DEF 14A 1 intu2012-proxy.htm DEF 14A INTU.2012-proxy
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
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INTUIT INC.
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INTUIT INC.
2700 Coast Avenue
Mountain View, CA 94043
NOTICE OF 2013 ANNUAL MEETING OF STOCKHOLDERS
Dear Stockholder:
You are cordially invited to attend our 2013 Annual Meeting of Stockholders, which will be held at 8:00 a.m. Pacific Standard Time on January 17, 2013 at our offices at 2750 Coast Avenue, Building 6, Mountain View, California 94043. Please note that this is a different building than in prior years. We will also offer a webcast of the annual meeting at http://investors.intuit.com.
We are holding the meeting for the following purposes:
1. To elect the nine directors nominated by the Board of Directors and named in the proxy statement to hold office until the next annual meeting of stockholders or until their respective successors have been elected and qualified;
2. To ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending July 31, 2013;
3. To hold an advisory vote to approve executive compensation;
4. To approve the material terms of the performance goals under the Intuit Inc. Senior Executive Incentive Plan; and
5. To consider any other matters that may properly be brought before the annual meeting and any postponement(s) or adjournment(s) thereof.
Items 1 through 4 are more fully described in the attached proxy statement. We have not received notice of other matters that may be properly presented at the annual meeting.
Only stockholders who owned our stock at the close of business on November 23, 2012 may vote at the annual meeting, or at any adjournment or postponement of the annual meeting. For 10 days prior to the annual meeting, a list of stockholders eligible to vote at the annual meeting will be available for review during our regular business hours at our headquarters at 2700 Coast Avenue, Mountain View, California 94043. If you would like to view the stockholder list, please call Intuit Investor Relations at (650) 944-3560 to schedule an appointment.
Your vote is important. Whether or not you plan to attend the annual meeting, please cast your vote, as instructed in the Notice of Internet Availability of Proxy Materials, over the Internet or by telephone, as promptly as possible. You may also request a paper proxy card to submit your vote by mail, if you prefer. We encourage you to vote via the Internet. We believe it is convenient for our stockholders, while significantly lowering the cost of our annual meeting and conserving natural resources.
Important Notice Regarding the Availability of Proxy Materials for Annual Meeting of Stockholders to Be Held on January 17, 2013. The proxy statement is available electronically at http://investors.intuit.com/proxy.cfm and Intuit's Annual Report on Form 10-K for fiscal year ended July 31, 2012 is available electronically at http://investors.intuit.com/annuals.cfm.
By order of the Board of Directors,
Laura A. Fennell
Senior Vice President, General Counsel and Corporate
Secretary
Mountain View, California
November 27, 2012



INTUIT INC.
PROXY STATEMENT 2013 ANNUAL MEETING OF STOCKHOLDERS

 
Page

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2013 PROXY SUMMARY

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

Annual Meeting of the Stockholders
Time and Date
 
Thursday, January 17, 2013 at 8:00 a.m. Pacific Standard Time
Place
 
Intuit's offices at 2750 Coast Avenue, Building 6, Mountain View, California 94043 (Please note that this is a different building than in prior years)
Record Date
 
November 23, 2012
Voting
 
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 proposals to be voted on.

Meeting Agenda

1.
Election of nine directors
2.
Ratification of Ernst & Young LLP as our independent registered public accounting firm for fiscal year ending July 31, 2013
3.
Advisory vote to approve executive compensation
4.
Approve the material terms of the performance goals under the Intuit Inc. Senior Executive Incentive Plan
5.
Consider other matters that may properly come before the meeting

Intuit's Board of Directors (the “Board”) recommends that you vote FOR the election of each of the director nominees and FOR Proposals 2, 3 and 4.

Board Nominees

The following table provides summary information about each director nominee. Each director nominee is elected annually by a majority of votes cast.
 
 
 
 
 
 
Committee Memberships
 
Name
Age
Director Since
Occupation
Experience/ Qualification
Independent
AC
ARC
CODC
NGC
Other Public Company Boards
Christopher W. Brody
68
1993
Chairman, Vantage Partners LLC
Leadership, Finance, Industry
X
 
 
X
C
 
William V. Campbell
72
1994
Chairman of the Board of Directors, Intuit Inc.
Leadership, Industry
 
 
 
 
 
Apple, Inc., GSV Capital Corp.
Scott D. Cook
60
1984
Founder and Chairman of the Executive Committee, Intuit Inc.
Leadership, Industry
 
 
 
 
 
eBay Inc.;
The Procter & Gamble Company
Diane B. Greene
57
2006
Former President and Chief Executive Officer, VMware, Inc.
Leadership, Industry
X
 
X
 
X
Google, Inc.
Edward A. Kangas
68
2007
Non-Employee Chairman, Tenet Healthcare
Industry, Global, Leadership
X
X
 
C
X
Tenet Healthcare; Hovnanian Enterprises, Inc.;
United Technologies Corporation


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Committee Memberships
 
Name
Age
Director Since
Occupation
Experience/ Qualification
Independent
AC
ARC
CODC
NGC
Other Public Company Boards
Suzanne Nora Johnson
55
2007
Former Vice-Chairman, The Goldman Sachs Group
Leadership, Industry, Finance, Global
X
C
X
 
 
American International Group, Inc.; Pfizer Inc.; VISA Inc.
Dennis D. Powell
64
2004
Former Chief Financial Officer, Cisco Systems, Inc.
Leadership, Industry, Finance
X
X
C
 
 
Applied Materials, Inc.; VMware, Inc.
Brad D. Smith
48
2008
President and Chief Executive Officer, Intuit Inc.
Leadership, Industry
 
 
 
 
 
Yahoo! Inc.
Jeff Weiner
42
2012
Chief Executive Officer, LinkedIn Corporation
Leadership, Industry
X
 
 
X
 
LinkedIn Corporation
________________________________________________________
AC
 
Acquisition Committee
ARC
 
Audit and Risk Committee
CODC
 
Compensation and Organizational Development Committee
NGC
 
Nominating and Governance Committee
C
 
Chair
Attendance
 
All director nominees, all of whom are current directors, attended at least 75% of the aggregate number of meetings of the Board and committees on which he or she sits.

Auditors

As a matter of good corporate governance, we are asking stockholders to ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending July 31, 2013.

Executive Compensation Advisory Vote

For the third year, our stockholders have the opportunity to cast a non-binding, advisory vote to approve our executive compensation program. Last year, stockholders supported the policies, practices and philosophy of our compensation program, with 93% of votes cast in favor of the proposal. In evaluating this year's “say on pay” proposal, we recommend that you review our “Compensation Discussion and Analysis,” which explains how and why the Compensation and Organizational Development Committee of our Board arrived at its compensation actions and decisions for fiscal year 2012, along with our “Summary Compensation Table” and the related compensation tables, notes and narrative in this proxy statement. The Board recommends a FOR vote because the Board believes that our compensation programs' policies and procedures are effective in implementing our compensation philosophy and in achieving its goals.

Fiscal 2012 Compensation Decisions

Intuit delivered strong financial results in fiscal 2012, achieving revenue growth of 10%, non-GAAP operating income growth of 10% and non-GAAP earnings per share (“EPS”) growth of 16%. Appendix A to this proxy statement includes a reconciliation of non-GAAP operating income and non-GAAP EPS to the most directly comparable financial measures prepared in accordance with Generally Accepted Accounting Principles (“GAAP”). Intuit and its management delivered these strong results in an environment of continued economic uncertainty and a sluggish recovery of the U.S. economy. Over the past one-year and three-year periods, these revenue and operating income results have placed Intuit between the median and 75th percentile of its compensation peer group (discussed in the “Compensation Discussion and Analysis” of the proxy statement). Intuit continued to demonstrate excellent execution against its three-point strategy of building growth in its core businesses, building adjacent businesses and entering new geographies, and accelerating the transition to connected services.
Because Intuit was able to deliver such strong results for stockholders, customers and employees, the Compensation and Organizational Development Committee of the Board determined that our named executive officers would receive cash bonuses, and awarded equity grants and salary increases for fiscal 2013, in recognition of Company and individual performance. In particular, in recognition of the strength of the Company's results and strong or outstanding individual performance, the named executive officers received total annual cash bonuses in the range of 96% to 130% of target, as further discussed under “Compensation Discussion and Analysis,” which begins on page 25 of this proxy statement.

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Compensation Practices

Intuit employs a number of practices that reflect our pay-for-performance compensation philosophy, including:

the majority of our officer compensation is in the form of performance-based incentives, and 70% of the value of those incentives is in the form of performance-based restricted stock units, which use a variety of performance measures, including performance versus three-year operating goals that reflect our strategic plan and relative total shareholder return ("TSR") compared to a peer group;
we do not provide special retirement benefits designed solely for executive officers;
we do not provide any excise tax “gross-up” payments if a severance payment is considered an excess parachute payment under U.S. tax laws;
we do not provide perquisites or other executive benefits based solely on rank;
we have implemented “clawback” provisions for performance-based equity awards; and
we have implemented 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 his salary and non-employee director guideline set at five times retainer.

Fiscal 2012 Compensation Summary

Set forth below is the fiscal year 2012 compensation for each named executive officer as determined under the Securities and Exchange Commission rules. See the “Compensation Discussion and Analysis” and “Executive Compensation” sections of the proxy statement for a full explanation of each named executive officers' compensation.

Name and Principal Position
 
Salary
 ($)
 
Bonus
 ($)
 
Stock Awards
 ($)
 
Option Awards
 ($)
 
Non-Equity Incentive Plan Compensation
 ($)
 
All Other Compensation
 ($)
 
Total
 ($)
Brad D. Smith
President and Chief Executive Officer
 
975,000

 

 
8,320,578

 
1,608,698

 
1,647,750

 
12,559

 
12,564,585

R. Neil Williams
Senior Vice President and Chief Financial Officer
 
675,000

 

 
2,537,885

 
417,083

 
544,219

 
13,714

 
4,187,901

Kiran M. Patel
Executive Vice President and General Manager, Small Business Group
 
700,000

 

 
2,798,678

 
470,900

 
805,000

 
16,693

 
4,791,271

Laura A. Fennell
Senior Vice President, General Counsel and Corporate Secretary
 
505,000

 

 
1,176,413

 
188,365

 
348,450

 
15,799

 
2,234,027

Daniel R. Maurer
Senior Vice President and General Manager, Consumer Group
 
585,000

 

 
1,741,524

 
282,547

 
422,297

 
14,908

 
3,046,276



2014 Annual Meeting
Deadline for stockholder proposals or director nominees for inclusion in the proxy statement:
July 30, 2013
Deadline for director nominees or other stockholder proposals to be properly brought at annual meeting (but not included in the proxy statement):
No earlier than October 4, 2013 and
no later than November 3, 2013



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INTUIT INC.
2700 Coast Avenue
Mountain View, CA 94043

PROXY STATEMENT FOR THE
2013 ANNUAL MEETING OF STOCKHOLDERS

INFORMATION ABOUT THE MEETING, VOTING AND PROXIES
Date, Time and Place of Meeting
Intuit Inc.’s (“Intuit” or the “Company”) Board of Directors (the “Board”) is asking for your proxy for use at the Intuit Inc. 2013 Annual Meeting of Stockholders (the “Meeting”) and at any adjournment or postponement of the Meeting for the purposes set forth in the accompanying Notice of 2013 Annual Meeting of Stockholders. We are holding the Meeting on Thursday, January 17, 2013 at 8:00 a.m. Pacific Standard Time at our offices at 2750 Coast Avenue, Building 6, Mountain View, California 94043. We have first released this proxy statement to Intuit stockholders beginning on November 27, 2012.
Webcast of Meeting
If you are not able to attend the meeting in person, you may join a live webcast of the Meeting on the Internet by visiting http://investors.intuit.com on Thursday, January 17, 2013 at 8:00 a.m. Pacific Standard Time.
Proposals at the Meeting
There are four proposals scheduled to be voted on at the Meeting:
to elect nine directors nominated by the Board of Directors to hold office until the next annual meeting of stockholders or until their respective successors have been elected and qualified;
to ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending July 31, 2013;
to hold an advisory vote to approve executive compensation; and
to approve the material terms of the performance goals under the Intuit Inc. Senior Executive Incentive Plan.
We will also consider any other matters that may properly be brought before the Meeting and any postponement(s) or adjournment(s) thereof.
Internet Availability of Proxy Materials
We are pleased to continue to furnish proxy materials to our stockholders on the Internet, rather than mailing printed copies of those materials to each stockholder. If you received a Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”) by mail, you will not receive a printed copy of the proxy materials unless you request one. Instead, the Notice of Internet Availability will instruct you as to how you may access and review the proxy materials and cast your vote on the Internet. If you received a Notice of Internet Availability by mail and would like to receive a printed copy of our proxy materials, please follow the instructions included in the Notice of Internet Availability. We encourage stockholders to take advantage of the availability of the proxy materials on the Internet to help reduce the environmental impact of the Meeting. We anticipate that the Notice of Internet Availability will be mailed to stockholders on or about November 27, 2012.
Record Date, Outstanding Shares and Quorum
Only holders of record of Intuit common stock at the close of business on November 23, 2012 (called the “Record Date”) will be entitled to vote at the Meeting. On the Record Date, we had approximately 296,143,092 shares of common stock outstanding and entitled to vote. We need a quorum to take action at the Meeting. We will have a quorum if a majority of the shares outstanding and entitled to vote on the Record Date are present at the Meeting, either in person or by proxy.
If by the date of the Meeting we do not receive proxies representing sufficient shares to constitute a quorum or approve one or more of the proposals, the Chair of the Meeting, or the persons named as proxies, may propose one or more adjournments of the Meeting to permit further solicitation of proxies. The persons named as proxies would typically exercise their authority to vote in favor of adjournment.

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Voting Rights
Holders of our common stock are entitled to one vote for each share they owned on the Record Date. The Inspector of Elections appointed for the Meeting will tabulate all votes. The Inspector will separately tabulate “for” and “against” votes, abstentions and broker non-votes for each proposal.
Stockholder of Record or Beneficial Owner
Stockholder of Record (Record Holder).  If your shares are registered directly in your name with the Company’s transfer agent, American Stock Transfer & Trust Company (“AST”), you are considered the stockholder of record with respect to those shares, and the Notice of Internet Availability was sent directly to you by Intuit. If you request printed copies of the proxy materials by mail, you will also receive a proxy card.
Beneficial Owner of Shares Held in Street Name.  If your shares are held in an account at a brokerage firm, bank, broker-dealer, or other similar organization, then you are the beneficial owner of shares held in “street name,” and the Notice of Internet Availability was forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Meeting. As a beneficial owner, you have the right to instruct that organization on how to vote the shares held in your account. If you do not provide the organization that holds your shares with specific voting instructions, under the rules of various national and regional securities exchanges, the organization that holds your shares may generally vote on routine matters but cannot vote on non-routine matters. Only Proposal 2 (ratifying the appointment of our independent registered public accounting firm) is considered a routine matter. Proposals 1 (election of directors), 3 (advisory vote to approve executive compensation) and 4 (approval of the material terms of the performance goals under the Intuit Inc. Senior Executive Incentive Plan) are not considered routine matters, and without your instruction, your broker cannot vote your shares. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, the organization will inform the inspector of election that it does not have the authority to vote on this matter with respect to your shares. This is generally referred to as a “broker non-vote.”
Voting and Revoking Proxies
The Board is soliciting proxies to vote your shares at the Meeting. All stockholders of record have three options for submitting their vote prior to the Meeting:
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.
We encourage you to register your vote via the Internet.  If you attend the Meeting, you may also submit your vote in person, and any votes that you previously submitted — whether via the Internet, by phone or by mail — will be superseded by the vote that you cast at the Meeting. If you properly submit your proxy, via the Internet, by phone or by mail, and do not revoke it prior to the Meeting, your shares will be voted in the manner described in this proxy statement or as you may otherwise direct.
If you sign and return your proxy card but do not give any instructions on how you would like to vote your shares, your shares will be voted in favor of the election of each of the director nominees listed in Proposal 1 and in favor of Proposals 2, 3 and 4. As far as we know, no other matters will be presented at the Meeting. However, if any other matters of business are properly presented, the proxy holders named on the proxy card are authorized to vote the shares represented by proxies according to their judgment.
If you are a beneficial owner of shares held in “street name” through a brokerage firm, bank, broker-dealer, or other similar organization, you may receive a Notice of Internet Availability of Proxy Materials from the holder of record containing instructions that you must follow in order for your shares to be voted. Certain of these institutions offer Internet and telephone voting. If you wish to vote at the Meeting, you must bring to the Meeting a letter from the record holder confirming your beneficial ownership of the shares.
Whether you submit your proxy via the Internet, by phone or by mail, you may revoke it at any time before voting takes place at the Meeting. If you are the record holder of your shares and you wish to revoke your proxy, you must deliver instructions to: Laura A. Fennell, Corporate Secretary, at Intuit Inc., P.O. Box 7850, Mail Stop 2700, Mountain View, California 94039-7850. You may also revoke a proxy by submitting a later-dated vote, in person at the Meeting or via the Internet, by phone or by mail. If a broker, bank or other nominee is the record holder of your shares and you wish to revoke your proxy, you must contact the record holder of your shares directly.

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Votes Required to Elect Directors and Adopt Proposals
Each share of our common stock outstanding on the Record Date is entitled to one vote on each of the nine director nominees and one vote on each other matter. To be elected, directors must receive a majority of the votes cast (the number of shares voted “for” a director nominee must exceed the number of votes cast “against” that nominee). Each director who is standing for election at the Meeting has tendered a contingent, irrevocable resignation from the Board that will become effective only if the director fails to receive the required majority vote. In that event, the Nominating and Governance Committee of the Board will make a recommendation to the Board whether to accept or reject the resignation, or whether some other action should be taken. The Board will act on the recommendation of the Nominating and Governance Committee and publicly disclose its decision and the rationale behind it within 90 days after the date of the certification of the election results. Approval of each of the other proposals on the agenda requires the affirmative vote of the majority of the shares of common stock entitled to vote on the proposal that are present in person or represented by proxy at the Meeting and are voted “for” or “against” the proposal.
Abstentions and Broker Non-Votes
Any shares represented by proxies that are marked to abstain from voting on a proposal will be counted as present in determining whether we have a quorum. They will also be counted in determining the total number of shares entitled to vote on a proposal. Abstentions and, if applicable, broker non-votes will not be counted as votes “for” or “against” a Director nominee or the other proposals. Accordingly, abstentions are not counted for the purpose of determining the number of votes cast on these proposals.
If your shares are held in street name and you do not instruct your broker on how to vote your shares, your broker, in its discretion, may either leave your shares unvoted or vote your shares on routine matters. If your broker returns a proxy card but does not vote your shares, this results in a “broker non-vote.” Broker non-votes will be counted as present for the purpose of determining a quorum, but they will not be counted for the purpose of determining the number of votes cast on the proposals.
Soliciting Proxies
Intuit will pay all expenses of soliciting proxies to be voted at the Meeting. After the proxies are initially distributed, Intuit and/or its agents may also solicit proxies by mail, electronic mail, telephone or in person. We have hired a proxy solicitation firm, Innisfree M&A Incorporated, to assist us in soliciting proxies. We will pay Innisfree a fee of $9,000 plus their expenses, which we estimate will be approximately $7,500. We will ask brokers, custodians, nominees and other record holders to prepare and send a Notice of Internet Availability of Proxy Materials to people or entities for whom they hold shares and forward copies of the proxy materials to beneficial owners who request paper copies.
Voting Results
The preliminary voting results will be announced at the Meeting. The final voting results will be tallied by our Inspector of Elections and published in a Current Report on Form 8-K that we expect to file within four business days of the Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the Meeting, we intend to file a Form 8-K to disclose preliminary voting results and, within four business days after the final results are known, we will file an additional Form 8-K to disclose the final voting results.
Delivery of Voting Materials to Stockholders Sharing an Address
To reduce the expense of delivering duplicate materials to stockholders sharing the same address, we have adopted a procedure approved by the Securities and Exchange Commission (“SEC”) called “householding.” Under this procedure, certain stockholders of record who have the same address and last name and do not participate in electronic delivery of proxy materials will receive only one copy of the Notice of Internet Availability, Annual Report on Form 10-K and proxy materials, as applicable, sent to stockholders until such time as one or more of these stockholders notifies us that they wish to receive individual copies. This procedure will reduce duplicate mailings and save printing costs and postage fees, as well as natural resources.
How to Obtain a Separate Set of Voting Materials
If you received a householded mailing this year, and you would like to have additional copies of our Notice of Internet Availability of Proxy Materials, Annual Report on Form 10-K and proxy materials, as applicable, mailed to you, please submit your request to Investor Relations, Intuit Inc., P.O. Box 7850, Mail Stop 2700, Mountain View, California, 94039-7850, or call (650) 944-3560 and we will deliver these materials to you promptly upon such written or oral request. You may also contact us at the address or phone number above if you received multiple copies of the annual meeting materials and would prefer to

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receive a single copy in the future. If you would like to opt out of householding for future mailings, call (800) 542-1061 or send a written request to Investor Relations at the above address.
Annual Report on Form 10-K and Additional Materials
The Notice of 2013 Annual Meeting of Stockholders, this proxy statement and our Annual Report on Form 10-K for the fiscal year ended July 31, 2012 have been made available to all stockholders entitled to vote at the Meeting and who received the Notice of Internet Availability. The Annual Report on Form 10-K can also be viewed at http://investors.intuit.com/annuals.cfm.
Paper copies of our Annual Report on Form 10-K (excluding exhibits) for the fiscal year ended July 31, 2012 may be obtained without charge by writing to Investor Relations, Intuit Inc., P.O. Box 7850, Mail Stop 2700, Mountain View, California, 94039-7850, or by calling (650) 944-3560.
OUR BOARD OF DIRECTORS AND NOMINEES
Our Board currently consists of nine directors, all of whom are standing for election. The nominees for election include six independent directors, as defined in the applicable rules for companies traded on the NASDAQ Global Select Market (NASDAQ) and three directors who are employees of Intuit. Stockholders elect all directors annually. The authorized number of directors is currently nine.
Directors Standing for Election
Each of the incumbent directors listed below has been nominated for election by the Board upon recommendation by the Nominating and Governance Committee and has agreed to stand for election to a one-year term. Information concerning the nominees for director is provided below.
Christopher W. Brody (Age 68)
Chairman, Vantage Partners LLC

Mr. Brody has been an Intuit director since 1993 and is a member of the Compensation and Organizational Development Committee and Chairman of the Nominating and Governance Committee. Mr. Brody has been chairman of Vantage Partners LLC, a private investment firm that he founded, since 1999. From 1971 to 1998 Mr. Brody was a partner of Warburg, Pincus & Co., a venture capital and private equity investment firm. Over the past 29 years, Mr. Brody has served on the boards of over 15 public and private companies in a number of different industries. Currently, Mr. Brody serves as a director of several private companies. Mr. Brody holds a Bachelor of Arts in English Literature from Harvard College and a Master in Business Administration from Harvard Business School. The Board believes that Mr. Brody should be re-elected to the Board because of his experience and knowledge of corporate finance, strategic planning and general management; his experience and knowledge of operational matters gained as a past and present director of several other public and private companies; his experience in building high-growth businesses; and his knowledge of Intuit, its markets and operations, which has developed over his tenure as a director of Intuit.
William V. Campbell (Age 72)
Chairman of the Board of Directors, Intuit Inc.

Mr. Campbell has been an Intuit director since 1994. He served as Intuit's President and Chief Executive Officer from April 1994 through July 1998. He has served as Chairman of the Board since August 1998 and was Acting Chief Executive Officer from September 1999 until January 2000. Mr. Campbell has been a member of the board of directors of Apple, Inc. since 1997, where he serves on the Compensation Committee and chairs the Nominating Committee, and he has been a member of the Board of Directors of GSV Capital Corp. since 2012. In addition to Mr. Campbell's public company leadership experience, he serves as the Chair of the Board of Trustees of Columbia University. Mr. Campbell holds a Bachelor of Arts in Economics and a Masters of Science from Columbia University. The Board believes that Mr. Campbell should be re-elected to the Board because of his professional experience managing and advising innovative high growth companies; his leadership throughout the technology industry; and his understanding of Intuit, its strategy, markets, operations and management.

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Scott D. Cook (Age 60)
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 has been a director of eBay Inc. since 1998 where he is 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. The Board believes that Mr. Cook should be re-elected to the Board because of his experience as an entrepreneur and corporate executive; his knowledge of Intuit's operations, markets, management and strategy; his role in guiding and fostering innovation; and his experience as a Board member of other large consumer-focused companies.
Diane B. Greene (Age 57)
Former President and Chief Executive Officer, VMware, Inc.

Ms. Greene has been an Intuit director since 2006 and is a member of the Audit and Risk Committee and the
Nominating and Governance Committee. Ms. Greene co-founded VMware, Inc., a provider of virtualization and virtualization-based cloud infrastructure solutions, 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, a provider of information infrastructure and virtual infrastructure technologies, solutions and services, 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. She has also served on the board of directors of Google since January 2012. 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. The Board believes that Ms. Greene should be re-elected to the Board because she brings to the Board her experience and insights as a successful technology entrepreneur and former chief executive officer of a public company as well as her expertise and knowledge of cloud computing and software as a service businesses.
Edward A. Kangas (Age 68)
Non-Employee Chairman, Tenet Healthcare

Mr. Kangas has been an Intuit director since 2007 and is a member of the Acquisition Committee and Nominating and Governance Committee and chairs the Compensation and Organizational Development Committee. From 1989 to 2000, Mr. Kangas was global chairman and chief executive officer of Deloitte Touche Tohmatsu Ltd. Mr. Kangas also held the position of managing partner of Deloitte & Touche (USA) from 1989 to 1994. Mr. Kangas has been non-employee chairman of the board of directors of Tenet Healthcare since 2003. Mr. Kangas also has been a member of the board of directors of: Hovnanian Enterprises, Inc. since 2002; and United Technologies Corporation since 2008. Mr. Kangas was a member of the board of Electronic Data Systems Corporation from 2004 to 2008, Eclipsys Corporation from 2004 to 2010 and Allscripts Healthcare Solutions from 2010 to 2012. Mr. Kangas holds a Bachelor's degree and a Master's degree in Business Administration from the University of Kansas. The Board believes that Mr. Kangas should be re-elected to the Board because he brings to the Board global executive experience as well as his knowledge and expertise acquired through his service as a director of companies in industries that are highly relevant to Intuit's businesses, including software, technology, professional services and healthcare.
Suzanne Nora Johnson (Age 55)
Former Vice-Chairman, The Goldman Sachs Group

Ms. Nora Johnson has been an Intuit director since 2007 and is a member of the Audit and Risk Committee and chairs the Acquisition Committee. Ms. Nora Johnson joined The Goldman Sachs Group in 1985 and held several management positions throughout her tenure, which concluded with her retirement in January 2007, 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, the American Red Cross 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. The Board believes that Ms. Nora Johnson should be re-elected to the Board because she

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brings 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.
Dennis D. Powell (Age 64)
Former Chief Financial Officer, Cisco Systems, Inc.

Mr. Powell has been an Intuit director since 2004 and is a member of the Acquisition Committee and Chairman of the Audit and Risk Committee. Mr. Powell was executive advisor of Cisco Systems, Inc., a provider of networking products and services, 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 from 2002 to 2003; and Vice President, 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 boards of directors of Applied Materials, Inc. since 2007 and VMware, Inc. since 2007. Mr. Powell holds a Bachelor of Science in Business Administration with a concentration in accounting from Oregon State University. The Board believes Mr. Powell should be re-elected to the Board because he brings to the Board his executive management experience with large, global organizations as well as insights into financial and operational issues gained through his tenure as an executive at a large public technology company.
Brad D. Smith (Age 48)
President and Chief Executive Officer, Intuit Inc.

Mr. Smith has been an Intuit director since 2008 and is currently 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 was elected to the board of directors of Yahoo! Inc. in 2010. Mr. Smith holds a Bachelor's degree in Business Administration from Marshall University and a Master's degree in Management from Aquinas College. The Board believes Mr. Smith should be re-elected because, as Chief Executive Officer of Intuit, he possesses 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.
Jeff Weiner (Age 42)
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. He has served as the Chief Executive Officer of LinkedIn, an Internet professional network provider, since June 2009, and as a director of Linked in since July 2009. 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. The Board believes Mr. Weiner should be elected because he 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, consumer web and mobile products.

CORPORATE GOVERNANCE

Intuit is committed to excellence in corporate governance and maintains policies and practices that promote good corporate governance, including the following:

the Board has adopted majority voting in uncontested elections of directors;

a majority of the board members are independent of Intuit and its management;

the independent members of the Board meet regularly without the presence of management;

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all members of the committees of the Board are independent;

the charters of the committees of the Board clearly establish the committees' respective roles and responsibilities;

Intuit has adopted a code of business conduct and ethics for employees that is monitored by Intuit's ethics office;

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 regarding accounting, internal accounting controls or auditing matters and for employees to make confidential, anonymous complaints regarding questionable accounting, auditing, federal securities law matters or violations of the Intuit's Code of Conduct and Ethics;

Intuit has adopted a code of ethics that applies to all directors;

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;

Intuit has adopted stock ownership guidelines for its non-employee directors and executive officers at the senior vice president level and above (which requirements are described in the “Compensation Discussion and Analysis” of this proxy statement starting on page 25); and

the Board and its committees receive periodic updates on regulatory and other developments relevant to the Board from management and outside experts.

Our Board has adopted Corporate Governance Principles that are designed to assist the Board in observing practices and procedures that serve the best interests of Intuit and our stockholders. The Nominating and Governance Committee is responsible for overseeing these Corporate Governance Principles and periodically making recommendations to the Board regarding any changes. These Corporate Governance Principles address, among other things, our policy on succession planning and senior leadership development, Board performance evaluations, committee structure and stock ownership requirements.
We maintain a corporate governance page on our company website that contains key information about corporate governance matters. This information includes copies of our Corporate Governance Principles, Political Accountability Policy, Code of Conduct & Ethics for all employees, including our Company’s senior executive and financial officers, our Operating Values, and the charter for each Board committee. The link to this corporate governance page can be found at http://investors.intuit.com/governance.cfm, and the Corporate Governance Principles can be found at http://investors.intuit.com/directors.cfm.
Board Responsibilities and Leadership Structure
The Board oversees management’s performance on behalf of Intuit’s stockholders. The Board’s primary responsibilities are (1) to select, oversee and determine compensation for the Chief Executive Officer who, with senior management, runs Intuit on a day-to-day basis, (2) to monitor management’s performance to assess whether Intuit is operating in an effective, efficient and ethical manner in order to create value for Intuit’s stockholders, and (3) to periodically review Intuit’s long-range plan, business initiatives, capital projects and budget matters.
The Board appoints the Chairman of the Board, who may be a former officer of Intuit if the Board determines that it is in the best interests of Intuit and its stockholders. The roles of Chairman of the Board and Chief Executive Officer may be held by the same person or may be held by different people. However, if the Chairman is also the Chief Executive Officer, then the Board has determined that it will appoint a lead independent director. Currently, the positions of Chairman of the Board and Chief Executive Officer are held by separate persons. The Board believes that the separation of the roles of Chairman of the Board and Chief Executive Officer is appropriate at this time as it allows our Chief Executive Officer to focus primarily on management and strategy responsibilities, while allowing our Chairman to focus on leadership of the Board, providing feedback and advice to the Chief Executive Officer, and providing a channel of communication between the Board members and the Chief Executive Officer. William V. Campbell, the current Chairman of the Board, is a non-executive employee of Intuit and previously served as Intuit’s chief executive officer. The Chairman of the Board presides over all Board meetings and works with the Chief Executive Officer to develop agendas for Board meetings. The Chairman advises the Chief Executive Officer and other members of senior management on business strategy and leadership development. He also works with the Board to drive decisions about particular strategies and policies and, in concert with the independent Board committees, facilitates a performance evaluation process of the Board.

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The Board and its committees meet throughout the year on a set schedule, and also hold special meetings and act by written consent from time to time as appropriate. The Board held four meetings during fiscal 2012. The independent directors also spend a portion of every meeting in executive session, and they designate an independent director to serve as presiding director to chair these sessions. During fiscal 2012, Chris Brody, the Nominating and Governance Committee chair, served as the presiding director of all executive sessions. In addition, the presiding director may advise the Chairman of the Board with respect to agendas and information to be provided to the Board and may perform such other duties as the Board may from time to time request to assist it in fulfilling its responsibilities. The Board has delegated certain responsibilities and authority to the committees described below. Committees report regularly on their activities and actions to the full Board.
Board Oversight of Risk
Intuit's management is responsible for balancing risk and opportunity in support of Intuit's objectives. Management exercises this responsibility day to day through ongoing identification of risks related to significant business activities, implementation of risk mitigation activities and alignment of risk management to the Company's strategy. Intuit's Chief Risk Officer, who reports through to our General Counsel, facilitates the Enterprise Risk Management, or “ERM,” program as part of our strategic planning process. The ERM program helps identify the top risks for each business unit and for Intuit as a whole.
Our Board has responsibility for overseeing risk management for the Company. The Board exercises this oversight responsibility directly and through its committees, as follows:
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 and fraud.
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 for executives and employees generally. The Nominating and Governance Committee considers risks associated with corporate governance and overall board effectiveness, including recruiting appropriate Board members. The Acquisition Committee considers risks associated with Intuit’s merger and acquisition activities and the strategy and business models of acquisition candidates.
At each quarterly Board meeting, members of each committee provide a report to the full Board covering the committee’s risk oversight and other activities. The full Board receives an annual update from the Chief Risk Officer regarding the top enterprise-wide risks. The full Board also considers and provides oversight of specific strategic risks, including those relating to Intuit's business models and inorganic growth strategy. The Board also receives detailed reports at quarterly Board meetings from the Chief Executive Officer and the heads of our principal business units, which include discussions of the risks involved in their respective areas of responsibility. The senior management team also informs the Board routinely of developments that could affect our risk profile or other aspects of our business.
Compensation Risk Assessment
The Company conducted a review of its key compensation programs, policies and practices in conjunction with Frederic W. Cook & Co., Inc. (“FW Cook”), the Compensation and Organizational Development Committee’s independent compensation consultant, which prepared a report on the Company’s incentive programs.
The review included an analysis of the Company's short-term and long-term compensation programs, covering key program details, performance factors for each program, target award ranges, maximum funding levels, and plan administrative oversight and control requirements. Key program elements assessed relating to potential compensation risks were pay mix, performance metrics, performance goals and payout curves, payment timing and adjustments, severance packages, equity incentives and stock ownership requirements and trading policies.
Our analysis was reviewed with the Compensation and Organizational Development Committee at its October 16, 2012 meeting. The review and analysis did not identify any compensation programs, policies or practices that create risks that are reasonably likely to have a material adverse effect on the Company.
Our assessment noted the following factors that reduce the likelihood of excessive risk-taking:
Our overall compensation levels are competitive with the market.

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Our compensation programs provide an effective balance in (1) cash and equity mix, (2) annual incentives that are based in part on company-wide performance metrics that align with the Company's business plans and strategic objectives and in part on a qualitative evaluation of business unit and individual performance to mitigate any tendency for focus exclusively on the specific financial metrics under the plan, and (3) long-term incentives provided through a combination of stock options (generally vesting over three years with terms of seven years), time-based restricted stock units (“RSUs”) (generally vesting over three years), performance-based RSUs with vesting based on three-year operating income and revenue growth, and performance-based RSUs with vesting based on three-year relative total shareholder return.
The Company has adopted stock ownership guidelines for executive officers at the senior vice president level and above as well as non-employee directors. In January 2012, these guidelines were fixed at specified multiples of the salaries of our Named Executive Officers and retainers of our Board members.
The Company has an insider trading policy that prohibits officers from pledging shares, trading put or call options, short sales and hedging transactions involving the Company's securities.
The Company has implemented “clawback” provisions for performance-based equity awards.
Director Independence
Our Board currently includes six independent directors, all of whom are standing for election. To be considered independent under NASDAQ rules, a director may not be employed by Intuit or engage in certain types of business dealings with Intuit. In addition, as required by NASDAQ rules, the Board has made a determination as to each independent director that no relationship exists which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, the Board reviewed and discussed information provided by the directors and by Intuit with regard to each director’s business and personal activities as they relate to Intuit and Intuit’s management. Based on this review, the Board has determined that Mr. Brody, Ms. Greene, Mr. Kangas, Ms. Nora Johnson, Mr. Powell and Mr. Weiner are independent directors. The Board previously determined that David H. Batchelder and Michael R. Hallman, who each decided not to stand for re-election and served as directors until the date of the January 2012 Annual Meeting of Stockholders, were independent under the NASDAQ rules.
In assessing director independence under NASDAQ rules, the Nominating and Governance Committee and the full Board review relevant transactions, relationships and arrangements that may affect the independence of our Board members. Each of Mr. Powell, Mr. Kangas, Ms. Nora Johnson, Ms. Green and Mr. Weiner is or was during fiscal 2012 a director of companies with which Intuit conducts business in the ordinary course. Consistent with NASDAQ independence standards, Intuit did not make payments to, or receive payments from, any of these companies for property or services in the current or any of the last three fiscal years that exceed 5% of Intuit’s or any of the other parties’ consolidated gross revenues. Following review of these transactions, the Board determined that each of these directors was independent under NASDAQ rules.
Attendance at Board, Committee and Annual Stockholders Meetings
The Board expects that each director will prepare for, attend and participate in all Board and applicable committee meetings and that each Board member will see that other commitments do not materially interfere with his or her service on the Board. Directors generally may not serve on the boards of more than six public companies, including Intuit’s Board. Any director, who has a principal job change, including retirement, must offer to submit a letter of resignation to the Chairman of the Board. The Board, in consultation with the Nominating and Governance Committee, will review each offered resignation and determine whether or not to accept such resignation after consideration of the continued appropriateness of Board membership under the new circumstances.
During fiscal 2012, all directors attended at least 75% of the aggregate number of meetings of the Board and the committees on which he or she served. All of our current directors other than Scott Cook and Jeff Weiner, who was not a member of our Board at that time, attended the last Annual Meeting of Stockholders, held in January 2012. Under the Corporate Governance Principles, all directors are encouraged to attend the annual meetings of Intuit’s stockholders.

Board Committees and Charters
The Board currently has a standing Acquisition Committee, Audit and Risk Committee, Compensation and Organizational Development Committee, and Nominating and Governance Committee. The members of each committee are appointed by the Board based on recommendations of the Nominating and Governance Committee. Each member of these committees is an independent director as determined by the Board in accordance with NASDAQ listing standards and each member of the Audit and Risk Committee meets heightened independence criteria. Each committee has a charter and annually

14


reviews its charter and makes recommendations to our Board for revision of its charter to reflect evolving best practices. Copies of each charter can be found on our website at http://investors.intuit.com/charters.cfm. Current committee members are identified in the following table.

Director
 
Acquisition Committee
 
Audit and Risk Committee
 
Compensation and Organizational Development Committee
 
Nominating and Governance Committee
Christopher W. Brody
 
 
 
 
 
X
 
Chair
William V. Campbell
 
 
 
 
 
 
 
 
Scott D. Cook
 
 
 
 
 
 
 
 
Diane B. Greene
 
 
 
X
 
 
 
X
Edward A. Kangas
 
X
 
 
 
Chair
 
X
Suzanne Nora Johnson
 
Chair
 
X
 
 
 
 
Dennis D. Powell
 
X
 
Chair
 
 
 
 
Brad D. Smith
 
 
 
 
 
 
 
 
Jeff Weiner
 
 
 
 
 
X
 
 
Acquisition Committee
The Acquisition Committee reviews and approves acquisition, divestiture and investment transactions proposed by Intuit’s management in which the total consideration to be paid or received by Intuit is within certain limits that may be established by the Board from time to time.
In fiscal 2012, the Acquisition Committee held four meetings.
Audit and Risk Committee
The Audit and Risk Committee represents and assists the Board in its oversight of Intuit’s financial reporting, internal controls and audit functions, and is directly responsible for the selection, retention, compensation and oversight of the work of Intuit’s independent auditor.
Our Board has determined that each member of the Audit and Risk Committee is independent, as defined under applicable NASDAQ listing standards and SEC rules related to audit committee members, and is financially literate, as required by NASDAQ listing standards. All members of the Audit and Risk Committee have been determined by the Board to meet the qualifications of an “audit committee financial expert,” as defined by SEC rules, and to meet the qualifications of “financial sophistication” in accordance with NASDAQ listing standards. Stockholders should understand that these designations related to an Audit and Risk Committee member’s experience and understanding do not impose upon him or her any duties, obligations or liabilities greater than those generally imposed on other members of the Board.
In fiscal 2012, the Audit and Risk Committee held 12 meetings. The Audit and Risk Committee held closed sessions with our independent auditors, Ernst & Young LLP, present in 12 of these meetings. The responsibilities and activities of the Audit and Risk Committee are described in greater detail in “Audit and Risk Committee Report” beginning on page 57.
Compensation and Organizational Development Committee
The Compensation and Organizational Development Committee (the “Compensation Committee”) assists the Board in the review and approval of executive compensation and the oversight of organizational and management development for executive officers and other employees of Intuit. The Compensation Committee periodically reviews Intuit's key management from the perspectives of leadership development, organizational development and succession planning through Intuit's High Performance Organization Review. As part of this process, the Compensation Committee also meets with key senior executives. The systemic assessment of Intuit's organization and talent planning helped the Compensation Committee to evaluate Intuit's effort at hiring, developing and retaining executives, with the goal of creating and growing Intuit's “bench strength” at the most senior executive levels.
Each member of this committee is independent under NASDAQ listing standards and is a “Non-Employee Director,” as defined in Rule 16(b)-3 under the Securities Exchange Act of 1934, as amended. The Compensation Committee met seven times in fiscal 2012. The Compensation Committee held a portion of each meeting in closed session, with only the Compensation Committee members and, on certain occasions, William Campbell, the Chairman of the Board, present. For more information on the responsibilities and activities of the Compensation Committee, including the committee’s processes

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for determining executive compensation, see the “Compensation and Organizational Development Committee Report” on page 24 and “Compensation Discussion and Analysis” beginning on page 25, including in particular, the discussion of the “Role of Compensation Consultants, Executive Officers and the Board in Compensation Determinations” beginning on page 40.
The Compensation Committee is also responsible for reviewing the compensation for non-employee directors on an annual basis and making recommendations to the Board, in the event the Committee determines changes are needed.
Nominating and Governance Committee
The Nominating and Governance Committee reviews and makes recommendations to the Board regarding Board composition and appropriate governance standards. Our Board has determined that each member of the Nominating and Governance Committee is independent, as defined under applicable NASDAQ listing standards. The Nominating and Governance Committee held four meetings in fiscal 2012.
The Nominating and Governance Committee has adopted a process to identify and evaluate candidates for director, whether recommended by management, Board members, or stockholders (if made in accordance with the procedures set forth under “Stockholder Recommendations of Director Candidates” on page 21). The Committee's policy is to evaluate candidates properly recommended by stockholders in the same manner as candidates recommended by others.
Qualifications of Directors
The Nominating and Governance Committee believes that all nominees for Board membership should possess the highest ethics, integrity and values and be committed to representing the long-term interests of Intuit’s stockholders. In addition, nominees should have broad, high-level experience in business, government, education, technology or public interest. They should also have sufficient time to carry out their duties as directors of Intuit and have an inquisitive and objective perspective, practical wisdom and mature judgment. The Committee will also consider additional factors — such as independence, diversity, expertise and specific skills, and other qualities that may contribute to the Board’s overall effectiveness — when evaluating candidates for director. Intuit may also engage third-party search firms to provide assistance in identifying and evaluating Board candidates. Jeff Weiner, who was appointed to our Board in April 2012, was identified as a candidate for membership on our Board by a third party search firm.
Consideration of director candidates typically involves a series of discussions and a review of available information concerning the candidate, the existing composition of the Board and other factors the Committee deems relevant. In conducting its review and evaluation, the Committee may solicit the views of management, other Board members and other individuals it believes may have insight into a candidate.
In considering diversity in the selection of nominees, the Nominating and Governance Committee looks for individuals with varied professional experience, background, knowledge, skills and viewpoints in order to achieve and maintain a group of directors that, as a whole, provides effective oversight of the management of the Company. Although our nomination policy does not prescribe specific standards for diversity, the Board and the Nominating and Governance Committee do look for nominees with a diverse set of skills that will complement the existing skills and experience of our directors and provide an overall balance of diversity of perspectives, backgrounds and experiences. The Nominating and Governance Committee assesses its effectiveness in this regard as part of its annual evaluation process. Our Board is currently composed of a group of leaders with broad and diverse experience in many fields, including: management of large global enterprises; technology and innovation leadership; consumer products and services; healthcare; financial services; social networking; legal and compliance; executive compensation; and corporate governance. Our Board members have acquired these diverse skills through their accomplished careers and their service as directors of a wide range of other public and private companies.
Compensation Committee Interlocks and Insider Participation
None of Messrs. Batchelder, Hallman, Kangas, Brody or Weiner, each of whom served on the Compensation Committee during fiscal year 2012, has at any time been one of our executive officers or employees. No executive officer of Intuit during fiscal 2012 served, or currently serves, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on Intuit’s Board or Intuit’s Compensation Committee.

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DIRECTOR COMPENSATION
Overview

Our director compensation programs are designed to provide an appropriate incentive to attract and retain qualified non-employee board members. The Compensation Committee is responsible for reviewing the equity and cash compensation for directors on an annual basis and making recommendations to the Board, in the event the Compensation Committee determines changes are needed. On October 19, 2011, the Board approved a new compensation program for our non-employee directors and Chairman of the Board, as discussed under “Annual Retainer and Equity Compensation Program for Non-Employee Directors (after January 19, 2012)” beginning on page 20. The following table summarizes the fiscal 2012 compensation earned by each member of the Board other than Mr. Smith, whose compensation is described under “Executive Compensation” beginning on page 42.
Director Summary Compensation Table

Director Name
 
Fees Earned or Paid in Cash ($)
 
Stock Awards ($)(1)
 
All Other Compensation ($)
 
Total ($)
David H. Batchelder (2)
 
15,000

 
 

 
 

 
 
15,000

Christopher W. Brody
 
90,625

 
 
257,939

 
 

 
 
348,564

William V. Campbell
 
214,615

(3)
 
257,939

 
 
1,000

(4)
 
473,554

Scott D. Cook
 

 
 

 
 
803,714

(5)
 
803,714

Diane B. Greene
 
77,500

 
 
257,939

 
 

 
 
335,439

Michael R. Hallman (2)
 
13,750

 
 

 
 

 
 
13,750

Edward A. Kangas
 
103,125

 
 
257,939

 
 

 
 
361,064

Suzanne Nora Johnson
 
95,625

 
 
257,939

 
 

 
 
353,564

Dennis D. Powell
 
110,625

 
 
257,939

 
 

 
 
368,564

Jeff Weiner
 
52,372

(6)
 
288,512

 
 

 
 
340,884

_______________________________________
(1)
These amounts represent the aggregate grant date fair value of restricted stock units (“RSUs”) granted during fiscal 2012, 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 2012” and “Outstanding Equity Awards for Directors at Fiscal Year-End 2012 (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)
As disclosed in the proxy statement for our January 19, 2012 Annual Meeting of Stockholders, Mr. Batchelder and Mr. Hallman did not stand for re-election to our Board at that meeting.
(3)
This amount represents a stipend paid to Mr. Campbell for his role as a member and Non-Executive Chairman of the Board and reflects the revised compensation program adopted by the Board, which became effective in January 2012.
(4)
This amount represents a charitable contribution match made by Intuit during fiscal 2012 under its charitable contribution matching program, which is available to all Intuit employees.
(5)
Mr. Cook’s compensation represents an annual salary of $500,000; an incentive bonus of $300,000 awarded for service in fiscal 2012; and premiums for Intuit’s Executive Long-Term Disability Plan of $3,714. Mr. Cook did not receive any equity awards from Intuit during fiscal 2012.
(6)
Mr. Weiner has elected to receive fees due him for service on the Board in RSUs in accordance with Intuit's Director Compensation Program. Please see the “Equity Grants to Directors During Fiscal Year 2012” table for more information.


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Equity Grants to Directors During Fiscal Year 2012
The following table shows each RSU grant made to each of our directors, other than Mr. Smith, during fiscal 2012, including the grant date, number of shares, and grant date fair value. Neither David H. Batchelder nor Michael R. Hallman, who each served as directors until the date of the January 2012 Annual Meeting of Stockholders, received any equity grants during fiscal 2012.
 
 
Stock Awards
Director Name
 
Grant Date
 
Shares Subject to Award (#)
 
Grant Date Fair Value ($)(1)
Christopher W. Brody
 
1/20/2012
 
4,554

(2)
257,939

 
 
 
 
 
 
 
William V. Campbell
 
1/20/2012
 
4,554

(3)
257,939

 
 
 
 
 
 
 
Diane B. Greene
 
1/20/2012
 
4,554

(2)
257,939

 
 
 
 
 
 
 
Edward A. Kangas
 
1/20/2012
 
4,554

(2)
257,939

 
 
 
 
 
 
 
Suzanne Nora Johnson
 
1/20/2012
 
4,554

(2)
257,939

 
 
 
 
 
 
 
Dennis D. Powell
 
1/20/2012
 
4,554

(2)
257,939

 
 
 
 
 
 
 
Jeff Weiner
 
4/27/2012
 
1,293

(4)
73,804

 
 
4/27/2012
 
3,736

(5)
214,708

 
 
4/27/2012
 
905

(6)
52,372

 
 

 
5,934

 
340,884


_______________________________________

(1)
These amounts represent the aggregate grant date fair value of these awards computed in accordance with FASB ASC Topic 718 assuming no forfeitures. Since the RSUs granted in the table above are not entitled to dividends, the grant date fair value of these awards was calculated using the closing market price of Intuit’s common stock on the date of grant adjusted downward for the present value of the dividends expected to be paid on the shares during the vesting period.
(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, 2013.
(3)
Annual Chairman of the Board grant which, subject to the director's continued service, vests as to 100% of the shares on January 1, 2013.
(4)
New Board Member grant which, subject to the director's continued service, vests as to 50% of the shares on April 1, 2013 and 50% of the shares on April 1, 2014.
(5)
Prorated Annual Non-Employee Board Member grant which, subject to the director's continued service, vests as to 100% of the shares on April 1, 2013.
(6)
Conversion Grant (described below under “Annual Retainer and Equity Compensation Program for Non-Employee Directors (after January 19, 2012)”) for shares equivalent in fair value on the date of grant to the prorated annual Non-Employee Board Member cash retainer. This grant vested as to 258 shares on April 27, 2012, 323 shares on July 25, 2012, and 324 shares on October 17, 2012.

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Outstanding Equity Awards for Directors at Fiscal Year-End 2012 (Exercisable and Unexercisable)
The following table provides information on the outstanding equity awards held by our directors, other than Mr. Smith, as of July 31, 2012.

 
 
Aggregate Shares
Subject to Outstanding
Director Name
 
Stock
Awards (#)
 
Option
Awards (#)
Christopher W. Brody
 
9,215

(1)
240,000

William V. Campbell
 
6,408

 

Scott D. Cook
 

 

Diane B. Greene
 
10,699

(2)
165,000

Edward A. Kangas
 
11,677

(3)
142,500

Suzanne Nora Johnson
 
6,408

 
150,000

Dennis D. Powell
 
6,408

 
80,000

Jeff Weiner
 
5,934

(4)

_______________________________________

(1) Includes 2,807 vested RSUs for which Mr. Brody has elected to defer settlement.
(2) Includes 4,291 vested RSUs for which Ms. Greene has elected to defer settlement.
(3) Includes 5,269 vested RSUs for which Mr. Kangas has elected to defer settlement.
(4) Includes 258 vested RSUs for which Mr. Weiner has elected to defer settlement.

Annual Retainer and Equity Compensation Programs for Non-Employee Directors (through January 19, 2012)

Annual Retainers for Non-Employee Directors (through January 19, 2012)

From August 1, 2011 until the time of the 2012 Annual Meeting of Stockholders on January 19, 2012, non-employee directors were paid an annual cash retainer of $30,000, plus additional cash retainers based on their committee service. These annual retainers were paid in quarterly installments and the cash retainers for committee service were paid in the following amounts: Audit and Risk Committee Chair ($30,000), Non-Chair Audit and Risk Committee Members ($15,000), Acquisition Committee Members ($15,000), Compensation and Organizational Development Committee Members ($15,000) and Nominating and Governance Committee Members ($10,000). We reimbursed non-employee directors for out-of-pocket expenses incurred in connection with attending Board and committee meetings.

The Company also paid the Chairman of the Board an annual cash stipend of $180,000 in lieu of participation in the non-employee director cash compensation program (described above).

Director Equity Compensation Program (through January 19, 2012)

In fiscal 2011, the Board approved an amended director equity compensation program, which was effective for grants to non-employee directors and the Chairman of the Board made from January 19, 2011 until the time of the 2012 Annual Meeting on January 19, 2012. These awards were made in the form of a fixed dollar value of RSUs in the following amounts: new Board members ($250,000 on date of joining Board), continuing Board members ($175,000 annually), Committee members ($57,500 annually), and Board-designated Committee chairs ($17,500 annually). The Chairman of the Board received the Continuing Board member annual grant and an additional RSU grant with a fixed dollar value of $115,000.

Because the formula for the awards was based on a fixed dollar amount, the number of RSUs awarded annually to non-employee directors and the Chairman of the Board varied, depending on the closing market price of Intuit's common stock on the date of grant. The annual grants were awarded on the first business day after each Annual Meeting of Stockholders. Initial Board and committee awards were pro-rated based on the number of full months the director would serve (assuming continuous service) between the grant date and the next vesting date. If the director elected, settlement of the awards could be deferred for up to five years. A director could receive committee grants for a maximum of two committees. Subject to the director's continued service, vesting of these RSUs occurred on the first day of the twelfth month following the date of grant.

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For example, for grants made in January 2011, the first vesting date would occur on January 1, 2012. Initial Board grants vest in four equal installments over four years, annual Board and Chairman grants vest in two equal installments over two years and committee grants vest in one year. If any grant has been pro-rated as described above, the number of shares that vest on the first vesting date (but not any other vesting date) are correspondingly pro-rated.

Annual Retainer and Equity Compensation Program for Non-Employee Directors (after January 19, 2012)

Annual Retainers for Non-Employee Directors (after January 19, 2012)
In October 2011, based on information presented by the Company's compensation consultant, FW Cook, which included a review of best practices and benchmarking the Company's prior compensation program for non-employee directors against the programs of its compensation peers, the Board approved a new compensation program for our non-employee directors and the Chairman of the Board, which became effective on January 19, 2012, the date of the 2012 Annual Meeting of Stockholders. Non-employee directors are paid annual cash retainers for Board membership, plus additional cash retainers for their committee service in the amounts indicated in the following table:
Position
 
Annual Amount ($)
Non-Employee Board Member
 
60,000

Audit and Risk Committee Chair
 
47,500

Acquisition Committee and Compensation and Organizational Development Committee Chairs
 
32,500

Nominating and Governance Committee Chair
 
27,500

Non-Chair Members of each of Audit and Risk Committee, Acquisition Committee and Compensation and Organizational Development Committee
 
15,000

Non-Chair Members of the Nominating and Governance Committee
 
10,000


These annual retainers are paid in quarterly installments and are pro-rated for any changes to a committee that occurs during any quarter. Directors may elect to defer cash retainers into additional tax-deferred Intuit stock units by making an irrevocable written election prior to the start of each calendar year. Such tax-deferred stock units, known as Conversion Grants, vest in four installments, commencing on the grant date (which is the first business day following the Company's annual meeting of stockholders) and quarterly thereafter, and will be distributable at the earlier of (i) five years from the date of grant, (ii) separation from the Board, or (iii) a change of control of Intuit. We reimburse non-employee directors for out-of-pocket expenses incurred in connection with attending Board and committee meetings.

The Company pays the Chairman of the Board an annual cash stipend of $240,000 in lieu of participation in the non-employee director cash compensation program (described above).

Director Equity Compensation Program (after January 19, 2012)

As part of the new compensation program approved in October 2011, the Board also approved a new director equity compensation program, which became effective on January 19, 2012. Grants are made to non-employee directors and the Chairman of the Board in the form of a fixed dollar value of RSUs in the following amounts:
Board Position
 
Fixed Amount of Award ($)
Non-Employee Board Member and Chairman (annual grant)
 
260,000

New Board Member (additional grant upon joining Board)
 
75,000


Because the formula is based on a fixed dollar amount, the number of RSUs awarded annually to non-employee directors and the Chairman of the Board may vary, depending on the closing market price of Intuit's common stock on the date of grant. The annual grants will be awarded on the day following each Annual Meeting of Stockholders. For a new Board Member, the annual grant will be prorated based on the number of full months of expected service until the next Annual Meeting of Stockholders. Subject to the director's continued service, vesting of the annual RSU grants will occur on the first day of the twelfth month following the date of grant. For example, for grants made in January 2012, the vesting date would occur on January 1, 2013. A new Board Member's additional grant will vest in two equal installments over two years. Once RSUs vest,

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settlement of the awards must be deferred until the earlier of (i) five years from the date of grant, (ii) separation from the Board, or (iii) a change of control of Intuit. Directors may defer settlement of their RSUs for a longer period of time at their option.
Board Members receive dividend equivalent rights in conjunction with RSU awards granted in July 2012 and thereafter. RSUs accrue dividends, which will be paid when the shares are issued.

Director Stock Ownership Requirement
    
Each director is required to hold shares of Intuit common stock with an aggregate value of five times the amount of the annual Board member retainer, which value will be measured as of July 31st of each year. Unvested RSUs and deferred RSUs held by a Board member are counted as shares when determining the number of shares owned. Directors must comply with the new guidelines within five years after the date the director joins the Board, or July 2016, whichever is later. If any director does not meet the stock ownership requirement within the designated time frame, 50% of his or her annual cash retainers will be made in the form of Intuit stock until compliance is achieved. As of October 31, 2012, each of the current directors is in compliance with this stock ownership requirement. The current director stock ownership requirements are described in the “Compensation Discussion and Analysis” of this proxy statement starting on page 25.


STOCKHOLDER MATTERS
Stockholder Communications with the Board
The Nominating and Governance Committee is responsible for receiving stockholder communications on behalf of the Board. Any stockholder may send communications by mail to the Board or individual directors c/o Corporate Secretary, Intuit Inc., P.O. Box 7850, Mail Stop 2700, Mountain View, California 94039-7850 or via our website at http://investors.intuit.com/contactBoard.cfm. The Board has instructed the Corporate Secretary to review this correspondence and determine, in his or her discretion, whether matters submitted are appropriate for Board consideration. The Corporate Secretary may also forward certain communications elsewhere in the Company for review and possible response. In particular, communications such as product or commercial inquiries or complaints, job inquiries, surveys and business solicitations or advertisements or patently offensive or otherwise inappropriate material will not be forwarded to the Board.
Stockholder Recommendations of Director Candidates
As discussed above, our Nominating and Governance Committee will consider director candidates recommended by a stockholder. A stockholder seeking to recommend a candidate for the committee’s consideration should submit the candidate’s name and qualifications to: Nominating and Governance Committee, c/o Corporate Secretary, Intuit Inc., P.O. Box 7850, Mail Stop 2700, Mountain View, California 94039-7850 or via our website at http://investors.intuit.com/contactBoard.cfm. You may find a copy of a document entitled “Process of Identifying and Evaluating Nominees for Director” on our website http://investors.intuit.com/charters.cfm.
Stockholder Proposals and Nominations for the 2014 Annual Meeting of Stockholders
Any stockholder who intends to present a proposal for inclusion in Intuit’s 2014 proxy statement and form of proxy must submit the proposal, in writing, so that the Corporate Secretary receives it at our principal executive offices by July 30, 2013. Any stockholder who wishes to bring a proposal or nominate a person for election to the Board at the 2014 Annual Meeting of Stockholders that is not intended for inclusion in the Intuit’s 2014 proxy statement must provide written notice of the proposal or nomination to Intuit’s Corporate Secretary, at our principal executive offices, between October 4, 2013 and November 3, 2013. In addition, our stockholders must comply with the procedural requirements in our bylaws, which stockholders can obtain from us upon request. Our bylaws are also on file with the SEC.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Security Ownership Table
The following table shows shares of Intuit’s common stock that we believe are owned as of October 31, 2012 by:
Each Named Executive Officer (defined on page 25),
Each director and nominee,
All current directors, nominees and executive officers as a group, and
Each stockholder beneficially owning more than 5% of our common stock.
Unless indicated in the notes, each stockholder has sole voting and investment power for all shares shown, subject to community property laws that may apply to create shared voting and investment power. Unless indicated in the notes, the address of each beneficial owner is c/o Intuit Inc., P.O. Box 7850, Mountain View, California 94039-7850.
We calculated the “Percent of Class” based on 296,283,251 shares of common stock outstanding on October 31, 2012. In accordance with SEC regulations, we also include (1) shares subject to options that are currently exercisable or will become exercisable within 60 days of October 31, 2012, and (2) shares issuable upon settlement of RSUs that are vested but unreleased, or will become vested within 60 days of October 31, 2012. Those shares are deemed to be outstanding and beneficially owned by the person holding such option or RSU for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person.
Name of Beneficial Owner
 
Amount and Nature of Beneficial Ownership (#)
 
Percent of Class (%)
Directors and Executive Officers:
 
 

 
 

Scott D. Cook(1)
 
14,381,868

 
4.85
%
Brad D. Smith(2)
 
707,417

 
*

R. Neil Williams(3)
 
173,503

 
*

Kiran M. Patel(4)
 
170,475

 
*

Laura A. Fennell(5)
 
148,629

 
*

Daniel R. Maurer(6)
 
193,977

 
*

Christopher W. Brody(7)
 
414,202

 
*

William V. Campbell
 
83,019

 
*

Diane B. Greene(8)
 
178,039

 
*

Edward A. Kangas(9)
 
147,769

 
*

Suzanne Nora Johnson(10)
 
163,883

 
*

Dennis D. Powell(11)
 
94,832

 
*

Jeff Weiner(12)
 
905

 
*

All current directors and executive officers as a group (14 people)(13)
 
16,916,088

 
5.67
%
Other 5% Stockholders:
 
 

 
 

FMR LLC (Fidelity)(14)
 
22,617,101

 
7.63
%
PRIMECAP Management Company(15)
 
21,920,574

 
7.40
%
BlackRock, Inc.(16)
 
16,397,976

 
5.53
%

_______________________________________
 
Indicates ownership of 1% or less.
(1)
Represents 14,381,868 shares held by trusts, of which Mr. Cook is a trustee.
(2)
Includes 529,944 shares issuable upon exercise of options and upon settlement of vested restricted stock units held by Mr. Smith and 84,918 shares held by a family trust, of which Mr. Smith is a trustee.

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(3)
Includes 168,955 shares issuable upon exercise of options and upon settlement of vested restricted stock units held by Mr. Williams.
(4)
Includes 112,848 shares issuable upon exercise of options and upon settlement of vested restricted stock units held by Mr. Patel.
(5)
Includes 146,739 shares issuable upon exercise of options and upon settlement of vested restricted stock units held by Ms. Fennell.
(6)
Includes 174,332 shares issuable upon exercise of options and upon settlement of vested restricted stock units held by Mr. Maurer.
(7)
Includes 202,807 shares issuable upon exercise of options and upon settlement of vested restricted stock units held by Mr. Brody.
(8)
Includes 169,291 shares issuable upon exercise of options and upon settlement of vested restricted stock units held by Ms. Greene.
(9)
Represents 147,769 shares issuable upon exercise of options and upon settlement of vested restricted stock units held by Mr. Kangas.
(10)
Includes 150,000 shares issuable upon exercise of options and upon settlement of vested restricted stock units held by Ms. Nora Johnson.
(11)
Includes 80,000 shares issuable upon exercise of options and upon settlement of vested restricted stock units held by Mr. Powell.
(12)
Represents 905 shares issuable upon settlement of vested restricted stock units held by Mr. Weiner.
(13)
Includes 1,938,723 shares issuable upon exercise of options and upon settlement of vested restricted stock units. Represents shares and options held by the individuals described in Notes 1 through 14, plus an additional 2,437 outstanding shares and 55,133 shares issuable upon exercise of options and upon settlement of vested restricted stock units held by other executive officers.
(14)
Ownership information for FMR LLC (“FMR”) is based on a Schedule 13G filed with the SEC by FMR, reporting ownership as of December 31, 2011. FMR reported sole voting power as to 782,744 shares and sole dispositive power as to 22,617,101 shares. The address of FMR is 82 Devonshire Street, Boston, Massachusetts 02109.
(15)
Ownership information for PRIMECAP Management Company (“PRIMECAP”) is based on a Schedule 13G filed with the SEC by PRIMECAP, reporting ownership as of December 31, 2011. PRIMECAP reported sole voting power as to 5,822,199 shares and sole dispositive power as to 21,920,574 shares. The address of PRIMECAP is 225 South Lake Avenue #400, Pasadena, California 91101.
(16)
Ownership information for BlackRock, Inc. (“BlackRock”) is based on a Schedule 13G filed with the SEC by BlackRock, reporting ownership as of December 30, 2011. BlackRock reported sole voting power and sole dispositive power as to 16,397,976 shares. The address of BlackRock is 40 East 52nd Street, New York, New York 10022.

Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires Intuit’s directors and executive officers, and greater-than-10% stockholders to file forms with the SEC to report their ownership of Intuit shares and any changes in ownership. Anyone required to file forms with the SEC must also send copies of the forms to Intuit. We have reviewed all forms provided to us. Based on that review and on written information given to us by our executive officers and directors, we believe that all Section 16(a) filing requirements were met during fiscal 2012.

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EQUITY COMPENSATION PLAN INFORMATION
The following table sets forth certain information, as of July 31, 2012, concerning securities authorized for issuance under all of Intuit’s equity compensation plans.

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
 
26,605,421

(2)
 
38.34

 
 
26,509,124

(4)
Equity compensation plans not approved by security holders
 
1,062,657

(3)
 
7.32

 
 

 
Total
 
27,668,078

 
 
37.49

 
 
26,509,124

 

_______________________________________
(1)
RSUs have been excluded for purposes of computing weighted average exercise prices.
(2)
Represents 17,567,779 shares issuable upon exercise of options and 9,037,642 shares issuable upon vesting of RSU awards, which are settled for shares of Intuit common stock on a one-for-one basis.
(3)
Represents 493,115 shares issuable upon exercise of options and 569,542 shares issuable upon vesting of RSU awards which were assumed in connection with corporate acquisitions.
(4)
Represents 21,759,936 shares available for issuance under our 2005 Equity Incentive Plan and 4,749,188 shares available for issuance under our Employee Stock Purchase Plan.


COMPENSATION AND ORGANIZATIONAL DEVELOPMENT COMMITTEE REPORT
Set out below is the Compensation Discussion and Analysis, which is a discussion of Intuit’s executive compensation programs and policies written from the perspective of how we and management view and use such policies and programs. We strive to see that Intuit’s compensation programs are fiscally responsible, market responsive and performance based. Guided by these principles, we regularly review and monitor senior management’s compensation, as well as their potential for larger leadership roles, to produce the greatest value for Intuit’s three stakeholders — employees, customers and stockholders. To this end, the Compensation and Organizational Development Committee has reviewed the components of compensation paid to each of Intuit’s officers for fiscal 2012, including annual base salary, target incentive bonus and equity compensation.
Given our role in providing guidance on program design, administering those programs and policies, and in making specific compensation decisions for senior executives, the Compensation and Organizational Development Committee participated in the preparation of the “Compensation Discussion and Analysis" and reviewed and discussed the “Compensation Discussion and Analysis” with management. Based on the review and discussions, we recommended to the Board that the "Compensation Discussion and Analysis” be included in this proxy statement.
COMPENSATION AND ORGANIZATIONAL
DEVELOPMENT COMMITTEE MEMBERS
Edward A. Kangas (Chair)
Christopher W. Brody
Jeff Weiner


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COMPENSATION DISCUSSION AND ANALYSIS
The Compensation and Organizational Development Committee (the “Compensation Committee”) oversees Intuit’s compensation plans and policies, approves compensation of our executive officers and administers our stock compensation plans. This Compensation Discussion and Analysis (“CD&A”) contains a discussion and analysis of compensation approved by the Compensation Committee and paid for fiscal 2012 to the executive officers named below (the “Named Executive Officers”) and included in the “Summary Compensation Table” on page 42:
Brad D. Smith, President and Chief Executive Officer
R. Neil Williams, Senior Vice President and Chief Financial Officer
Kiran M. Patel, Executive Vice President and General Manager, Small Business Group
Laura A. Fennell, Senior Vice President, General Counsel and Corporate Secretary
Daniel R. Maurer, Senior Vice President and General Manager, Consumer Group
Executive Summary
Intuit is strongly committed to pay for performance. To that end, our executive compensation programs are designed to reward both short- and long-term profitable growth. Our short-term performance-based compensation is in the form of annual cash bonuses, which are based upon achievement of annual corporate operating goals and individual performance. Our long-term compensation program is primarily in the form of performance-based restricted stock units whose vesting is tied to the achievement of three-year corporate operating performance goals and three-year relative total shareholder return (TSR) compared with a peer group of similar companies.
In fiscal 2012, Intuit delivered strong financial results, achieving revenue growth of 10%, non-GAAP operating income growth of 10% and non-GAAP EPS growth of 16%. Appendix A to this proxy statement includes a reconciliation of non-GAAP operating income and non-GAAP EPS to the most comparable GAAP financial measures. Intuit and its management delivered these strong results in an environment of continued economic uncertainty and a sluggish recovery of the U.S. economy. Over the past one-year and three-year periods, these revenue and operating income results have placed Intuit's operating performance between the median and 75th percentile of its compensation peer group, and Intuit's annualized TSR has also been between the median and 75th percentile of its compensation peer group.
The following highlights illustrate that Intuit continued to demonstrate excellent execution against its three-point strategy of building growth in its core businesses, building adjacent businesses and entering new geographies, and accelerating the transition to connected services:
Revenue for our Small Business Group increased 14% for the year, with customer growth for each of QuickBooks Online, Online Payroll and payments of 28%, 19% and 13%, respectively. Our Consumer Tax business, which includes our TurboTax online and desktop offerings, delivered 11% revenue growth for fiscal 2012. In addition, the Company improved customer satisfaction scores in most of our businesses.
While achieving strong revenue growth in these core businesses, Intuit also intensified and refined its focus on building adjacent businesses through acquisitions such as Demandforce, which offers an innovative software-as-a-service solution that is well aligned with our connected services strategy.
Intuit also continued to accelerate its transition to connected services, with connected services representing 64% of Intuit's revenue in fiscal 2012, up from 50% just five years ago.
In addition to strong financial and strategic growth, Intuit's employee engagement scores achieved best-in-class levels, and the Company moved up 25 places to number 19 in Fortune's “Top 100 Places to Work” survey.
In July 2012, which was the last month of our fiscal 2012, Intuit entered into an agreement to sell its Intuit Websites business, and the transaction closed in fiscal 2013 on September 17, 2012. The Compensation Committee's decisions regarding compensation of our Named Executive Officers were made prior to the sale of the Intuit Websites business, and the Committee believes it is appropriate to include Intuit Websites in its measurement of the Company's performance for fiscal year 2012, as the agreement to sell was not entered into until the end of the fiscal year. The Committee believes this approach is appropriate as the intent of the bonus program is to reward operating performance, and the Company operated Intuit Websites for the entirety of fiscal 2012. This measure of Company performance upon which the Committee based its fiscal year 2012 bonus decisions varies from that reported in our fiscal year 2012 financial statements due primarily to the reclassification of Intuit Websites as discontinued operations for accounting purposes.

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Because Intuit was able to deliver these strong results for shareholders, customers and employees, the Compensation Committee determined that our Named Executive Officers would earn cash bonuses, equity grants and salary increases. In particular, in recognition of the strength of the Company's results and each Named Executive Officer's individual performance, the Named Executive Officers received total annual cash bonuses in the range of 96% to 130% of target, as further discussed in this CD&A. While Intuit's performance during fiscal 2012 was strong, its revenue and operating income growth rates were not as robust as those in fiscal year 2011. In recognition of this, the total cash compensation of each of our Named Executive Officers decreased from fiscal 2011 to fiscal 2012.
Compensation Practices
Intuit employs a number of practices that reflect our pay-for-performance compensation philosophy and are intended to work together to provide total compensation that is reasonable, competitive and related to both Intuit's performance and the individual performance of employees, including executive officers:
The majority of our officer compensation is in the form of performance-based incentives, and more than 50% of those incentives are in the form of performance-based RSUs, which use a variety of measures, including performance versus three-year operating goals that reflect our strategic plan and relative TSR compared to a peer group;
We do not provide special retirement benefits designed solely for executive officers;
We do not provide any excise tax “gross-up” payments in the event that a severance payment is considered an excess parachute payment under U.S. tax laws;
We do not provide perquisites or other executive benefits based solely on rank;
We have implemented “clawback” provisions for performance-based equity awards; and
We have implemented 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 his base salary.
2012 “Say on Pay” Advisory Vote on Executive Compensation
Intuit has provided stockholders with an advisory vote on executive compensation in each of the last two years. At our 2012 Annual Meeting of Stockholders, approximately 93% of the votes cast in the “say on pay” advisory vote were “FOR” approval of our executive compensation. The Compensation Committee evaluated the results of the 2012 advisory vote together with the other factors and data discussed in the Compensation Discussion and Analysis in determining executive compensation policies and decisions. The Committee believes that the outcome of our say on pay vote reflects our stockholders' support of our compensation approach and did not make any material changes to our fiscal 2012 executive compensation policies and decisions as a result of the 2012 advisory vote. We value the opinions of our stockholders and will continue to consider the outcome of future say on pay votes when designing our compensation programs and policies and making compensation decisions for our Named Executive Officers.
In addition to the advisory vote on executive compensation, at our 2012 Annual Meeting our stockholders voted on the frequency of future stockholder advisory votes on executive compensation. Consistent with the recommendation of our Board of Directors, an annual frequency received the highest number of votes cast, as well as a majority of the votes cast. Based on these results, our Board of Directors determined that we will hold our say on pay votes on an annual basis until the next vote on the frequency of advisory votes, unless the Board of Directors modifies its policy prior to that time. We expect to hold the next vote on the frequency of advisory votes on executive compensation at our 2018 annual meeting.
Compensation Philosophy and Objectives
In setting policies and practices regarding compensation, the guiding philosophy of the Compensation Committee is to establish a compensation program that is designed to:
compensate our executives based on both overall Company performance and individual employee performance;
help achieve our corporate growth strategy;
acquire, retain and motivate talented executives with proven experience; and

26


have a greater portion of Named Executive Officer pay tied to short- and long-term incentive programs than most other Intuit employees, because they lead our key business units or functions and thus have the ability to directly influence overall company performance.
Our key measures of Company and individual performance are discussed in more detail below.
The Compensation Committee believes that a mix of both cash and equity incentives is appropriate, as annual cash incentives reward executives for near term results, while equity incentives motivate executives to increase stockholder value over the longer term. In determining the amount of the cash and equity incentives, the Compensation Committee considers each officer’s total compensation on both a short- and long-term basis to assess the retention and incentive value of his or her overall compensation.
We manage equity compensation to provide competitive rewards that are commensurate with results delivered, while limiting dilution to stockholders. Our equity compensation includes stock options, time-based RSUs and performance-based RSUs. The majority of RSUs granted to senior executives vest only upon achievement of designated financial targets after three years, or upon achieving a specified shareholder return relative to similar companies during a three-year performance period. Stock options provide value to our executives only if Intuit’s stock price increases following the date of grant.
The Compensation Committee conducts its annual review process near the end of each fiscal year to determine each executive’s cash bonus, equity awards, including options and RSUs, and any adjustments to base salary. The purpose of this timing is to allow officer compensation awards to align with the Company's financial results for the fiscal year.
Specific Elements of Compensation
Compensation for all Named Executive Officers is a mix of the principal components summarized in the following table and described in greater detail below.

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
(time-based vesting)
 
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
(time-based vesting)
 
Retain executives and provide alignment with shareholders' interests during the vesting term
Restricted Stock Units
(3-year performance goals)
 
Retain executives and reward achievement of 3-year revenue and operating income goals that align with the Company's strategic plan
Restricted Stock Units
(3-year relative Total Shareholder Return)
 
Retain executives and reward them for performance of Intuit’s 3-year stockholder return relative to similar alternative investments
Base Salary
Intuit provides base salaries to all of its employees, including the Named Executive Officers, to provide them the security of a fixed cash payment for services rendered. In July 2012, the Compensation Committee reviewed the base salaries of our Named Executive Officers in the context of the compensation information provided by FW Cook, the Compensation Committee’s independent compensation consultant, to determine whether the base salaries of any of our Named Executive Officers should be increased to remain competitive with our compensation peer group and to ensure those salaries reflect each executive's roles and responsibilities, as further described under “Use of Competitive Data” on page 38.
Mr. Smith's Salary.  In July 2011, the Compensation Committee set Mr. Smith's salary for fiscal 2012 at $975,000, an increase of 2.6% over the prior year. The Compensation Committee felt this increase was appropriate in light of Mr. Smith's outstanding performance, his experience in the role and the analysis of FW Cook regarding the salaries of CEOs in Intuit's peer group. During fiscal year 2012, his target bonus was 130% of salary. Combined with salary, this compensation placed him at the median of other compensation peer group CEOs at the time it was set. In July 2012, the Compensation Committee decided to increase Mr. Smith's base salary by 2.6% to $1,000,000 for fiscal year 2013, in light of Mr. Smith's continued outstanding

27


performance and his experience in the role. The Committee also increased his fiscal 2013 target bonus to 140% of salary in order to tie a greater percentage of his cash compensation to performance.
Mr. Williams' Salary.  For fiscal 2012, Mr. Williams' salary was $675,000, an increase of 8% over fiscal 2011, in recognition of Mr. Williams' outstanding performance, the scope and complexity of his role, his strategic leadership of Intuit's Corporate Strategy and Development function and the analysis of FW Cook regarding the increase in salaries of CFOs in Intuit's compensation peer group. In July 2012, the Compensation Committee decided to increase Mr. Williams' base salary for fiscal year 2013 by 3.7% to $700,000. This increase was based on the CEO's evaluation of Mr. Williams' outstanding performance, including driving of discipline and rigor around capital allocation and his portfolio and expense management through strategic acquisitions and divestitures.
Mr. Patel's Salary.   For fiscal 2012, Mr. Patel's salary was $700,000, based upon his role as the leader of the Company's largest business unit. His salary had not been adjusted since 2007. In July 2012, the Compensation Committee decided to increase Mr. Patel's base salary for fiscal year 2013 by 14.3% to $800,000. This increase was based on the CEO's evaluation of Mr. Patel's outstanding performance, including sustained delivery of outstanding results in the Small Business Group, his focus on the Company's strategic growth opportunities, as well as in recognition of his extensive experience and the importance of his role in leading his business unit to achieve its strategic objectives during fiscal year 2013. The Compensation Committee also considered the analysis of FW Cook regarding salaries of general managers of peer companies' business units.
Ms. Fennell's Salary.  For fiscal 2012, Ms. Fennell's salary was $505,000, an increase of 6% over her fiscal 2011 salary, based on the CEO's evaluation of her outstanding performance, the Compensation Committee's recognition of her success in leading Intuit's Security, Compliance and Risk functions in addition to her General Counsel responsibilities, her leadership of critical Company-wide business priorities and the analysis of FW Cook regarding the increase in salaries of General Counsels in Intuit's peer group. In July 2012, the Compensation Committee decided to increase Ms. Fennell's base salary for fiscal year 2013 by 5.9% to $535,000. This increase was based on the CEO's evaluation of Ms. Fennell's outstanding performance, the scope of her role and the further expansion of her role in fiscal year 2013 to include leadership of Intuit's data services group. The Committee also increased her fiscal 2013 target bonus to 65% of salary for better alignment with the market and internal parity.
Mr. Maurer's Salary.  For fiscal 2012, Mr. Maurer's salary was $585,000, an increase of 14% over his fiscal 2011 salary, based on the CEO's evaluation of Mr. Maurer's outstanding performance, the analysis from FW Cook regarding salaries of general managers of peer companies' business units and the excellent results of the Consumer Tax business under his leadership. In July 2012, the Compensation Committee decided to increase Mr. Maurer's base salary for fiscal year 2013 by 6.0% to $620,000. This increase was based on the CEO's evaluation of Mr. Maurer's strong performance, the continued strong performance of the Consumer Tax business, and in recognition of his strategic leadership of the Consumer Tax business in a dynamic and challenging environment.
Annual Cash Bonuses
Intuit uses cash bonuses to reward achievement of annual Company financial performance and individual strategic and operational objectives, which are expected to increase stockholder value. Each of Intuit’s Named Executive Officers has an annual bonus target that is a stated percentage of base salary, which is determined by the executive’s role within Intuit. The bonus targets were set by the Compensation Committee based on scope and significance of each executive’s leadership role at Intuit and, except for Mr. Smith's bonus target, remained unchanged from fiscal 2011. The target amounts are used as a guideline for the determination of cash bonuses, but actual bonus payments varied based on Company and individual performance, as discussed below.
Cash bonuses for our Named Executive Officers were paid out under the Senior Executive Incentive Plan (“SEIP”), a stockholder-approved plan designed to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code. This year, we are asking our stockholders to re-approve the material terms of the performance goals under the SEIP, in order to allow bonuses paid under the SEIP to continue to qualify as fully tax-deductible “performance-based compensation” under Section 162(m) of the Internal Revenue Code. Please see Proposal 4, beginning on page 61, for additional information. Each year, the Compensation Committee sets a Company performance target which must be achieved in order for participants to receive a cash bonus under the SEIP. In the first quarter of fiscal 2012, the Compensation Committee established a Company GAAP operating income target of $600 million as the minimum performance hurdle for any Named Executive Officer to be eligible for a cash bonus under the SEIP and set the maximum payout to each participant in the SEIP at 250% of his or her target award. At the close of fiscal 2012, the Compensation Committee certified that Intuit had exceeded the operating income threshold and thus each participant in the SEIP was eligible to receive a cash bonus under that plan. Achievement of the $600 million SEIP hurdle makes a Named Executive Officer eligible to earn an award, but does not entitle him or her to an SEIP award.

28


Actual payout amounts under the SEIP are based on the Company and individual performance as described in more detail below. Following certification of achievement of the SEIP target for purposes of Section 162(m), the Compensation Committee applied its discretion to reduce the amount of each Named Executive Officer's cash bonus from the 250% maximum, using the Company and individual performance metrics described below to administer its discretion and determine the actual amount of each Named Executive Officer's bonus. Each executive's bonus is divided into two components:
25% of each executive’s bonus was based on overall Company performance against specific revenue and operating income targets; and
75% of each executive’s bonus was based on individual performance, in the context of each executive’s business unit or functional group results.
The Compensation Committee used these percentages for all Intuit officers in order to tie annual cash bonus awards to both the overall Company performance and, to a greater degree, to the executive’s individual contribution to the strategic and operational performance of their business unit or functional group.
Company Performance Component
The Company component of the cash bonus for the Named Executive Officers is based on both Intuit’s revenue growth and non-GAAP operating income growth for fiscal 2012. Both measures are weighted equally because the Company believes that annual profitable growth sustained over time translates into durable value creation for shareholders, and that neither revenue growth nor operating income growth is more important than the other measure.
To determine the component of each Named Executive Officer's bonus based on overall Company performance, the Compensation Committee adopted the matrix set forth below, which creates a baseline for the Company Performance Component bonus payments based on Intuit's achievement of revenue growth and non-GAAP operating income growth targets for fiscal 2012. Under the SEIP, the Compensation Committee has discretion to adjust the baseline actual Company Performance Component of the bonus up or down by 25 percentage points. In exercising its discretion, the Compensation Committee takes into account qualitative factors that measure management's success in building a stronger foundation for the future by improving outcomes for shareholders, employees and customers, while taking into account macro-economic conditions and the Company's performance relative to its peers.
The following table reflects the matrix approved by the Committee for purposes of calculating the baseline Company Performance Component bonus payment, as well as the actual results presented to the Committee in July 2012, prior to any exercise of discretion by the Committee to adjust the actual funding of the Company Performance Component.

Measure
 
Revenue Growth
 
Non-GAAP Operating Income Growth
 
Total
 
 
 
 
 
 
 
 
 
 
 
Weighting
 
50%
+
50%
=
100%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Baseline
 
 
 
 
 
 
 
 
 
 
Company
 
 
 
 
Bonus
 
FY12
 
Bonus
 
Performance
 
 
FY12
 
Payout
 
Operating
 
Payout
 
Component
 
 
Revenue
 
as a Percent
 
Income
 
as a Percent
 
as a Percent
 
 
Growth
 
of Target*
 
Growth
 
of Target*
 
of Target(1)
Maximum
 
15.4%
 
150%
 
18.6%
 
150%
 
150%
 
 
14.4%
 
133%
 
17.4%
 
133%
 
133%
 
 
13.3%
 
117%
 
16.1%
 
117%
 
117%
Target
 
12.3%
 
100%
 
14.9%
 
100%
 
100%
 
 
11.1%
 
95%
 
13.4%
 
95%
 
95%
Unadjusted Actual(2)
 
9.5%
 
82%
 
12.1%
 
86%
 
84%
 
 
7.4%
 
63%
 
8.9%
 
63%
 
63%
 
 
3.7%
 
32%
 
4.5%
 
32%
 
32%
Threshold
 
—%
 
—%
 
—%
 
—%
 
—%


29


______________________________________
* Linear interpolation between defined points.
(1) This represents a baseline for the Company Performance Component of the annual cash bonus. The Compensation Committee has discretion to adjust the actual Company Performance Component up or down by 25 percentage points. As discussed below, the Committee used its discretion to fund the Company Performance Component at 93% of target.
(2) In July 2012, which was the last month of our fiscal 2012, Intuit entered into an agreement to sell its Intuit Websites business, and the transaction closed in fiscal 2013 on September 17, 2012. The Compensation Committee's decisions regarding compensation of our Named Executive Officers were made prior to the sale of the Intuit Websites business, and the Committee believes it is appropriate to include Intuit Websites in its measurement of the Company's performance for fiscal year 2012, as the agreement to sell was not entered into until the end of the fiscal year. The Committee believes this approach is appropriate as the intent of the bonus program is to reward operating performance, and the Company operated Intuit Websites for the entirety of fiscal 2012. This measure of Company performance upon which the Committee based its fiscal year 2012 bonus decisions is reflected in this row, and it varies from that reported in our fiscal year 2012 financial statements due primarily to the reclassification of Intuit Websites as discontinued operations for accounting purposes.
The baseline Company Performance Component was calculated to be 84% of Target. The Committee consulted with the Chief Executive Officer and the Chairman of the Board and exercised its discretion to set the actual Company Performance Component at 93%. In exercising its discretion, the Compensation Committee determined that the executive officers had led Intuit through a strong year and set the foundation for continued performance over multiple future years, by achieving the following outcomes for shareholders, employees and customers:
Increased employee engagement scores to best-in-class levels, as measured by an independent third party;
Significantly increased the Company's rank on Fortune magazine's “Great Place to Work” survey;
Ranked #1 on Fortune magazine's “Most Admired Software Company” survey;
Held or gained share in our major product lines;
Significantly increased the number of active mobile users and applications;
Achieved strong revenue and operating income results for fiscal year 2012 in a challenging environment, against goals which reflected above median performance at the time they were set; and
Grew stock price at a higher growth rate than that of the NASDAQ Composite.
Individual Performance Component
In addition to setting the Company Performance Component, the Compensation Committee established a separate range for the component of each Named Executive Officer’s cash bonus based on individual performance.
The actual payouts of this component to our Named Executive Officers were in the range of approximately 97% to 142% of their individual target bonus opportunity, depending on the Compensation Committee’s subjective evaluation of each executive’s performance, which was based on the CEO's recommendations to the Compensation Committee for everyone except himself, as discussed below the following table.
The following table summarizes the inputs that were used in calculating the fiscal year 2012 cash bonus paid to each of our Named Executive Officers. Actual bonus percentages and amounts were rounded immaterially in certain cases.


30


Executive
 
Base Salary
 
Bonus Target (%)
 
Bonus Target
 
Performance Components
 
Actual Payout Percentages for Each Component
 
Actual Cash Bonus Payment
Brad D. Smith
 
$
975,000

 
130
%
 
$
1,267,500

 
Company (25%)
 
93.0
%
 
$
294,694

 
 
 

 
 

 
 

 
Individual (75%)
 
142.3
%
 
1,353,056

Total
 
 

 
 

 
 

 
Combined (100%)
 
129.8
%
 
$
1,647,750

 
 
 
 
 
 
 
 
 
 
 
 
 
R. Neil Williams
 
$
675,000

 
75
%
 
$
506,250

 
Company (25%)
 
93.0
%
 
$
117,703

 
 
 

 
 

 
 

 
Individual (75%)
 
112.3
%
 
426,516

Total
 
 

 
 

 
 

 
Combined (100%)
 
107.5
%
 
$
544,219

 
 
 
 
 
 
 
 
 
 
 
 
 
Kiran M. Patel
 
$
700,000

 
100
%
 
$
700,000

 
Company (25%)
 
93.0
%
 
$
162,750

 
 
 

 
 

 
 

 
Individual (75%)
 
122.3
%
 
642,250

Total
 
 

 
 

 
 

 
Combined (100%)
 
114.8
%
 
$
805,000

 
 
 
 
 
 
 
 
 
 
 
 
 
Laura A. Fennell
 
$
505,000

 
60
%
 
$
303,000

 
Company (25%)
 
93.0
%
 
$
70,448

 
 
 
 
 
 
 
 
Individual (75%)
 
122.3
%
 
$
278,002

  Total
 
 
 
 
 
 
 
Combined (100%)
 
114.8
%
 
$
348,450

 
 
 
 
 
 
 
 
 
 
 
 
 
Daniel R. Maurer
 
$
585,000

 
75
%
 
$
438,750

 
Company (25%)
 
93.0
%
 
$
102,009

 
 
 

 
 

 
 

 
Individual (75%)
 
97.3
%
 
320,288

Total
 
 

 
 

 
 

 
Combined (100%)
 
96.1
%
 
$
422,297


Brad Smith’s Bonus.  In determining the component of Mr. Smith’s bonus related to his individual performance, the Compensation Committee considered his impact on one-year operational and longer-term strategic plans. In particular, the Compensation Committee determined that Mr. Smith had delivered outstanding performance on the following annual operating goals which were established by the Compensation Committee early in fiscal 2012:
Revenue growth
Non-GAAP operating income growth
Leadership results
Build durable advantage in operating infrastructure including a multi-year IT and technology roadmap
Uphold high customer experience results as measured by customer satisfaction scores
Talent management (hiring, retention and development, with specific focus on attracting and retaining technical talent)
Maintain high employee satisfaction scores in a challenging labor market (as measured through independent annual survey and related actions)
Enhance the engineering culture by engaging and empowering technical talent to create great products
Develop a collaborative management environment that empowers leaders
In assessing Mr. Smith’s performance of these one-year goals (prior to the sale of the Intuit Websites business and the associated accounting reclassifications reflected in our financial statements for the fiscal year ended July 31, 2012), the Compensation Committee noted the Company's strong revenue and operating income growth against stretch goals, and the Company's continued investment in growth opportunities, while maintaining a strong balance sheet in a challenging economy. In addition, under Mr. Smith's leadership, the Company delivered on its capital allocation strategy by continuing to return cash to shareholders through both dividends and its stock repurchase program. Employee satisfaction scores reached best-in-class levels, increasing two points over the prior year, and the Company moved up 25 places to number 19 on Fortune's “Top 100 Places to Work” survey. The Committee also noted that the Company improved customer satisfaction scores in most of our businesses and made progress toward its goals of achieving high availability of the Company's online services and improving reliability for customers. Mr. Smith continued to improve Intuit’s engineering culture by building momentum around Intuit’s

31


culture of innovation. Throughout the year, Mr. Smith led a unified executive team that provided dynamic and collaborative leadership to the entire Company.
The Compensation Committee also determined that Mr. Smith had delivered outstanding progress toward the following longer-term goals established by the Compensation Committee early in fiscal 2012:
Long-term strategic plan for Intuit that accelerates our growth track
Articulate a long-term vision (10 years) and strategic plan (3-5 years) for the Company
Demonstrate progress against 3-year plans for each major business unit
Execute on strategic plans for growth
Multi-year leadership strategy and progress
Management growth and succession plans; strong business leaders and pipeline; hiring and retention of key technical talent
Trend for employee engagement results (annual survey and related actions); addressing any specific issues which arise
Trend for customer experience results as measured by customer satisfaction scores
In assessing Mr. Smith’s performance and progress toward these long-term goals, the Compensation Committee determined that under Mr. Smith’s leadership, Intuit had made significant progress toward its strategic initiatives of driving growth in the core businesses, building adjacent businesses and entering new geographies, and accelerating Intuit’s transition to connected services. The Small Business and Consumer Tax divisions grew 14% and 11%, respectively, continuing a shift from desktop to connected services and improving revenue per customer. In addition, the Company is continuing to build adjacent businesses, including through acquisitions such as Demandforce, and it is driving continued transition to connected services by expanding its mobile application offerings. Mr. Smith is also continuing to invest in the skills required for all levels of leadership at Intuit, and his initiatives to retain key engineering talent have resulted in improved engagement and retention. As discussed above, he also built a strong foundation for long-term progress and leadership by improving employee satisfaction scores, which are best-in-class, and generating improvements in customer satisfaction scores in several key businesses.
The Compensation Committee evaluated Mr. Smith’s performance based on his achievement of these short-term and long-term goals and, after consulting with the Board without Mr. Smith present, determined that his overall performance rating was outstanding. In consideration of this rating, the Compensation Committee applied its judgment to determine that the component of Mr. Smith’s bonus related to individual performance, which is 75% weighted in the total bonus calculation, would be paid at approximately 142% of target. In determining this component of Mr. Smith’s bonus, no individual factor was assigned any specific weight by the Compensation Committee. Rather, the Compensation Committee assessed these factors and their overall impact on the Company and exercised its judgment in setting his bonus.
The Compensation Committee also determined the individual performance component of cash bonuses for our other Named Executive Officers, based on each executive’s leadership and progress toward one-year operational and longer-term strategic plans. In evaluating executives and determining each of their overall performance ratings, the Compensation Committee considered: (1) the performance evaluation and pay recommendations made by the Chief Executive Officer, which took into account the performance of each executive’s business unit or functional group, the executive's leadership capability and retention and (2) the scope, degree of difficulty and criticality of the executive’s responsibilities. The Compensation Committee gives considerable weight to the evaluation provided by the Chief Executive Officer because of his direct knowledge of each other Named Executive Officer's performance and contribution. As with Mr. Smith's bonus, in determining the payouts of the individual performance component, no individual factor was assigned any specific weight by the Compensation Committee. Rather, the Compensation Committee assessed these factors and their overall impact on the Company and exercised its judgment in setting the bonuses.
Neil Williams’ Bonus.  Based on the recommendation provided by the Chief Executive Officer, the Compensation Committee determined that Mr. Williams had outstanding performance for fiscal 2012. Under his leadership, Intuit’s finance team has built strong partnerships with our business units to achieve excellent results. Mr. Williams has continued to drive discipline and rigor in the Company's capital allocation strategy. The Committee also recognized Mr. Williams' role in driving Intuit's consistent year-over-year results in revenue and earnings per share and his leadership in helping develop the Company's long-term vision and strategic plan. Based on its review, the Compensation Committee determined that the individual performance component of Mr. Williams’ bonus would be paid out at approximately 112% of target.
Kiran Patel’s Bonus.  Based on the recommendation provided by the Chief Executive Officer, the Compensation Committee determined that Mr. Patel had outstanding performance in his role in leading and driving growth in Intuit’s largest

32


business unit during the year. Mr. Patel’s leadership of the Small Business Group enabled that business to deliver 14% revenue growth year-over-year. Mr. Patel has demonstrated an ability to drive results consistent with Company strategies, including building adjacent businesses through the acquisition of Demandforce and accelerating the Company's transition to connected services by increasing the percentage of connected services revenue within the Small Business Group. In addition, he drove growth in his division's core business by growing its customer base and average revenue per customer and improving customer satisfaction scores. Based on this assessment, the Compensation Committee determined that the individual performance component of Mr. Patel’s bonus would be paid out at approximately 122% of target.
Laura Fennell's Bonus. Based on the recommendation provided by the Chief Executive Officer, the Compensation Committee determined that Ms. Fennell had outstanding performance in her role in leading the Legal, Compliance and Policy organization, which includes the Company's legal, privacy, information security and government affairs organizations. Ms. Fennell not only achieved excellent results in her own organization, including having employee engagement levels that were highest in the Company, having efficiency scores that were best-in-class and leading the Company's enterprise risk management program, but she also led a cross-functional executive team that continued to accelerate the Company's progress toward its goals of achieving high availability of the Company's online services and improving reliability for customers. Based on this assessment, the Compensation Committee determined that the individual performance component of Ms. Fennell's bonus would be paid out at approximately 122% of target.
Daniel Maurer’s Bonus.  Mr. Maurer, the head of Intuit's Consumer Tax business, led that business through a successful tax season and improved customer satisfaction scores, demonstrating his ability to continue to drive growth in his business in a challenging environment. Based on the recommendation provided by the Chief Executive Officer, the Compensation Committee determined that Mr. Maurer delivered strong performance in fiscal 2012, and that the individual performance component of Mr. Maurer’s bonus would be paid out at approximately 97% of target.
Equity Incentives
Performance-based equity awards reflect the majority of the equity granted to our Named Executive Officers when measured by grant date fair value. To a lesser degree, Intuit grants time-based stock options and RSUs in order to provide a long-term incentive for officers to remain with Intuit.
RSUs provide a long-term incentive for officers to remain with Intuit as they receive no value unless they remain with the Company, but because they do not have an exercise price, RSUs can provide some amount of value to recipients regardless of Intuit’s stock price. Options require price improvement to be valuable and align holders with the specific goal of increasing shareholder value after grant. As part of its review of executive compensation programs with FW Cook, the Compensation Committee reviews the vesting of the executives' equity, however, this information was not a factor in the determination of the compensation awarded to any Named Executive Officer.
Stock Option and RSU Grants for Fiscal 2012
In fiscal 2012, as in fiscal 2011, the Compensation Committee determined that the majority of the equity award value granted to each Named Executive Officer would be in the form of performance-based equity awards. The Company retained the weighting of performance-contingent awards for Named Executive Officers at 70% of their total long-term incentive to ensure that the majority of equity award value is earned for performance rather than continued employment. The performance hurdles associated with the awards relate to three-year operating performance and three-year relative TSR as discussed further below. The time-based portion of the equity grants remains at 30% of the total long-term incentive value to provide modest potential to earn awards that align with shareholder return. The Compensation Committee still views these awards as providing pay for performance since the award values are tied directly to Intuit’s stock price.
The table below shows the overall mix of equity awards, as well as the four individual types of awards, which are (1) time-based options (15% of total long-term incentive value); (2) time-based RSUs (15% of total long-term incentive value), which also include a minimum one-year GAAP operating income performance hurdle, as discussed above; (3) performance-contingent RSUs dependent on achieving three-year GAAP operating income growth and three-year revenue growth goals (35% of total long-term incentive value); and (4) performance-contingent RSUs dependent on relative TSR compared to a peer group (35% of total long-term incentive value). The table is based on a hypothetical total equity award value of $1 million.

33



Allocation of Hypothetical $1,000,000 Equity Award
 
 
 
 
Value at Target
 
 
 
 
 
 
 
 
 
70%
 
50% 3-Year Operating Perf RSUs (35% of Total)
 
$350,000
 
100% fair market value at grant
Performance
 
 
 
 
 
 
Vested
 
50% Relative 3-Year TSR RSUs (35% of Total)
 
$350,000
 
Grant date fair value estimated using Monte Carlo model
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
30%
 
50% Options (15% of Total)
 
$150,000
 
Value based on FASB ASC 718 expense
Time
 
 
 
 
 
 
Vested
 
50% RSUs (15% of Total)
 
$150,000
 
100% fair market value at grant
Time-Based Awards (30% of Total Long-term Incentive)
Only 30% of the value of the long-term equity awards is time-based, and of this time-based value, 50% was granted in the form of stock options and 50% in the form of RSUs. The 50% in stock options is provided to reward increases in stock price. The Company views time-based options as inherently performance-based because the executive only realizes value as the stock price increases. The rationale for the portion granted as time-vested RSUs is to provide retention through potential short-term market volatility. RSUs also provide a link to shareholders’ interests because their value fluctuates with stock price. While the vesting of these RSUs is primarily time-based, the Company must achieve a one-year GAAP operating income hurdle for fiscal 2013 before these RSUs will begin to vest to allow such awards to qualify under Section 162(m) of the Internal Revenue Code.
Performance-Based Awards (70% of Total Long-term Incentive)
For fiscal 2012 (as in fiscal year 2011) 70% of the value of the long-term equity awards is performance-based, with half contingent on Intuit’s achievement of three-year operating performance goals and half based on Intuit’s relative three-year TSR compared to a pre-established peer group. The reason for dividing the contingent award in this way is to balance achievement of key internal operational goals, which are expected to increase shareholder value, with measurement of actual shareholder return relative to a group of similar investments. The Company believes that this approach focuses Named Executive Officers on both long-term internal operating performance, which the Company believes is largely within management’s control, and on long-term shareholder return, which is the goal of sustained multi-year profitable growth and ultimately reflects our shareholders’ perception of our performance.
Vesting of Awards
The Named Executive Officers’ stock options (other than those of Mr. Smith) vest over three years, with 33.333% of the shares vesting after one year and 2.778% of the shares vesting each month thereafter. The time-based RSUs granted to our Named Executive Officers (other than Mr. Smith) also vest over three years, with one-third of the shares vesting in July of each year beginning in 2013. With regard to performance-based RSUs, all the Named Executive Officers have the same performance hurdles. Upon achievement of those hurdles, the Named Executive Officers’ performance-based RSUs (other than those of Mr. Smith) vest 100%. The vesting terms of Mr. Smith’s equity awards differ from those of the other Named Executive Officers, because of the Compensation Committee’s desire to tie the Chief Executive Officer’s compensation more closely to Intuit’s performance for a longer period of time. Specifically, the stock options and time-based RSUs granted to Mr. Smith vest over five years, with 50% vesting after three years and 50% after five years, and Mr. Smith’s performance-based RSUs vesting 50% after three years and 50% after five years.
Intuit employees (including the Named Executive Officers) also receive dividend equivalent rights in conjunction with RSU awards granted in July 2012 and thereafter. These RSUs accrue dividends, which will be paid when the shares are released. For performance based RSUs granted to employees, dividends will be paid based on the actual units that vest following measurement of performance.

34


Clawback Provisions for Performance-based RSUs
Under the terms and conditions of the operating performance RSUs granted in July 2012, in the event that the Company must restate its financial results and the restatement decreases the level of vesting achieved under those performance-based RSUs, each Named Executive Officer must return to the Company an amount in cash or equivalent value in shares equal to the value of shares that would not have vested based on the restated financial results.
Equity Grant Eligibility 
The sole factor used by the Compensation Committee in determining whether an executive was eligible to receive any stock options and RSUs was each executive’s performance rating, which was based on the factors described under “Annual Cash Bonuses” above. In order to be eligible to receive stock options and RSUs, an executive had to have a performance rating of “strong” or “outstanding.” Based on their fiscal 2012 performance ratings of “strong” or “outstanding” all of the Named Executive Officers were eligible to receive stock options and RSUs.
Determination of Equity Grant Value  
The Compensation Committee refers to an executive's annual performance rating (for example, “outstanding” or “strong”) as a reference point in determining the size of an executive's overall equity awards. For any given role, a rating of “outstanding” will generally result in a larger equity grant than for any other rating. In setting specific awards for our Named Executive Officers, the Committee exercises its judgment and discretion.
The value of equity granted to Mr. Smith for fiscal 2012 has a target value of $10,250,000 and reflects the portfolio mix of 70% performance-based awards and 30% time-based awards. In determining these awards, the Compensation Committee reviewed data provided by FW Cook, in addition to the Compensation Committee's own subjective assessment of Mr. Smith's outstanding performance. The value of this equity, together with Mr. Smith's fiscal year 2012 base salary and actual bonus yielded total direct compensation between the median and 75th percentile of peer group CEOs. The Compensation Committee determined this was appropriate considering Mr. Smith's outstanding performance, overall Company performance and Mr. Smith's experience as CEO.
To determine the size of the equity awards for Mr. Williams, Mr. Patel, Ms. Fennell and Mr. Maurer, the Compensation Committee used data provided by FW Cook which estimated the range of grant values provided to executives in comparable positions at companies within Intuit's peer group. Then, the Compensation Committee considered each of the recommendations of the Chief Executive Officer in order to determine where within the applicable range each executive's equity grant value would fall. The Compensation Committee gives considerable weight to the recommendations provided by the Chief Executive Officer because of his direct knowledge of each other Named Executive Officer's performance and contribution. Due to the broad scope and complexity of Mr. Williams' role as Chief Financial Officer and his outstanding performance rating, he was granted equity value of $3,100,000. Based on the size and scope of Mr. Patel's role as the leader of Intuit's largest business unit and his outstanding performance rating, he was granted equity value of $3,500,000. Ms. Fennell was granted equity valued at $1,400,000, reflecting her outstanding performance rating and the scope of her responsibilities as General Counsel and as a leader of the Intuit-wide initiative to improve availability and resiliency of Intuit's connected services, as well as her leadership of the information security, government relations and data services teams. Mr. Maurer was granted equity valued at $2,100,000, due to his strong performance and stewardship of Intuit's Consumer Group, its second largest business unit.
The following table sets forth the actual total equity grant value awarded to each Named Executive Officer for fiscal 2012 and the target number of performance-based RSUs, time-based RSUs and stock options granted to each of our Named Executive Officers in connection with the fiscal 2012 performance and compensation review process. As noted above, the Compensation Committee wanted more than 50% of the value and more than 50% of the number of shares underlying the Named Executive Officers’ equity awards to be contingent on three-year relative TSR or three-year operating growth performance. These values were estimated using data available to the Compensation Committee on July 10, 2012. They do not match exactly the grant date fair values presented in the Summary Compensation Table, which were calculated in accordance with FASB ASC Topic 718 and take into account the price of Intuit's common stock on the July 25, 2012 grant date.


35


 
 
 
 
Performance-Based Awards
 
Time-Based Awards
 
 
 
 
Target # of RSUs
 
# of RSUs/Stock Options
 
 
 
 
Operating
 
Relative
 
 
 
 
 
 
 
 
Performance
 
TSR
 
 
 
 
 
 
Value-Based Equity
 
RSUs
 
RSUs
 
RSUs
 
Stock Options
Name
 
Guideline
 
(35% of value)
 
(35% of value)
 
(15% of value)
 
(15% of value)
Brad D. Smith
 
$
10,250,000

 
60,173

 
61,273

 
25,789

 
114,825

R. Neil Williams
 
$
3,100,000

 
18,199

 
18,532

 
7,800

 
34,728

Kiran M. Patel
 
$
3,500,000

 
20,547

 
20,923

 
8,806

 
39,209

Laura A. Fennell
 
$
1,400,000

 
8,219

 
8,369

 
3,523

 
15,684

Daniel R. Maurer
 
$
2,100,000

 
12,329

 
12,554

 
5,284

 
23,526

Operating Performance RSUs
The performance-based RSUs earned for achieving three-year operating goals (the “Operating Performance RSUs”) depend on the compounded annual growth rate (“CAGR”) of Intuit’s revenue and GAAP operating income between fiscal 2012 and fiscal 2015. Revenue growth and GAAP operating income growth are equally weighted because the Company believes that sustained profitable growth over three years will create shareholder value, and that neither revenue growth nor operating income growth is more important than the other measure. The Compensation Committee determined that GAAP operating income growth would be the best measure of operating performance and would correlate well with shareholder value creation over time.
Each Named Executive Officer was awarded Operating Performance RSUs based on a “target” number of stock units that can be earned for achieving the operating growth goals. The actual RSU payouts may be as low as 0% of target if there is no growth over three years, and may be as high as 200% of target if the goals are exceeded, as described in the table below.

 
 
Revenue Growth (CAGR)
 
GAAP Op Income Growth (CAGR)
 
Total (2)
 
 
50%
+
50%
=
100%
 
 
 
 
 
 
 
 
 
 
 
Measure Weighting
 
Percent of Target Achieved
 
Payout as a Percent of Target(1)
+
Percent of Target Achieved
 
Payout as a Percent of Target(1)
=
Payout as a Percent of Target
Maximum
 
120
%
 
200
%
 
120
%
 
200
%
 
200
%
Target
 
100
%
 
100
%
 
100
%
 
100
%
 
100
%
 
 
70
%
 
90
%
 
70
%
 
90
%
 
90
%
 
 
53
%
 
68
%
 
53
%
 
68
%
 
68
%
Threshold
 
0%

 
0%

 
0%

 
0%

 
0%


_______________________________________
(1)
Linear interpolation between defined points.
(2)
Total Column is an example only, which illustrates the potential percentage of Operating Performance RSUs vesting based on achieving comparable levels of revenue growth and GAAP operating income growth.
Relative Total Shareholder Return RSUs
The relative total shareholder return RSUs (“Relative TSR RSUs”) may be earned based on Intuit’s relative TSR over a three-year period beginning August 1, 2012 compared to 41 other size- and industry-relevant companies, which were identified using objective selection criteria recommended by FW Cook. The peer companies reflect all U.S.-based public companies within Intuit's General Industry Classification Standard (“GICS”) code that have market capitalization and revenue between 0.2x and 5x Intuit’s size, plus H&R Block, which is a direct, size-relevant competitor (the “TSR Peers”). The TSR Peers are a larger group than the Company's peer group used for compensation decisions, as discussed further below. The TSR Peers were chosen so that the Relative TSR RSUs will reward the Named Executive Officers based on objective measurement of Intuit’s three-year return compared to similar companies in which an Intuit shareholder might reasonably be expected to invest (as opposed to the Company's peer group that reflects companies of a similar size with which we compete for talent). The Committee believes that a larger number of TSR Peers ensures that, in spite of mergers or acquisitions of TSR Peers, the

36


Company will maintain a robust peer group against which it can measure its TSR. In general, the shareholder return of both Intuit and the TSR Peers is measured using a thirty-day average at the start and the end of the performance period. The purpose of this measurement is to reduce the effect of daily stock market volatility on the starting and ending measurement points. There is a “target” payout, which is earned when Intuit’s performance is at the 60th percentile of the peers. These payouts may be as high as 200% of target if Intuit’s TSR reaches the 100th percentile of the TSR Peers and may be as low as 0% of target if performance is at or below the 30th percentile of the TSR Peers. The payouts are capped at 100% of target in the event that Intuit’s relative TSR is above the 60th percentile of the TSR Peers, but absolute TSR is negative over the three-year performance period, in order to avoid unreasonably large awards in such circumstances. The table below describes the percent of target that may be earned under these awards based on relative TSR:
 
 
3-Year TSR
Percentile
Rank(1)
 
Shares Earned
as a Percent
of Target(2)
Maximum
 
100

 
200
%
Target
 
60

 
100
%
Threshold
 
30

 
%
_______________________________________
(1)
Linear interpolation between defined points.
(2)
Payouts capped at 100% if absolute 3-year TSR is negative.

The 41 Relative TSR Peers are set forth below:
Relative TSR Peer Companies
Activision Blizzard, Inc.
 
Fidelity National Info Services, Inc.
 
Salesforce.com, Inc.
Adobe Systems Incorporated
 
Fiserv, Inc.
 
Symantec Corporation
Akamai Technologies, Inc.
 
Gartner, Inc.
 
Synopsys, Inc.
Alliance Data Systems Corporation
 
Genpact Limited Common Stock
 
Teradata
Autodesk, Inc.
 
Global Payments Inc.
 
Tibco Software
Automatic Data Processing, Inc.
 
H&R Block, Inc.
 
Total System Services, Inc.
BMC Software, Inc.
 
IAC/InterActiveCorp
 
Vantiv, Inc.
CA, Inc.
 
Mastercard Incorporated
 
Verifone Systems
Citrix Systems, Inc.
 
MICROS Systems, Inc.
 
Visa, Inc.
Cognizant Technology Solutions
 
Nuance Communications, Inc.
 
VMware, Inc.
Computer Sciences Corporation
 
Paychex, Inc.
 
The Western Union Company
eBay, Inc.
 
Rackspace Hosting
 
Yahoo! Inc.
Electronic Arts, Inc.
 
Red Hat
 
Zynga Inc.
Equinix, Inc.
 
SAIC, Inc.
 
 
As compared to the fiscal 2011 relative TSR peer group, one company was removed because it no longer met the size requirement (Open Text Corporation) and three companies were added (IAC/InteractiveCorp, Vantiv, Inc. and Zynga Inc.) as they are new additions to Intuit's GICS code that meet the size criteria set forth above.
Achievement of Performance Hurdle for July 2011 Time-Based RSU Awards
In July 2011, as part of Intuit's annual performance and compensation review process for our last fiscal year ended July 31, 2011, the Compensation Committee approved the grant of time-based RSUs, subject to a performance hurdle, to each Named Executive Officer. These grants represented approximately 15% of the value of all equity awards granted to our Named Executive Officers for fiscal 2011 and were described in more detail in our proxy statement for our annual meeting of stockholders held on January 19, 2012. At the time of grant, the Compensation Committee established a one-year GAAP operating income hurdle of $600 million that Intuit was required to achieve in order for the awards to begin vesting. This hurdle qualifies for deductibility under Section 162(m) of the Internal Revenue Code. Intuit's GAAP operating income for the fiscal year ended July 31, 2012 was $1.18 billion, which exceeded the hurdle. As a result, the RSUs granted to Mr. Smith will vest as to 50% of the underlying shares on each of July 1, 2014 and July 1, 2016 and the RSUs granted to the other Named

37


Executive Officers vest as to 33-1/3 % of the shares on each of July 1, 2012, July 1, 2013 and July 1, 2014. The number of these RSUs granted in July 2011 to each of the Named Executive Officers was: Mr. Smith – 29,845 shares; Mr. Williams – 9,252 shares; Mr. Patel – 10,148 shares; Ms. Fennell – 4,179 shares; and Mr. Maurer – 9,252 shares.
Use of Competitive Data
In fiscal 2012, as in prior years, the Compensation Committee engaged its independent compensation consultant, FW Cook, to provide a comprehensive market study of compensation paid to Mr. Smith and the other Named Executive Officers. The Compensation Committee’s objectives in using this market study were:
1. To confirm that our peer group is relevant and includes:
a. companies with which we compete for executive talent
b. companies of similar scope and complexity
c. companies of similar size, measured by revenue and market capitalization
d. companies with similar business lines
2. To evaluate how our compensation compares to other companies using similar compensation models (including a mix of cash, equity and short and long-term incentives).
3. To create a sufficiently lengthy list of peers to ensure a degree of continuity year-over-year to avoid statistical distortion.

Using these objectives, FW Cook recommended a fiscal 2012 peer group with the following characteristics:

Criteria for Fiscal 2012 Peer Group
 
Characteristics
Relevant Business Lines
 
All are in GICS code 4510 (software and services), except for H&R Block.
Comparable Pay Models
 
All members of peer group use mix of base salary, annual cash awards and some form of equity grant to executives.
Size
 
At the time the peer group was determined, the members of peer group were between 0.45 and 2.1 times Intuit’s size in terms of revenue and 0.33 and 3 times Intuit’s size in terms of market capitalization.
Year-over-Year Continuity
 
No companies were added to the 2012 peer list, and three companies were removed from the 2011 list because their revenue was greater than the objective guideline (Automatic Data Processing, Inc., eBay, Inc. and SAIC, Inc.).

FW Cook reviewed this data with the Compensation Committee in May 2012, and the Committee determined that the following companies would make up the peer group for fiscal year 2012 and fiscal year 2013 decisions. To the extent that peer data from FW Cook's fiscal 2011 study was used to set certain components of officers' fiscal year 2012 compensation at the beginning of the fiscal year, the peer data were from the 2011 peer list, which included the companies below, as well as ADP, eBay and SAIC. Note that the compensation peers are a subset of the TSR Peers described above, as the Committee believes it is important for the compensation peers to be of a similar size to the Company, to more accurately reflect the companies with which we compete for talent. In addition, as the compensation peer group is refreshed annually, acquisitions of compensation peer companies are less likely to have a meaningful impact on the analysis of Intuit's performance and compensation measures relative to those of its peers.


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Activision Blizzard, Inc.
 
H&R Block, Inc.
Adobe Systems, Inc.
 
Mastercard Incorporated
Autodesk, Inc.
 
Paychex, Inc.
BMC Software, Inc.
 
Salesforce.com, Inc.
CA, Inc.
 
Symantec Corporation
Citrix Systems, Inc.
 
Teradata
Cognizant Technology Solutions Corporation
 
VMware, Inc.
Electronic Arts, Inc.
 
The Western Union Company
Fiserv, Inc.
 
Yahoo! Inc.

The Company used the publicly reported information regarding named executive officer compensation from these companies as a reference point in assessing each executive’s compensation level. The Company then considered each executive's role and scope of responsibilities relative to the roles of comparable positions at Intuit’s peers. Based on the foregoing information, the Company reviewed Intuit’s executive compensation programs and practices, analyzed each Named Executive Officer’s base pay, and recommended cash bonus and equity awards.
Intuit’s Management Stock Purchase Program
As a method of encouraging ownership of Intuit’s stock by executives, Intuit maintains the Management Stock Purchase Program (“MSPP”). Under the MSPP, employees with a title of director or above (including the Named Executive Officers) may elect to defer up to 15% of their annual incentive bonus, which is converted into deferred stock units based on the fair market value of Intuit’s stock on the date the bonus is awarded. These stock units are fully vested on the grant date, but are not issued in the form of shares until the earlier of the third anniversary of the grant date or the termination of employment with Intuit. Intuit also grants the employee an additional RSU for every RSU purchased through this deferral, up to set maximums, as set-forth below:

Executive Level
 
Maximum Number of
Matching RSUs
Director
 
300 RSUs
Vice President
 
750 RSUs
Executive and Senior Vice President
 
1,500 RSUs
Chief Executive Officer
 
3,000 RSUs

These matching RSUs vest as to 100% of the shares three years after the grant date, or on the recipient’s death or disability. This three-year vesting period is intended to assist Intuit in retaining key talent. The RSUs granted pursuant to the MSPP are issued under the 2005 Equity Incentive Plan.

RSUs purchased by employees under the MSPP after July 2012 and the matching RSUs will accrue dividends. Dividends on the purchased RSUs will be paid on the date the shares are issued, and dividends on matching RSUs will be paid upon their vesting.
Employee Benefits
Each of our employees with a title of director or above (including the Named Executive Officers and employee directors) is eligible to participate in a number of programs which make up Intuit’s total compensation package, including health and welfare benefits, executive relocation benefits, our 401(k) Plan with a company-sponsored match component, our Employee Stock Purchase Plan, our Non-Qualified Deferred Compensation Plan and our MSPP. As described in more detail above, the MSPP encourages eligible employees to own Intuit stock. Intuit’s perquisites and benefits for Named Executive Officers in fiscal 2012 included 401(k) plan matching contributions that were consistent with the match provided to all employees and Long-Term Disability Plan premiums. Intuit does not offer a defined benefit pension plan.

39


Termination Benefits
As discussed below under “Potential Payments Upon Termination of Employment or Change in Control” on page 53, the Company has agreed to provide severance payments and accelerated vesting of equity awards to our Named Executive Officers if their employment is terminated under specific circumstances. The Company agreed to provide these benefits in each Named Executive Officer’s negotiated employment agreement and/or pursuant to the Company’s benefit plans, as consideration for the executive’s agreement to provide services as an employee. Intuit does not provide excise tax “gross-up” protection in the event that a change in control severance payment is considered an excess parachute payment under U.S. tax laws.
Role of Compensation Consultants, Executive Officers and the Board in Compensation Determinations
The Compensation Committee has the authority to directly retain the services of independent consultants and other experts to assist in fulfilling its responsibilities. The Compensation Committee has engaged the services of Frederic W. Cook & Co., Inc. (“FW Cook"), a national executive compensation consulting firm, to review and provide recommendations concerning all of the components of the Company's executive compensation program. FW Cook performs services solely on behalf of the Compensation Committee and has no relationship with the Company or management except as it may relate to performing such services. As described above under “Use of Competitive Data,” FW Cook assists the Committee in defining the appropriate market of the Company's peer companies for executive compensation and practices and in benchmarking our executive compensation program against the peer group each year. FW Cook also assists the Committee in benchmarking our director compensation program and practices against those of our peers. The Compensation Committee has assessed the independence of FW Cook pursuant to SEC rules and concluded that no conflict of interest exists that would prevent FW Cook from independently representing the Compensation Committee.
The Compensation Committee received support from Intuit’s Human Resources Department in analyzing and establishing Intuit’s compensation programs for fiscal 2012. Members of Intuit's management and staff attend meetings of the Compensation Committee, including the Senior Vice President of Human Resources, the Vice President of Compensation and an Intuit attorney. Mr. Campbell, the Chairman of the Board, regularly participated in Compensation Committee meetings, providing input on organizational structure and succession planning and executive development. Mr. Williams, our Chief Financial Officer, has provided the Compensation Committee an analysis of Intuit's financial performance, the financial impact of various types of equity awards and proposed performance hurdles for equity incentives. Mr. Smith, our Chief Executive Officer, has provided recommendations to the Compensation Committee regarding the cash and equity compensation of his executive staff (including Mr. Williams, Mr. Patel, Ms. Fennell and Mr. Maurer), succession planning, organizational development and the use of incentive compensation to drive Intuit’s growth. Mr. Smith also provided a self-review to the Compensation Committee to aid their evaluation of his performance. As noted above, in making compensation decisions, the Compensation Committee also has the authority to engage the services of outside advisers, experts and others to assist the Compensation Committee, and it has engaged FW Cook. For this purpose, FW Cook attended several meetings of the Compensation Committee, responding to committee members’ inquiries and refining their analysis based on these questions.
The Compensation Committee determines the compensation for Mr. Smith after conferring with FW Cook and the Board, without Mr. Smith present. In determining compensation for the Named Executive Officers other than the Chief Executive Officer, the Compensation Committee considered Mr. Smith’s recommendations. The Compensation Committee is, however, solely responsible for making the final decisions on compensation for the Named Executive Officers including the Chief Executive Officer. The Compensation Committee holds individual meetings with members of Mr. Smith’s executive staff on an annual basis to discuss organizational development and leadership strategy. The Compensation Committee also interacts frequently with members of the executive staff to discuss their business unit or functional group activities.
Accounting and Tax Implications of Our Compensation Policies
In designing our compensation programs, the Compensation Committee considers the financial accounting and tax consequences to Intuit as well as the tax consequences to our employees. In determining the aggregate number and mix of equity grants in any fiscal year, the Compensation Committee and management consider the size and share-based compensation expense of the outstanding and new equity awards relative to the one- and three-year operating plans and relative to market capitalization.
Under Section 162(m) of the Internal Revenue Code, compensation in excess of $1,000,000 per year to those executives (other than the Chief Financial Officer) whose compensation is detailed in the “Summary Compensation Table” on page 42 is not tax deductible to Intuit unless certain requirements are met. The $1,000,000 limit does not apply to compensation that is considered “performance-based” under applicable tax rules. Intuit has taken steps to see that most of the executive compensation paid under its incentive programs, including the stockholder approved SEIP and performance-based RSUs, is tax deductible. We believe it is important to preserve flexibility in administering compensation programs as corporate objectives may not always be consistent with the requirements for full deductibility. Accordingly, Intuit has not adopted a policy that all

40


compensation must qualify as deductible under Section 162(m) and, while Intuit strives to award executive compensation that meets the deductibility requirements, Intuit may enter into compensation arrangements under which payments are not deductible under Section 162(m).
Stock Ownership
Intuit has a mandatory stock ownership program that applies to employees at the senior vice president level and above (including the Named Executive Officers) and members of the Board. This program was refined in January 2012 and requires our executives and Board members to hold shares of Intuit common stock equal equal to at least the values indicated in the table below, which values will be measured as of July 31 each year:

 
 
Stock Ownership Requirement
Role
 
Minimum
Ownership
Requirement
Chief Executive Officer
 
6x base salary
Executive Vice President or Senior Vice President with base salary of $500,000 or more
 
1.5x base salary
Board members
 
5x standard annual Board retainer ($300,000)

All individuals subject to the requirements must comply within five years after the date the individual is appointed to a position subject to the guidelines, or July 2016, whichever is later. Unvested RSUs held by an executive officer or a Board member are counted as shares when determining the number of shares owned. As of October 31, 2012, all Named Executive Officers and directors subject to these requirements were in compliance.
Intuit's Policy Regarding Derivatives, Short Sales and Hedging

Intuit's policy prohibits directors and executive officers from pledging shares on margin, trading in derivative securities of Intuit's common stock, engaging in short sales of Intuit securities, or purchasing any other financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds) that are designed to hedge or offset any decrease in the market value of Intuit securities.
Intuit’s Equity Granting Policy
Stock options and RSUs may be granted by either the Compensation Committee or, pursuant to the terms of its Charter, by its delegates, the Chief Executive Officer and the Senior Vice President of Human Resources. These individuals, acting independently, each have authority to grant stock options and RSUs to employees below the level of Vice President, up to the number of shares per individual specified by the Compensation Committee. The Chief Executive Officer and the Senior Vice President of Human Resources, acting jointly, may grant such awards to employees at the level of Vice President, up to the number of shares per individual specified by the Compensation Committee, provided such employees do not report to the Chief Executive Officer or to a committee of the Board. Equity grants made to Senior Vice Presidents or above, to individuals who report to the Chief Executive Officer or to a committee of the Board, or to individuals who receive amounts above the stated share limit per individual must be approved by the Compensation Committee.
Timing of Grants.  Equity awards are typically granted on regularly scheduled grant dates on the seventh business day of each month. Exceptions to this practice are specifically approved by the Compensation Committee. The Chief Executive Officer and Senior Vice President of Human Resources do not have discretion to set other grant dates for awards made pursuant to their delegated authority. As part of Intuit's annual performance and compensation review process, the Compensation Committee approves stock option and RSU awards to our Named Executive Officers within a few weeks before Intuit's July 31 fiscal year-end. In fiscal 2009, however, the Compensation Committee issued the annual option and RSU grants in early August 2009, shortly after the end of fiscal year 2009. As a result, the fiscal year 2010 information in the “Summary Compensation Table” on page 42 includes not only the value of equity awards granted in recognition of fiscal year 2010 performance, but also the value of awards for fiscal year 2009 performance, which were granted in the first two weeks of fiscal 2010.
Option Exercise Price.  The exercise price of a newly granted option (i.e., not an option assumed or substituted in connection with a corporate transaction) is the closing price on the NASDAQ stock market on the date of grant.

41


EXECUTIVE COMPENSATION
Summary Compensation Table
The following table shows compensation earned during fiscal 2012 by our Chief Executive Officer, our Chief Financial Officer, and our three other most highly compensated executive officers for fiscal 2012. We call these individuals our “Named Executive Officers.”

Name and Principal Position
 
Fiscal Year
 
Salary
($)
 
Bonus
($)
 
Stock Awards
($)(2)
 
Option Awards
( $)(3)
 
Non-Equity Incentive Plan Compensation
($)(4)
 
All Other Compensation
($)
 
Total
($)
Brad D. Smith
 
2012
 
975,000

(1)
 

 
8,320,578

 
1,608,698

 
1,647,750

 
 
12,559

(6)
 
12,564,585

President and Chief
 
2011
 
950,000

 
 

 
7,514,292

 
1,303,378

 
1,852,500

 
 
12,819

 
 
11,632,989

Executive Officer
 
2010
 
800,000

 
 

 
8,481,403

 
3,100,886

 
1,428,000

 
 
61,502

 
 
13,871,791

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
R. Neil Williams
 
2012
 
675,000

 
 

 
2,537,885

 
417,083

 
544,219

(5)
 
13,714

(6)
 
4,187,901

Senior Vice President and
 
2011
 
625,000

 
 

 
2,372,879

 
339,724

 
621,002

 
 
14,725

 
 
3,973,330

Chief Financial Officer
 
2010
 
600,400

 
 
200,000

 
2,563,352

 
885,286

 
600,000

 
 
14,725

 
 
4,863,763

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Kiran M. Patel
 
2012
 
700,000

 
 

 
2,798,678

 
470,900

 
805,000

 
 
16,693

(6)
 
4,791,271

Executive Vice President
 
2011
 
700,000

 
 

 
2,623,398

 
372,602

 
1,033,004

 
 
14,986

 
 
4,743,990

and General Manager,
 
2010
 
700,000

 
 

 
3,902,471

 
1,280,044

 
1,025,000

 
 
115,349

 
 
7,022,864

Small Business Group
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Laura A. Fennell
 
2012
 
505,000

 
 

 
1,176,413

 
188,365

 
348,450

(5)
 
15,799

(6)
 
2,234,027

Senior Vice President,
 
2011
 
475,000

 
 
399,000

 
1,108,972

 
153,428

 

 
 
16,780

 
 
2,153,180

General Counsel and
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Corporate Secretary
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Daniel R. Maurer
 
2012
 
585,000

(1)
 

 
1,741,524

 
282,547

 
422,297

(5)
 
14,908

(6)
 
3,046,276

Senior Vice President
 
2011
 
515,000

 
 

 
2,397,810

 
339,724

 
512,001

 
 
13,751

 
 
3,778,286

and General Manager,
 
2010
 
475,000

 
 

 
2,222,545

 
599,025

 
545,000

 
 
13,751

 
 
3,855,321

Consumer Group
 
 
 
 

 
 
 

 
 

 
 

 
 

 
 
 

 
 
 


_______________________________________
(1)
The amount includes a deferral at the recipient's election under the Non-Qualified Deferred Compensation Plan. See “Non-Qualified Deferred Compensation for Fiscal 2012” on page 52 for more information.
(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 25 and are included in the table below named “Grants of Plan-Based Awards in Fiscal Year 2012.” 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 such 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. For each of the RSU awards granted prior to July 2011, the grant date fair value of these awards is calculated using the closing price of Intuit’s common stock on the date of grant. In July 2011, we determined that it was probable that we would pay cash dividends in the future. Since RSU holders were not entitled to dividends, starting in July 2011 we began adjusting the fair value of equity awards to take into account the present value of the dividends expected to be paid on the shares during the vesting period, discounted at the appropriate risk-free interest rate, in accordance with Topic 718. Since all RSU holders began receiving dividend equivalent rights in conjunction with RSU awards granted in July 2012 and thereafter, in accordance with Topic 718 we did not adjust the closing price of Intuit's common stock on the date of grant for dividends when valuing the July 2012 RSU awards to Named Executive Officers. For any awards that are subject to performance conditions, the grant date fair value is based upon the probable outcome of such conditions. The “Grants of Plan-Based Awards in Fiscal Year 2012” table also describes the value of such performance-based awards assuming that the highest level of performance conditions is achieved. Amounts listed for fiscal 2010 include the grant date fair value of awards made in both (i) August 2009 (shortly after the beginning of fiscal 2010) in recognition of

42


performance for fiscal 2009, and (ii) July 2010 (shortly before the end of fiscal 2010) in recognition of performance for fiscal 2010.
(3)
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 25 and are included in the table below named “Grants of Plan-Based Awards in Fiscal Year 2012.” 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, 2012. Amounts listed for fiscal 2010 include the grant date fair value of option awards made in both (i) August 2009 (shortly after the beginning of fiscal 2010) in recognition of performance for fiscal 2009, and (ii) July 2010 (shortly before the end of fiscal 2010) in recognition of performance for fiscal 2010.
(4)
These amounts represent the amounts earned for performance under Intuit’s SEIP during the applicable fiscal year and paid in the month following each fiscal year end. The SEIP is described in more detail in the “Compensation Discussion and Analysis” beginning on page 25.
(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 39.

    
Name
 
Executive MSPP Contribution  ($)
 
Deferred Stock Units Reserved for Executive Contribution  (#)
R. Neil Williams
 
54,382

 
910

Laura A. Fennell
 
52,230

 
874

Daniel R. Maurer
 
63,286

 
1,059


(6)
The amount includes the items of other compensation set forth in the table below.

    
Name
 
401(k) Matching Contributions ($)
 
Executive Long-Term Disability Plan Premiums ($)
 
Employee
Referral
($)
Brad D. Smith
 
10,000

 
2,559

 

R. Neil Williams
 
10,000

 
3,714

 

Kiran M. Patel
 
10,163

 
4,654

 
1,875

Laura A. Fennell
 
11,029

 
2,895

 
1,875

Daniel R. Maurer
 
10,000

 
3,329

 
1,579



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Grants of Plan-Based Awards in Fiscal Year 2012
The following table provides information about performance-based and time-based RSUs granted under our 2005 Equity Incentive Plan to the Named Executive Officers during fiscal 2012 and cash awards for which the Named Executive Officers were eligible in fiscal 2012 under our cash incentive plan.