliver breakthrough innovations to customers. We are also investing in other emerging technologies, such as decentralized technologies, with a goal to revolutionize the customer experience and help customers put more money in their pockets faster. This priority is foundational across our business, and execution against it positions us to succeed with our other four strategic priorities.

• Connecting people to experts: The largest problem our customers face is lack of confidence to file their own taxes or to manage their books. To build their confidence, we connect our customers to experts. We offer customers access to experts to help them make important decisions and experts, such as accountants, gain access to new customers so they can grow their businesses. We are also expanding how we think about virtual experiences by broadening the segments we serve beyond tax and accounting, to play a more meaningful role in our custom- ers' lives.

• Being the center of small business growth: We are focused on helping customers grow their businesses by offering a broad, seamless set of tools that are designed to help them get and retain customers, get paid faster, manage and get access to capital, pay employees with confidence, and use third-partyapps to help run their businesses. At the same time, we want to position ourselves to better serve product-basedbusinesses to benefit customers who sell products through multiple channels.

• Unlocking smart money decisions: To address the challenges of crippling high-costdebt and lack of savings, we are creating a comprehensive, self-drivingfinancial platform with Credit Karma that propels our customers forward wherever they are on their financial journey, so they can understand their financial picture, make smart financial decisions, and stick to their financial plan in the near and long term.

• Disrupting the small business mid-market:We aim to disrupt the mid-marketwith a tailor-madeecosystem of offerings. QuickBooks Online Advanced, as well as our workforce solutions, payments, and bill pay offerings, are designed to address the needs of small business customers with 10 to 100 employees. Additionally, Mailchimp's marketing platform enables mid-marketbusinesses to digitally promote their business across email, social media, landing pages, ads, websites, and more, all from one place. These offerings enable us to increase retention of these larger customers and attract new mid-marketcustomers who are over-servedby available offerings.

As the external environment evolves, we continue to innovate and adapt our strategy and anticipate our customers' needs. For 40 years, we have been dedicated to developing innovative solutions that are designed to solve our customers' most important financial problems, are easy to use, and are available where and when customers need them. As a result, our customers actively recommend our products and solutions to others, which is one important way that we measure the success of our strategy.

Leadership Succession

During fiscal 2023, we announced several management transitions. These transitions were carried out consistent with our thoughtful and orderly approach to long-term leadership development and succession planning, which is overseen by our Compensation and Organizational Development Committee (the "Compensation Committee"). Michelle Clatterbuck stepped down from her role as Executive Vice President and Chief Financial Officer, effective July 31, 2023, and Sandeep Aujla assumed that role effective August 1, 2023. Effective September 5, 2023, Alex Chriss stepped down from his role as Executive Vice President and General Manager, Small Business & Self-Employed Group, and that role was assumed by Marianna Tessel, who served as Executive Vice President and Chief Technology Officer through September 5, 2023. Alex Balazs, who previously served as Chief Technology Architect, assumed the role of Executive Vice President and Chief Technology Officer effective September 5, 2023.

Proxy Summary | INTUIT 2024 Proxy Statement

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