NUTANIX, INC. Item 3.03. Material Modification to Rights of Security Holders.
On
The conversion occurred pursuant to Article IV, Section 4.3(c)(2)(A) of the
Certificate of Incorporation, which provides that each share of Class B common
stock will automatically, without any further action, convert into one share of
Class A common stock upon the date specified by the affirmative vote of the
holders of at least sixty-seven percent of the outstanding shares of Class B
common stock, voting as a single class. Holders of at least sixty-seven percent
of the outstanding shares of Class B common stock acted by written consent in
lieu of a meeting to affirmatively vote for such conversion effective as of
In addition, in accordance with Article IV, Section 4.3(f) of the Certificate of
Incorporation, and as required by Section 243 of the General Corporation Law of
the
The conversion had the following effects, among others, on the holders of shares of Class B common stock:
Voting Power. Prior to the conversion, holders of shares of Class B common stock
were entitled to cast ten votes for each such share held by them on any matter
submitted to a vote of the Company's stockholders on which the holders of Class
B common stock are entitled to vote. As a result of the conversion, all former
holders of shares of Class B common stock are now holders of shares of Class A
common stock, which is entitled to one vote per share on any matter submitted to
a vote of the Company's stockholders on which the holders of Class A common
stock are entitled to vote. In addition, the provisions of the Certificate of
Incorporation and
Economic Interests. Because holders of shares of Class A common stock are entitled to the same economic interests to which former holders of shares of Class B common stock were entitled before the conversion, the conversion had no impact on the economic interests of former holders of shares of Class B common stock.
Capitalization. The conversion had no impact on the total number of the Company's outstanding shares of capital stock, as the shares of Class B common stock converted into an equivalent number of shares of Class A common stock.
Equity Incentive Plans. Upon the conversion, outstanding options that were previously denominated in shares of Class B common stock and issued under the Company's equity incentive plans remained unchanged, except that they now represent the right to receive shares of Class A common stock.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As described under Item 3.03, on
The foregoing description of the Certificate of Retirement is a summary only and is qualified in its entirety by reference to the full text of (i) the Certificate of Retirement, a copy of which is attached as Exhibit 3.1 hereto, and (ii) the Certificate of Incorporation, a copy of which is incorporated by reference herein as Exhibit 3.2 hereto, and both of which are incorporated by reference into this Item 5.03.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The information contained in Item 3.03 is incorporated herein by reference.
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Item 8.01. Other Events.
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Incorporated by Reference
Exhibit Number Exhibit Title Form File No. Exhibit Filing Filed
Date Herewith
3.1 Certificate of X
Retirement
3.2 Amended and Restated 10-Q 001-37883 3.1 12/8/2016
Certificate of
Incorporation
99.1 Press release issued by X
Nutanix, Inc. on January
4, 2022
104 Cover Page Interactive X
Data File (embedded
within the Inline XBRL
document)
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