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MarketScreener Homepage  >  Equities  >  Nasdaq  >  Nutanix, Inc.    NTNX

NUTANIX, INC.

(NTNX)
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Nutanix : Proxy Statement (definitive)

10/26/2020 | 03:15pm EST

TABLE OF CONTENTS

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant

Filed by a Party other than the Registrant

Check the appropriate box:

  • Preliminary Proxy Statement
  • Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
  • Definitive Proxy Statement
  • Definitive Additional Materials
  • Soliciting Material Pursuant to § 240.14a-12

NUTANIX, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box)

  • No fee required.
  • Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
    1. Title of each class of securities to which transaction applies:
    2. Aggregate number of securities to which transaction applies:
    3. Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth theamount on which the filing fee is calculated and state how it was determined):
    4. Proposed maximum aggregate value of transaction:
    5. Total fee paid:
  • Fee paid previously with preliminary materials.
  • Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for whichthe offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
    1. Amount Previously Paid:
    2. Form, Schedule or Registration Statement No.:
    3. Filing Party:

4. Date Filed:

TABLE OF CONTENTS

1740 Technology Drive, Suite 150

San Jose, California 95110

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On December 11, 2020 at 9:00 a.m., Pacific Time

To the Stockholders of Nutanix, Inc.:

On behalf of our board of directors, it is our pleasure to invite you to attend the 2020 annual meeting of stockholders (including any adjournment or postponement thereof, the "Annual Meeting") of Nutanix, Inc., a Delaware corporation. The Annual Meeting will be held virtually, via live webcast at www.virtualshareholdermeeting.com/NTNX2020, originating from San Jose, California, on Friday, December 11, 2020 at 9:00 a.m., Pacific Time, and, for the following purposes, as more fully described in the accompanying proxy statement:

  1. To elect three Class I directors, Susan L. Bostrom, Steven J. Gomo, and Max de Groen, to serve until the annual meeting of stockholders to take place after the end of the fiscal year ending July 31, 2023.
  2. To ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for
    the fiscal year ending July 31, 2021.
  3. To approve, on a non-binding advisory basis, the compensation of our Named Executive Officers.
  4. To conduct any other business properly brought before the meeting.
    These items of business are more fully described in the proxy materials accompanying this notice.

The record date for the Annual Meeting (the "Record Date") is October 13, 2020. Only stockholders of record of

our Class A common stock and Class B common stock at the close of business on the Record Date may vote at

the Annual Meeting.

On or about October 26, 2020, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials (the "Notice"), containing instructions on how to access our proxy statement and annual report. The Notice provides instructions on how to vote via the Internet or by telephone and includes instructions on how to receive a paper copy of our proxy materials by mail. The accompanying proxy statement and our annual report can be accessed directly at the following Internet address: www.proxyvote.com. You will be asked to enter the sixteen-digit control number located on your Notice or proxy card.

By Order of the Board of Directors

Dheeraj Pandey

Chief Executive Officer & Chairman

San Jose, California

October 26, 2020

You are cordially invited to attend the virtual Annual Meeting. YOUR VOTE IS IMPORTANT. Whether or not you expect to attend the Annual Meeting, you are urged to vote and submit your proxy by following the voting procedures described in the proxy card. Even if you have voted by proxy, you may still vote during the Annual Meeting. Please note, however, that if your shares are held of record by a broker, bank or other agent and you wish to vote during the Annual Meeting, you must follow the instructions from your broker, bank or other agent.

TABLE OF CONTENTS

TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT PROXY MATERIALS AND VOTING

2

CORPORATE GOVERNANCE AT NUTANIX

7

Board of Directors and Its Committees

7

Nominations Process and Director Qualifications

11

Proposal No. 1 Election of Directors

13

Director Compensation

17

Certain Relationships and Related Party Transactions

19

AUDIT COMMITTEE MATTERS

21

Proposal No. 2 Ratification of Selection of Independent Registered Public Accounting Firm

21

Report of the Audit Committee

23

OUR EXECUTIVE OFFICERS

24

EXECUTIVE COMPENSATION

25

Proposal No. 3 Non-Binding Advisory Vote on the Compensation of Our Named Executive Officers

25

Compensation Discussion and Analysis

26

Report of the Compensation Committee

40

Executive Compensation Tables

41

Employment Arrangements

45

Equity Compensation Plan Information

50

STOCK OWNERSHIP INFORMATION

51

Security Ownership of Certain Beneficial Owners and Management

51

Section 16(a) Beneficial Ownership Reporting Compliance

54

OTHER MATTERS

55

i

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

Nutanix Inc. published this content on 26 October 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 October 2020 20:14:08 UTC


© Publicnow 2020
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