Nutanix Inc

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

Proposal 1: Election of Three Class I and Three Class II Directors (See Page 20)

Our Board Recommends a VOTE FOR Max de Groen, Steven J. Gomo, and Mark Templeton as Class I Directors and Craig Conway, Virginia Gambale, and Brian Stevens as Class II Directors

Nominees

Our Class I directors currently consist of Max de Groen, Steven J. Gomo, and Mark Templeton, and our Class II directors currently consist of Craig Conway, Virginia Gambale, and Brian Stevens. Mr. de Groen, Mr. Gomo, and Mr. Templeton have each been nominated to continue to serve as Class I directors, and each of them has agreed to stand for re-election at the Annual Meeting. Mr. Conway, Ms. Gambale, and Mr. Stevens have each been nominated to continue to serve as Class II directors, and each of them has agreed to stand for re-election at the Annual Meeting. The following provides summary information about each Class I and Class II director nominee.

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Corporate Governance Highlights

Our Board believes that it is in the best interests of our company and our stockholders to re-elect each Class I and Class II director nominee to a one-year term. Accordingly, our Board unanimously recommends stockholders voteFOR the election of each Class I and Class II director nominee at the Annual Meeting.

The election of each Class I and Class II director nominee requires that the number of shares votedFOR the nominee’s election exceeds the number of votes castAGAINST such nominee’s election.

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Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm (See Page 29)

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, 2025, 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, 2023 and 2024.

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, 2025. Accordingly, our Board unanimously recommends a voteFOR the approval of the ratification of our auditors.

Approval of Proposal 2 requiresFOR 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 2, but abstentions will have the same effect as a voteAGAINST the proposal.

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Proposal 3: Advisory Vote to Approve the Compensation of Our Named Executive Officers (See Page 34)

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.

The say-on-pay vote is advisory, and therefore not binding on us. The say-on-pay vote will, however, provide 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 voteFOR the approval of the compensation of our named executive officers (“NEOs”).

Approval of Proposal 3 requiresFOR 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 voteAGAINST the proposal.

Proposal 4: Advisory Vote on the Frequency of Future Stockholder Advisory Votes to Approve the Compensation of Our Named Executive Officers (See Page 72)

Our Board Recommends a VOTE FOR ONE YEAR on this Proposal 4.

Our stockholders have the right to indicate their preference at least once every six years regarding how frequently we should solicit an advisory vote on the compensation of our NEOs as disclosed in our proxy statement. Accordingly, we are asking our stockholders to indicate whether they would prefer an advisory say-on-pay vote every one, two or three years. Alternatively, stockholders may abstain from casting votes.

After careful consideration, our Board has determined that continuing to hold an advisory say-on-pay vote annually is the most appropriate frequency for us, and therefore our Board unanimously recommends a vote forONE YEAR.

The alternative among one year, two years or three years that receives the highest number of votes from the holders of the shares present at the Annual Meeting or represented by proxy thereat and entitled to vote on the proposal will be deemed to be the frequency preferred by our stockholders. Abstentions and broker non-votes will have no effect on this proposal.

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