S-8 POS 1 s-8posxintuitxpostxeffecti.htm S-8 POS Document

As filed with the Securities and Exchange Commission on March 2, 2022
Registration No. 333-251096
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_______
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_____________
INTUIT INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or Other Jurisdiction
of Incorporation or Organization)
77-0034661
(I.R.S. Employer
Identification No.)
2700 Coast Avenue
Mountain View, California 94043
(650) 944-6000
(Address of Principal Executive Offices, including Zip Code, and telephone number, including area code)
CREDIT KARMA, INC. 2015 EQUITY INCENTIVE PLAN
INTUIT INC. AMENDED AND RESTATED 2005 EQUITY INCENTIVE PLAN
(Full title of the Plans)
Kerry J. McLean, Esq.
Executive Vice President, General Counsel and Corporate Secretary
Intuit Inc.
2700 Coast Avenue
Mountain View, California 94043
(Name and address of agent for service)
(650) 944-6000
(Telephone number, including area code, of agent for service)
________________________
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer □
Non-accelerated filer □
Smaller reporting company □

Emerging growth company □
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. □



EXPLANATORY NOTE
Intuit Inc. (the “Registrant” or “we”) registered, pursuant to a Registration Statement on Form S-8 filed on December 3, 2020 (Registration No. 333-251096) (the “Registration Statement”), the offer and sale of up to 4,298,127 shares of our Common Stock, par value $0.01 per share (“Common Stock”), under the Credit Karma, Inc. 2015 Equity Incentive Plan (as amended, the “Credit Karma Plan”).
The Compensation and Organizational Development Committee of our Board of Directors approved the Amended and Restated 2005 Equity Incentive Plan (the “Restated 2005 Plan”) on October 20, 2021 and such plan was subsequently approved by our stockholders on January 20, 2022. Pursuant to the terms of the Restated 2005 Plan, the following shares of Common Stock will be issuable under the Restated 2005 Plan per the terms of such plan: (i) any shares of Common Stock that remained available for grant under the Credit Karma Plan as of January 20, 2022; and (ii) any shares of Common Stock subject to outstanding awards under the Credit Karma Plan as of January 20, 2022 that on or after January 20, 2022 are forfeited, expire or are settled in cash or that are tendered or withheld in order to satisfy tax withholding liabilities (other than with respect to stock options or stock appreciation rights) (collectively, the “Transferred Shares”). Pursuant to the undertakings in Item 9 of the Registration Statement, we are filing this Post-Effective Amendment No. 1 to the Registration Statement to provide that such registration statement shall also cover 3,366,512 Transferred Shares.
EXHIBIT INDEX
Exhibit No.Description
5.2




SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mountain View, State of California, on March 2, 2022.
INTUIT INC.
By:     /s/ MICHELLE M. CLATTERBUCK        
Michelle M. Clatterbuck
Executive Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, the following persons have signed this Post-Effective Amendment No. 1 to the Registration Statement in the capacities and on the date(s) indicated.
Principal Executive Officer:
   /s/ SASAN K. GOODARZI
Sasan K. Goodarzi
Chief Executive Officer
and President		March 2, 2022
Principal Financial Officer
   /s/ MICHELLE M. CLATTERBUCK
Michelle M. Clatterbuck
Executive Vice President
and Chief Financial Officer		March 2, 2022
Principal Accounting Officer:
   /s/ LAUREN HOTZ
Lauren Hotz
Vice President,
Chief Accounting Officer		March 2, 2022
Additional Directors:
                              *        
Eve Burton
Director
March 2, 2022
                              *        
Scott D. Cook
Director
March 2, 2022
                              *        
Richard Dalzell
Director
March 2, 2022


                              *        
Deborah Liu
Director
March 2, 2022
                              *        
Tekedra Mawakana
Director
March 2, 2022
                              *        
Suzanne Nora Johnson
Chair of the Board of Directors
March 2, 2022
                              *        
Dennis D. Powell
Director
March 2, 2022
                              *        
Brad D. Smith
Director
March 2, 2022
                              *        
Thomas Szkutak
Director
March 2, 2022
                              *        
Raul Vazquez
Director
March 2, 2022
                              *        
Jeff Weiner
Director
March 2, 2022


* The undersigned, by signing her name hereto, does hereby execute this Post-Effective Amendment No. 1 to the Registration Statement pursuant to powers of attorney filed as part of the Registration Statement.
By:     /s/ MICHELLE M. CLATTERBUCK
Michelle M. Clatterbuck
Executive Vice President and Chief Financial Officer, by power of attorney