8-K – 2025-12-15 – ntnx-20251212.htm

8-K

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported)
December 12, 2025
 
NUTANIX, INC.
(Exact name of registrant as specified in its charter)

Delaware

001-37883

27-0989767

(State or other jurisdiction of
incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 
1740 Technology Drive, Suite 150
San Jose , California 95110
(Address of principal executive offices, including zip code)
 
( 408 ) 216-8360
(Registrant’s telephone number, including area code)
 
Not Applicable
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading symbol(s)

 

Name of each exchange on which registered

Class A Common Stock, $0.000025 par value per share

 

NTNX

 

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 12, 2025, Nutanix, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”). At the 2025 Annual Meeting, the Company’s stockholders approved the amendment and restatement of the Company’s 2016 Equity Incentive Plan (the “Restated Plan”) which, among other things, extends the term of the plan, establishes a new fixed maximum aggregate share reserve of 19,500,000 shares (representing a reduction from the 46,736,519 shares available under the plan as of October 14, 2025), eliminates the annual evergreen feature that automatically increased the share reserve each year, and incorporates additional governance enhancements, including no liberal share recycling, no dividends or dividend equivalents on unvested awards, and no repricing or exchange without stockholder approval.
A description of the material terms of the Restated Plan is incorporated herein by reference to “Proposal 4 - Approval of Amendment and Restatement of 2016 Equity Incentive Plan” contained in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on October 22, 2025 (the “Proxy Statement”), which descriptions are incorporated herein by reference.
The foregoing descriptions of the Restated Plan are qualified in their entirety by reference to the full text of the Restated Plan, a copy of which is filed as Exhibit 10.1 to this Form 8-K and incorporated by reference herein.
 
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the 2025 Annual Meeting, the Company’s stockholders voted on four proposals. A description of each proposal was set forth in the Proxy Statement. The number of votes cast for and against, and the number of abstentions and broker non-votes, as applicable, with respect to each proposal are set forth below.
1. Proposal 1 – Election of Directors . The Company’s stockholders elected the following director nominees to serve until the annual meeting of stockholders to take place after the end of the fiscal year ending July 31, 2026, and until their respective successors are duly elected and qualified:

Nominee

For

Against

Abstain

Broker Non-Votes

Eric K. Brandt

193,310,158

15,171,301

4,797,973

33,092,719

Craig Conway

203,677,883

8,989,472

612,077

33,092,719

Max de Groen

212,468,298

496,053

315,081

33,092,719

Virginia Gambale

192,426,997

19,627,814

1,224,621

33,092,719

Steven J. Gomo

199,212,077

13,469,010

598,345

33,092,719

Greg Lavender

212,406,509

553,672

319,251

33,092,719

Rajiv Ramaswami

212,414,433

556,437

308,562

33,092,719

Gayle Sheppard

212,416,851

547,508

315,073

33,092,719

Mark Templeton

207,463,370

5,496,646

319,416

33,092,719

 
 
 
 

 

 

2. Proposal 2 – Ratification of Selection of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for Fiscal Year 2026 . The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending July 31, 2026:

For

Against

Abstain

243,469,662

2,414,394

488,095

3. Proposal 3 – Non-Binding Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers . The Company’s stockholders approved, on a non-binding advisory basis, the compensation of the Company’s Named Executive Officers:

For

Against

Abstain

Broker Non-Votes

195,879,369

16,799,490

600,573

33,092,719

4. Proposal 4 – Vote to Approve the Amendment and Restatement of the Company's 2016 Equity Incentive Plan . The Company’s stockholders approved the amendment and restatement of the Company's 2016 Equity Incentive Plan:

For

Against

Abstain

Broker Non-Votes

162,639,231

50,040,183

600,018

33,092,719

No other matters were submitted for stockholder action at the 2025 Annual Meeting.
 
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.

Exhibit Number

Description

10.1

Nutanix, Inc. Amended and Restated 2016 Equity Incentive Plan
 

104

 

Cover Page Interactive Data File (formatted as inline XBRL)
 

 

 

 

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

NUTANIX, INC.

 

 

 

Date: December 15, 2025

By:

/s/ Brian Martin

 

 

Brian Martin

 

 

Chief Legal Officer