--- schema_version: "secwatch.filing_event.v1" accession: "0000950170-22-026399" form_type: "8-K" ticker: "NTNX" cik: "0001618732" company_name: "Nutanix, Inc." filed_at: "2022-12-12T23:59:59+00:00" generated_at: "2026-06-21T06:09:41.146760+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.3 calibrated_materiality_score: 0.3 confidence: "high" source: SEC EDGAR --- # Nutanix shareholders approve charter amendments to declassify board and eliminate supermajority voting ## Summary - Proposal to declassify Board of Directors approved with ~158.8M for, 215K against; annual elections now effective. - Supermajority voting requirements eliminated, approved with ~158.7M for, 283K against. - Class III directors elected: David Humphrey, Rajiv Ramaswami, Gayle Sheppard; each received >145.8M votes. - Ratification of Deloitte as auditor for FY2023 approved with ~200.2M for. - Amended 2016 Employee Stock Purchase Plan approved with ~157.6M for. ## SEC filing metadata - accession: 0000950170-22-026399 - form_type: 8-K - ticker: NTNX - cik: 0001618732 - company_name: Nutanix, Inc. - filed_at: 2022-12-12T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.3 - calibrated_materiality_score: 0.3 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1618732/000095017022026399/0000950170-22-026399-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1618732/000095017022026399/ntnx-20221209.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000950170-22-026399 - JSON: https://secwatch.observer/filing/0000950170-22-026399.json - Plain text: https://secwatch.observer/filing/0000950170-22-026399.txt ## Key facts - Governance Changes Nutanix, Inc.: Stockholders approved amendments to declassify the Board of Directors, eliminate supermajority voting requirements, and eliminate inoperative provisions and update certain other miscellaneous provisions (effective 2022-12-09). - Change: charter amendment - Effective: 2022-12-09 source text: At the 2022 annual meeting of stockholders of Nutanix, Inc. (the “Company”) held on December 9, 2022 (the “2022 Annual Meeting”), the Company’s stockholders approved an amendment and restatement of the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to declassify the Company’s Board of Directors, eliminate supermajority voting requirements, and eliminate inoperative provisions and update certain other miscellaneous provisions (collectively, the “Charter Amendments”). evidence_url: https://www.sec.gov/Archives/edgar/data/1618732/000095017022026399/0000950170-22-026399-index.htm - Shareholder Votes Nutanix, Inc. shareholders approved Approval of Amendment and Restatement of Amended and Restated Certificate of Incorporation to Eliminate Supermajority Voting Requirements. - Proposal: charter amendment - Outcome: passed source text: 2. Proposal 2 – Approval of Amendment and Restatement of Amended and Restated Certificate of Incorporation to Eliminate Supermajority Voting Requirements . This proposal was approved as set forth below: For Against Abstain Broker Non-Votes 158,736,536 283,046 105,094 42,023,791 evidence_url: https://www.sec.gov/Archives/edgar/data/1618732/000095017022026399/0000950170-22-026399-index.htm - Shareholder Votes Nutanix, Inc. shareholders approved Approval of Amendment and Restatement of Amended and Restated Certificate of Incorporation to Eliminate Inoperative Provisions and Update Certain Other Miscellaneous Provisions. - Proposal: charter amendment - Outcome: passed source text: 3. Proposal 3 – Approval of Amendment and Restatement of Amended and Restated Certificate of Incorporation to Eliminate Inoperative Provisions and Update Certain Other Miscellaneous Provisions . This proposal was approved as set forth below: For Against Abstain Broker Non-Votes 158,820,812 198,393 105,471 42,023,791 evidence_url: https://www.sec.gov/Archives/edgar/data/1618732/000095017022026399/0000950170-22-026399-index.htm - Shareholder Votes Nutanix, Inc. shareholders approved Approval of Amendment and Restatement of Amended and Restated Certificate of Incorporation to Declassify the Board of Directors and Provide for the Annual Election of Directors. - Proposal: charter amendment - Outcome: passed source text: 1. Proposal 1 – Approval of Amendment and Restatement of Amended and Restated Certificate of Incorporation to Declassify the Board of Directors and Provide for the Annual Election of Directors . This proposal was approved as set forth below: For Against Abstain Broker Non-Votes 158,821,019 215,398 88,259 42,023,791 evidence_url: https://www.sec.gov/Archives/edgar/data/1618732/000095017022026399/0000950170-22-026399-index.htm - Shareholder Votes Nutanix, Inc. shareholders approved Ratification of Selection of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for Fiscal Year 2023. - Proposal: auditor ratification - Outcome: passed source text: 5. Proposal 5 – Ratification of Selection of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for Fiscal Year 2023 . This proposal was approved as set forth below: For Against Abstain 200,209,231 568,558 370,678 evidence_url: https://www.sec.gov/Archives/edgar/data/1618732/000095017022026399/0000950170-22-026399-index.htm - Shareholder Votes Nutanix, Inc. shareholders approved Election of Three Class III Directors at the 2025-07-31 meeting. - Proposal: director election - Outcome: passed - Meeting: 2025-07-31 source text: 4. Proposal 4 – Election of Three Class III Directors . The Company’s stockholders elected the following Class III director nominees to serve until the annual meeting of stockholders to take place after the end of the fiscal year ending July 31, 2025, and until their respective successors are duly elected and qualified: Nominee For Against Abstain Broker Non-Votes David Humphrey 145,871,357 13,091,270 162,049 42,023,791 Rajiv Ramaswami 157,761,811 1,202,146 160,719 42,023,791 Gayle Sheppard 156,887,270 2,092,811 144,595 42,023,791 evidence_url: https://www.sec.gov/Archives/edgar/data/1618732/000095017022026399/0000950170-22-026399-index.htm - Shareholder Votes Nutanix, Inc. shareholders approved Non-Binding Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers. - Proposal: say on pay - Outcome: passed source text: 6. Proposal 6 – Non-Binding Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers . This proposal was approved as set forth below: For Against Abstain Broker Non-Votes 151,643,400 7,039,424 441,852 42,023,791 evidence_url: https://www.sec.gov/Archives/edgar/data/1618732/000095017022026399/0000950170-22-026399-index.htm - Shareholder Votes Nutanix, Inc. shareholders approved Approval of Amendment and Restatement of Amended and Restated 2016 Employee Stock Purchase Plan. - Proposal: equity plan - Outcome: passed source text: 7. Proposal 7 – Approval of Amendment and Restatement of Amended and Restated 2016 Employee Stock Purchase Plan . This proposal was approved as set forth below: For Against Abstain Broker Non-Votes 157,588,058 1,152,157 384,461 42,023,791 evidence_url: https://www.sec.gov/Archives/edgar/data/1618732/000095017022026399/0000950170-22-026399-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.