Nutanix, Inc.
For the period ended Dec 11, 2026. Filed Oct 20, 2026.
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 11, 2026 · Filed Oct 20, 2026
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 11, 2026 | www.virtualshareholdermeeting.com/NTNX2026 | October 13, 2026 |
Proposal 1: Election of Directors (See Page 20)
Our Board Recommends a VOTE FOR Each of the Eight Director Nominees.
Nominees
Eight candidates will stand for re-election as directors at the Annual Meeting, each for a one-year term
expiring at the 2027 annual meeting of stockholders. The eight director candidates are: Eric K. Brandt, Max de Groen, Virginia Gambale, Steven J. Gomo, Greg Lavender, Rajiv Ramaswami, Gayle Sheppard, and Mark Templeton. Craig Conway will not stand for re-election at the Annual Meeting. The following provides summary information about each director nominee.
| Name · Age · AuditCommittee · CompensationCommittee · NominatingandCorporateGovernanceCommittee · Securityand PrivacyCommittee · Independent · Director Since | ||
|---|---|---|
| Eric K. Brandt | 64 | 2025 |
| Max de Groen | 41 | 2020 |
| Virginia Gambale | 67 | 2020 |
| Steven J. Gomo | 74 | 2015 |
| Greg Lavender | 66 | 2025 |
| Rajiv Ramaswami | 60 | 2020 |
| Gayle Sheppard | 72 | 2022 |
| Mark Templeton | 74 | 2023 |
| Chair | Member |
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Corporate Governance Highlights
| Board Composition | · | Seven out of our eight director nominees are independent. |
|---|---|---|
| · | Two out of our eight director nominees are women. | |
| Average Tenure | · | Average tenure of our Board is 5.5 years, inclusive of all current directors. |
| 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 is fully declassified. |
| 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 as part of an ongoing process to evaluate effectiveness, Board composition, committee performance and areas for continued improvement. |
| 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 re-elect each director nominee to a one-year term. Accordingly, our Board unanimously recommends stockholders vote FOR the re-election of each director nominee at the Annual Meeting.
The re-election of each director nominee requires that the number of shares voted FOR the nominee’s re-election exceeds the number of votes cast AGAINST such nominee’s re-election. An ABSTAIN vote or a broker non-vote will have no effect on the outcome of the election.
| 08 | 2026 Proxy Statement |
Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm (See Page 34)
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, 2027, 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, 2025 and 2026.
| Fiscal Year Ended July 31, | ||||
|---|---|---|---|---|
| 2025($) | 2026($) | |||
| Audit fees(1) | 4,395,000 | 4,465,000 | ||
| Audit-related fees(2) | — | — | ||
| Tax fees(3) | 701,771 | 860,418 | ||
| All other fees(4) | 38,769 | — | ||
| TOTAL FEES | 5,135,540 | 5,325,418 | ||
(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, 2027. 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 38)
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 an Amendment to the Amended and Restated 2016 Equity Incentive Plan to Increase the Share Reserve (See Page 74)
Our Board Recommends a VOTE FOR this Proposal 4.
Purpose of the Proposal
We are seeking stockholder approval of an amendment to our Amended and Restated 2016 Equity Incentive Plan (the “Restated Plan”) that would increase the number of shares of our Class A common stock available for future awards by 7,000,000 shares (the “Amendment”). Other than the increase in the share reserve, no material provisions of the Restated Plan are being amended.
Based on the Compensation Committee’s recommendation, our Board adopted the Amendment on October 18, 2026, subject to stockholder approval at the Annual Meeting.
Rationale for Approval
Equity awards are an important component of our compensation program and support our ability to recruit, incentivize and retain employees in a highly competitive market.
Equity awards align employees’ interests with those of stockholders through ownership and reward contributions to long-term performance and stockholder value creation.
We have managed our equity program responsibly, with a burn rate below 3% in fiscal years 2025 and 2026.
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Stockholders approved the Restated Plan in 2025. Since that approval, the Compensation Committee has continued to review the share reserve in light of anticipated equity needs and the timing of our annual grant cycles. Because our November 2026 annual refresh grants are expected to occur before stockholders vote on this proposal and the proposed increase is intended to provide capacity through at least our November 2027 annual refresh cycle, the Compensation Committee believes it is prudent to seek a measured increase at this time.
The Restated Plan includes a number of stockholder-friendly features, including: no annual evergreen provision, conservative share recycling, no repricing or exchange of awards without stockholder approval, no dividends on unvested awards, generally non-transferable awards, awards subject to our compensation recovery policy where applicable, and no automatic vesting of awards held by executives, employees or consultants solely upon a change in control unless an award is not assumed or substituted.
If stockholders do not approve the Amendment, the Restated Plan will remain in effect with its existing share reserve. However, our ability to continue making equity awards at anticipated levels could become constrained over time, which may require greater reliance on other forms of compensation, including cash-based compensation.
Share Reserve and Potential Dilution
As of the Record Date, approximately 9,941,608 shares were subject to outstanding equity awards and approximately 14,493,055 shares remained available for future awards under the Restated Plan. If the Amendment is approved, total overhang, defined as outstanding awards plus shares available for future awards divided by shares outstanding, would increase to approximately 11.5%.
Approval of Proposal 4 requires the affirmative vote of a majority of the voting power of the shares present at the Annual Meeting or represented by proxy and entitled to vote on the proposal. Broker non-votes will not affect the outcome of the proposal, and abstentions will have the same effect as votes AGAINSTthe proposal.
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