INTU » Topics » General

This excerpt taken from the INTU DEF 14A filed Oct 30, 2009.
General
 
In October 2004, we asked our stockholders to approve the 2005 Equity Incentive Plan (the “Plan”), which we designed to reflect our commitment to having best practices in both compensation and corporate governance. At that time, we committed to submitting the Plan to our stockholders for re-approval on an annual basis. Annual approval gives our stockholders the opportunity to consider and review our equity compensation program each year and to vote on continuation of the Plan. When originally approved in 2004, the Plan’s term ran through December 9, 2006. In 2005, 2006, 2007 and 2008, our stockholders approved amendments to the Plan in order to (1) extend the term of the plan, which now runs through December 9, 2010; (2) increase the number of shares available under the Plan; and (3) amend certain other provisions of the Plan.


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We are now asking our stockholders to approve an amendment to the Plan to (1) extend the term of the plan by an additional year, through December 9, 2011 (2) provide for the addition of 9,000,000 shares to cover awards under the Plan through its amended term; and (3) amend certain terms of the Plan related to non-employee director automatic equity grants.
 
We believe that our ability to attract and retain qualified, high-performing employees is vital to our success and growth as a company. Equity compensation is a very effective retention tool that encourages and rewards employee performance that aligns with stockholders’ interests.
 
Proposal No. 3 must be approved by a majority of the votes cast on the proposal. Abstentions and broker non-votes will not affect the outcome of the vote on this proposal.
 
This excerpt taken from the INTU DEF 14A filed Oct 31, 2008.
General
 
In October 2004, we asked our stockholders to approve the 2005 Equity Incentive Plan (the “Plan”), which we designed to reflect our commitment to having best practices in both compensation and corporate governance. At that time, we committed to submitting the Plan to our stockholders for re-approval on an annual basis. Annual approval gives our stockholders the opportunity to consider and review our equity compensation program each year and to vote on continuation of the Plan. When originally approved in 2004, the Plan’s term ran through December 9, 2006. In 2005, 2006 and 2007, the stockholders approved amendments to the Plan in order to (1) extend the term of the plan, which now runs through December 9, 2009; (2) increase the number of shares available under the Plan; and (3) amend certain other provisions of the Plan.
 
We are now asking our stockholders to approve an amendment to the Plan to (1) extend the term of the plan by an additional year, through December 9, 2010; (2) provide for the addition of 10,000,000 shares to cover awards under the Plan through its amended term; (3) amend certain terms of the Plan related to non-employee director automatic option grants; (4) amend certain terms of the Plan to provide that stock options and stock appreciation rights may not be granted with an exercise price that is less than fair market value on the grant date thereof; and (5) amend the current terms of the Plan to eliminate the potential for deferred settlement of stock appreciation rights.
 
We believe that our ability to attract and retain qualified, high-performing employees is vital to our success and growth as a company. Equity compensation is also a very effective retention tool that encourages and rewards employee performance that aligns with stockholders’ interests.
 
Proposal No. 3 must be approved by a majority of the votes cast on the proposal. Abstentions and broker non-votes will not affect the outcome of the vote on this proposal.
 
This excerpt taken from the INTU DEF 14A filed Nov 1, 2007.
General
 
In October 2004, we asked our stockholders to approve the 2005 Equity Incentive Plan (the “Plan”), which we designed to reflect our commitment to having best practices in both compensation and corporate governance. At that time, we committed to submitting the Plan to our stockholders for re-approval on an annual basis. Annual approval gives our stockholders the opportunity to consider and review our equity compensation program each year and to vote on continuation of the plan. When originally approved in 2004, the Plan extended to December 9, 2006. In 2005, the stockholders approved an amendment to the Plan in order to (1) extend the term of the plan by an additional year, through December 9, 2007; (2) provide for the addition of 13,000,000 shares to cover awards under the Plan through its amended term; and (3) amend the cap on equity awards that can be granted at below fair market value (for example, restricted stock or RSUs) to allow that up to 50% of the equity awards made under the Plan each fiscal year can be below fair market value awards. In 2006, the stockholders approved an amendment to the Plan in order to (1) extend the term of the plan by an additional year, through December 9, 2008; and (2) provide for the addition of 10,000,000 shares to cover awards under the Plan through its amended term.
 
We are now asking our stockholders to approve an amendment to the Plan to (1) extend the term of the plan by an additional year, through December 9, 2009; and (2) provide for the addition of 10,000,000 shares to cover awards under the Plan through its amended term.
 
We believe that our ability to attract and retain qualified, high-performing employees is vital to our success and growth as a company. Equity compensation is also a very effective retention tool that encourages and rewards employee performance that aligns with stockholders’ interests.


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Proposal No. 3 must be approved by a majority of the votes cast on the proposal. Abstentions and broker non-votes will not affect the outcome of the vote on this proposal.
 
The Board of Directors recommends that you vote
FOR the amendment to the Intuit Inc. 2005 Equity Incentive Plan.
 
Approval of the amendment to the Plan enables Intuit to achieve the following objectives:
 
1. The continued ability of Intuit to offer stock-based incentive compensation to Intuit’s eligible employees and non-employee directors, while maintaining net annual dilution at less than 3% of total shares outstanding.  We are requesting approval of 10,000,000 additional shares for the Plan. The additional shares we are requesting should meet our annual needs, but not result in a share “burn rate” in excess of 3%. We are continually improving our use of equity awards to carefully manage this increasingly limited resource while providing for both grants to new hires and retention grants for current employees.
 
2. Furthering compensation and governance best practices through continuing use of the Plan.  The Plan prohibits stock option repricing and does not contain an evergreen feature (evergreen features provide for automatic replenishment of authorized shares available under an equity plan). In order to continue these best practices, we are requesting the term of the Plan be extended by one year, resulting in the ability to continue granting awards under the Plan through 2009.
 
This excerpt taken from the INTU DEF 14A filed Nov 3, 2006.
General
 
All share and per share amounts in this discussion reflect the two-for-one stock split effected on July 6, 2006.
 
In October 2004, we asked our stockholders to approve the 2005 Equity Incentive Plan (the “Plan”), which we designed to reflect our commitment to having best practices in both compensation and corporate governance. At that time, we committed to submitting the Plan to our stockholders for re-approval on an annual basis. Annual approval gives our stockholders the opportunity to consider and review our equity compensation program each year and to vote on continuation of the plan. The approval in 2004 covered the Plan to December 2006. In 2005, the stockholders approved an amendment to the Plan in order to (1) extend the term of the plan by an additional year, through December 9, 2007; (2) provide for the addition of 13,000,000 shares to cover awards under the Plan through its amended term; and (3) amend the cap on equity awards that can be granted at below fair market value (for example, restricted stock or RSUs) to allow that up to 50% of the equity awards made under the Plan each fiscal year can be below fair market value awards.
 
We are now asking our stockholders to approve an amendment to the Plan to (1) extend the term of the plan by an additional year, through December 9, 2008; and (2) provide for the addition of 10,000,000 shares to cover awards under the Plan through its amended term.
 
We believe that our ability to attract and retain qualified, high-performing employees is vital to our success and growth as a company. As described in the Compensation Committee Report beginning on page 18, equity compensation is also a very effective retention tool that encourages and rewards employee performance that aligns with stockholders’ interests.
 
The Board of Directors recommends that you vote
FOR the amendment to the Intuit Inc. 2005 Equity Incentive Plan.
 
Approval of the amendment to the Plan enables Intuit to achieve the following objectives:
 
  1.  The continued ability of Intuit to offer stock-based incentive compensation to Intuit’s eligible employees and non-employee directors, while maintaining net annual dilution at less than 3% of total shares outstanding. We are requesting approval of 10,000,000 additional shares for the Plan. The additional shares we are requesting should meet our annual needs, but not result in a share “burn rate” in excess of 3%. We are continually improving our use of equity awards to carefully manage this increasingly limited resource while providing for both grants to new hires and retention grants for current employees.
 
  2.  Furthering compensation and governance best practices through continuing use of the Plan. The Plan prohibits stock option repricing and does not contain an evergreen feature (evergreen features provide for automatic replenishment of authorized shares available under an equity plan). In order to continue these best practices, we are requesting the term of the Plan be extended by one year, resulting in the ability to continue granting awards under the Plan through 2008.
 
This excerpt taken from the INTU DEF 14A filed Nov 4, 2005.
General

In October 2004, we asked our stockholders to approve the 2005 Equity Incentive Plan (the “Plan”), which we designed to reflect our commitment to having best practices in both compensation and corporate governance. At that time, we committed to submitting the Plan to our stockholders for re-approval on an annual basis. Annual approval gives our stockholders the opportunity to consider and review our equity compensation program each year and to vote on continuation of the plan. The approval in 2004 covered the Plan to December 2006. We are now asking for our first annual re-approval, which will extend the Plan to December 2007.

We are asking our stockholders to approve an amendment to the Plan to (1) extend the term of the plan by an additional year, through December 9, 2007; (2) provide for the addition of 6,500,000 shares to cover awards under the Plan through its amended term; and (3) amend the existing 2,000,000-share cap on equity awards that can be granted at below fair market value (for example, restricted stock or restricted stock units) to allow that up to 50% of the equity awards granted under the Plan each fiscal year can be below fair market value awards.

We believe that our ability to attract and retain qualified, high-performing employees is vital to our success and growth as a company. As described in the Compensation Committee Report beginning on page 16, equity compensation is also a very effective retention tool that encourages and rewards employee performance that aligns with stockholders’ interests.

Approval of the amendment to the Plan enables Intuit to achieve the following objectives:

  1. The continued ability of Intuit to offer stock-based incentive compensation to Intuit’s eligible employees and non-employee directors, while maintaining net annual dilution at less than 3% of total shares outstanding. We are requesting approval of 6,500,000 additional shares for the Plan. The additional shares we are requesting should meet our annual needs, but not result in a share “burn rate” in excess of 3%. We are continually improving our use of stock options to carefully manage this increasingly limited resource while providing for both grants to new hires and retention grants for current employees.
 
  2. Furthering compensation and governance best practices through continuing use of the Plan. The Plan prohibits stock option repricing and does not contain an evergreen feature (evergreen features provide for automatic replenishment of authorized shares available under an equity plan). In order to continue these best practices, we are requesting the term of the Plan be extended by one year, resulting in the ability to continue granting awards under the Plan through 2007.
 
  3. The ability to use various equity vehicles, including restricted stock or restricted stock units, provides competitive advantage. The Plan currently allows us to grant a limited number of below fair market value awards such as restricted stock and stock unit awards. To date we have granted restricted stock and restricted stock units only to our CEO and senior executives. In fiscal 2005, we

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  granted our CEO restricted stock units that will vest only if performance goals are achieved. This amendment would expand the amount of below fair market value awards that could be granted beyond the existing 2,000,000-share limit, which provides Intuit with flexibility to modify our equity compensation from predominantly stock options to other types of awards, should that become appropriate in light of stock option expensing and our competitors’ equity compensation practices.

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