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

Appointment of Gayle Sheppard to the Board of Directors

On and effective as of January 28, 2022, the Board of Directors (the "Board") of Nutanix, Inc. (the "Company") approved an increase in the size of the Board from eight to nine members and appointed Gayle Sheppard as a Class III director. Ms. Sheppard has not been named to any committee of the Board at this time. Based on the Board's review of Ms. Sheppard's independence and the Board's consideration of whether Ms. Sheppard (i) meets the objective tests for independence set forth in the listing rules of The Nasdaq Stock Market LLC and (ii) has a material relationship with the Company that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, the Board determined that Ms. Sheppard is an independent director. There is no arrangement or understanding between Ms. Sheppard and any other persons pursuant to which Ms. Sheppard was selected as a director. Other than as disclosed herein, Ms. Sheppard does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Ms. Sheppard will receive the standard cash compensation and equity awards provided to the Company's non-employee directors for their service pursuant to the Company's Second Amended and Restated Outside Director Compensation Policy, which was filed as Exhibit 10.2 to the Company's Annual Report on Form 10-K for the fiscal year ended July 31, 2021 filed with the Securities and Exchange Commission (the "SEC") on September 21, 2021. In addition, Ms. Sheppard has entered into the Company's standard form of indemnification agreement for directors and executive officers, which was filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2021 filed with the SEC on June 3, 2021.

A copy of the Company's press release announcing Ms. Sheppard's appointment is attached hereto as Exhibit 99.1.

The information in Exhibit 99.1 attached to this Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits.


Exhibit
Number        Exhibit Title
  99.1          Press release issued by Nutanix, Inc. on January 31, 2022
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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