Nutanix, Inc.
For the period ended Dec 12, 2025. Filed Oct 22, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 12, 2025 · Filed Oct 22, 2025
Contents
Proxy Voting Roadmap
This roadmap highlights certain information contained elsewhere in this proxy statement. This roadmap does not contain all of the information that you should consider, and we encourage you to read the entire proxy statement before voting.
Annual Meeting Information
| Time and Date | Virtual Meeting Site | Record Date |
|---|---|---|
| 9:00 a.m. Pacific TimeFriday, December 12, 2025 | www.virtualshareholdermeeting.com/NTNX2025 | October 14, 2025 |
Proposal 1: Election of Directors (See Page 19)
Our Board Recommends a VOTE FOR Each of the Nine Director Nominees.
Nominees
Nine candidates will stand for election or re-election as directors at the Annual Meeting, each for a one-year term
expiring at the 2026 annual meeting of stockholders. The nine director candidates are: Eric K. Brandt, Craig Conway, Max de Groen, Virginia Gambale, Steven J. Gomo, Greg Lavender, Rajiv Ramaswami, Gayle Sheppard, and Mark Templeton. The following provides summary information about each director nominee.
| Name · Age · AuditCommittee · CompensationCommittee · NominatingandCorporateGovernanceCommittee · Securityand PrivacyCommittee · Independent · Director Since | ||
|---|---|---|
| Eric K. Brandt | 63 | 2025 |
| Craig Conway | 71 | 2017 |
| Max de Groen | 40 | 2020 |
| Virginia Gambale | 66 | 2020 |
| Steven J. Gomo | 73 | 2015 |
| Greg Lavender | 65 | 2025 |
| Rajiv Ramaswami | 59 | 2020 |
| Gayle Sheppard | 71 | 2022 |
| Mark Templeton | 73 | 2023 |
| Chair | Member |
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Corporate Governance Highlights
| Board Composition | · | Eight out of our nine directors are independent. |
|---|---|---|
| · | Two out of our nine directors are women. | |
| Average Tenure | · | Average tenure of our Board is 4.5 years. |
| Independent Chair of our Board | · | We have an independent Chair of our Board. |
| Independent Board Committees | · | We have an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee, and a Security and Privacy Committee, each of which is composed entirely of independent directors. |
| Single Voting Class; One Share, One Vote | · | We have a single class of common stock with equal voting rights. |
| · | Each share of our Class A common stock is entitled to one vote. | |
| Declassified Board | · | Our board structure will be fully declassified commencing with the Annual Meeting. |
| Majority Voting Standard; Irrevocable Offer to Resign | · | Majority voting standard applies to uncontested director elections. |
| · | Directors tender an irrevocable offer to resign if they do not receive a majority vote and our Board will accept the offer to resign absent a compelling reason. | |
| No Supermajority Voting Requirements | · | Our certificate of incorporation and bylaws do not contain supermajority voting requirements. |
| Annual Board and Committee Self-Assessments | · | Our Board and its committees conduct annual self-assessments. |
| No “Poison Pill” | · | We do not have a stockholder rights plan, or “poison pill,” in place. |
| Annual Auditor Ratification | · | Stockholders have the opportunity to ratify the Audit Committee’s selection of our independent registered public accounting firm annually. |
| Executive Sessions | · | Non-employee directors regularly hold executive sessions without management present. |
| Stock Ownership Guidelines | · | Executive officers and non-employee directors are subject to stock ownership guidelines. |
Our Board believes that it is in the best interests of our company and our stockholders to elect or re-elect each director nominee to a one-year term. Accordingly, our Board unanimously recommends stockholders vote FOR the election of each director nominee at the Annual Meeting.
The election of each director nominee requires that the number of shares voted FOR the nominee’s election exceeds the number of votes cast AGAINST such nominee’s election. An ABSTAIN vote or a broker non-vote will have no effect on the outcome of the election.
| 08 | 2025 Proxy Statement |
Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm (See Page 33)
Our Board Recommends a VOTE FOR this Proposal 2.
The Audit Committee has re-appointed Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending July 31, 2026, and has further directed that management submit this selection for ratification by our stockholders at the Annual Meeting. Although ratification by our stockholders is not required by law, we have determined that it is good practice to request ratification of this selection by our stockholders. In the event that Deloitte & Touche LLP is not ratified by our stockholders, the Audit Committee will review its future selection of Deloitte & Touche LLP as our independent registered public accounting firm.
Principal Accountant Fees and Services
The following table provides the aggregate fees for services provided by Deloitte & Touche LLP for the fiscal years ended July 31, 2024 and 2025.
| Fiscal Year Ended July 31, | ||||
|---|---|---|---|---|
| 2024($) | 2025($) | |||
| Audit fees(1) | 4,067,700 | 4,395,000 | ||
| Audit-related fees(2) | — | — | ||
| Tax fees(3) | 759,821 | 701,771 | ||
| All other fees(4) | — | 38,769 | ||
| TOTAL FEES | 4,827,521 | 5,135,540 | ||
(1)
Consists of fees billed for professional services rendered in connection with the audit of our consolidated financial statements, including audited financial statements presented in our Annual Report on Form 10-K, review of the interim consolidated financial statements included in our quarterly reports and services normally provided in connection with regulatory filings.
(2)
Consists of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit fees.”
(3)
Consists of fees billed for professional services for tax compliance, tax advice, and tax planning. These services include assistance regarding federal, state, and international tax compliance.
(4)
Consists of fees outside of the categories noted above.
Our Board believes that it is in the best interests of our company and our stockholders to approve the ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending July 31, 2026. Accordingly, our Board unanimously recommends a vote FOR the approval of the ratification of our auditor.
Approval of Proposal 2 requires FOR votes from the holders of a majority in voting power of the shares present at the Annual Meeting or represented by proxy thereat and entitled to vote on the proposal. An ABSTAIN vote will have the same effect as a vote AGAINST the proposal. Because this is a routine proposal, we do not expect any broker non-votes on this proposal.
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Proposal 3: Advisory Vote to Approve the Compensation of Our Named Executive Officers (See Page 37)
Our Board Recommends a VOTE FOR this Proposal 3.
We endeavor to maintain sound governance standards consistent with our executive compensation policies and practices. The Compensation Committee evaluates our executive compensation program on a regular basis to ensure consistency with our short-term and long-term goals, given the dynamic nature of our business and the market in which we compete for executive talent.
Our executive compensation program is designed to attract, motivate, and retain highly qualified executive officers who drive our success and to align the interests of our executive officers with the long-term interests of our stockholders. The section “Compensation Discussion and Analysis” provides an overview of our executive compensation philosophy, the overall objectives of our executive compensation program, and each component of the program. In addition, we explain how and why the Compensation Committee arrived at the specific compensation policies and decisions involving our executive compensation program.
While the say-on-pay vote is advisory and non-binding, it will provide important information to us regarding stockholder sentiment about our executive compensation philosophy, policies, and practices, which the Compensation Committee will be able to consider when determining executive compensation for the remainder of the current fiscal year and beyond. Our Board believes that our executive compensation program was designed appropriately and is working to ensure management’s interests are aligned with our stockholders’ interests to support long-term value creation. Accordingly, our Board unanimously recommends a vote FOR the approval of the compensation of our named executive officers (“NEOs”).
Approval of Proposal 3 requires FOR votes from the holders of a majority in voting power of the shares present at the Annual Meeting or represented by proxy thereat and entitled to vote on the proposal. Broker non-votes will not be considered entitled to vote on this proposal, and therefore will not affect the outcome of Proposal 3, but abstentions will have the same effect as a vote AGAINST the proposal.
Proposal 4: Approval of Amendment and Restatement of 2016 Equity Incentive Plan (See Page 70)
Our Board Recommends a VOTE FOR this Proposal 4.
Purpose of the Proposal
We are seeking stockholder approval to amend and restate our 2016 Equity Incentive Plan, including to extend the term of the plan.
Our Board adopted the Amended and Restated 2016 Equity Incentive Plan on October 20, 2025, subject to stockholder approval at the Annual Meeting.
The existing plan is scheduled to expire on December 15, 2025.
Rationale for Approval
Equity awards are critical for recruiting and retaining top talent in a competitive industry.
Equity awards align employees' interests with those of stockholders through ownership.
We have managed our equity reserve responsibly, with a burn rate below 3% in fiscal year 2025.
Without stockholder approval, we may need to rely more heavily on less effective cash-based compensation.
| 10 | 2025 Proxy Statement |
New Share Reserve
We are requesting a new reserve of 19,500,000 shares under the amended and restated plan, which represents a substantial reduction from approximately 46,736,519 shares currently available under the existing plan.
Including the requested reserve, our overhang - including awards outstanding and available for issuance - would be 12.2% as of October 14, 2025.
Governance Enhancements and Stockholder-Favorable Best Practices Under the Restated Plan Design
Elimination of the annual evergreen feature that automatically increased the share reserve each year under the existing plan.
No liberal share recycling: shares used to pay the exercise price or withheld for taxes will not be available for future awards.
Stockholder approval is required for any exchange program or repricing.
No dividends or dividend equivalent rights will be paid on unvested awards.
Awards are generally non-transferable and subject to forfeiture under compensation recovery policies to the extent the awards are subject to recovery under those policies.
No automatic single trigger vesting in the event of a change in control.
The plan, as amended and restated, will continue to be administered by the Compensation Committee, which is composed entirely of independent directors.
Approval of Proposal 4 requires FOR votes from the holders of a majority in voting power of the shares present at the Annual Meeting or represented by proxy thereat and entitled to vote on the proposal. Broker non-votes will not be considered entitled to vote on this proposal, and therefore will not affect the outcome of Proposal 4, but abstentions will have the same effect as a vote AGAINSTthe proposal.
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