Nutanix : Proxy Statement (definitive)

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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.:
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4. Date Filed:

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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.

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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

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