Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Amendment to Non-Employee Director Compensation Program

On January 20, 2022, Intuit's Board of Directors approved an amended Non-Employee Director Compensation Program, effective January 20, 2022, and attached to this Report as Exhibit 99.01.

ITEM 5.07 Submission of Matters to a Vote of Security Holders.

(a)Intuit's Annual Meeting of Stockholders was held on January 20, 2022.

(b) At the meeting, stockholders: 1.Elected twelve persons to serve as directors of Intuit; 2.Approved, on an advisory basis, Intuit's executive compensation; 3.Ratified the selection of Ernst & Young LLP to serve as the independent registered public accounting firm for the fiscal year ending July 31, 2022; and 4.Approved the Company's Amended and Restated 2005 Equity Incentive Plan..

Set forth below, with respect to each such matter, are the number of votes cast for or against, the number of abstentions and the number of broker non-votes.

1.Election of Directors.


        Nominee               For           Against          Abstain       Broker Non-Votes
 Eve Burton              224,307,755        867,250         142,576        17,490,665
 Scott D. Cook           223,949,094      1,243,484         125,003        17,490,665
 Richard L. Dalzell      224,412,085        753,790         151,706        17,490,665
 Sasan K. Goodarzi       224,267,279        928,420         121,882        17,490,665
 Deborah Liu             224,347,878        828,259         141,444        17,490,665
 Tekedra Mawakana        224,365,551        805,041         146,989        17,490,665
 Suzanne Nora Johnson    217,029,400      7,910,893         377,288        17,490,665
 Dennis D. Powell        212,503,968     11,034,436       1,779,177        17,490,665
 Brad D. Smith           222,762,507      2,424,409         130,665        17,490,665
 Thomas Szkutak          224,351,024        790,239         176,318        17,490,665
 Raul Vazquez            224,414,432        751,094         152,055        17,490,665
 Jeff Weiner             224,449,530        716,825         151,226        17,490,665

2.Advisory vote to approve executive compensation.

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                 For            Against         Abstain      Broker Non-Votes
            206,002,058      19,120,718       194,805        17,490,665

3.Ratification of selection of Ernst & Young LLP to serve as independent registered public accounting firm for the fiscal year ending July 31, 2022.


                 For            Against         Abstain      Broker Non-Votes
            230,804,236      11,542,670       461,340                 -

4. Approval of the Company's Amended and Restated Equity Incentive Plan.


      For            Against         Abstain      Broker Non-Votes

202,596,241 22,553,235 168,105 17,490,665




ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
     99.01+              Amended Non-Employee Director Compensation Program, effective January
                       20, 2022
      104              Cover Page Interactive Data File (the cover page XBRL tags are embedded
                       within the inline XBRL document)


+   Indicates a management contract or compensatory plan or arrangement.

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