UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM i 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)
i NUTANIX, INC.
(Exact name of registrant as specified in its charter)
|
i Delaware
|
|
|
|
i 27-0989767
|
|
(State or other jurisdiction of
incorporation)
|
|
(Commission File Number)
|
|
(IRS Employer
Identification No.)
|
i 1740 Technology Drive, i Suite 150
i San Jose, i California i 95110
(Address of principal executive offices, including zip code)
( i 408) i 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):
i ☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i ☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i ☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i ☐
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
|
i Class A Common Stock, $0.000025 par value per share
|
|
i NTNX
|
|
i 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 i ☐
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.
Appointment of Mark Templeton to the Board of Directors
On and effective as of
July 24, 2023, the Board of Directors (the
“Board”) of Nutanix, Inc. (the
“Company”), upon recommendation of the
Board’s Nominating and Corporate Governance Committee, approved an increase in the size of the Board from eight to nine members and appointed Mark Templeton as a Class I director. Mr. Templeton has not been named to any committee of the Board at this
time. Based on the Board’s review of Mr. Templeton's independence and the Board’s consideration of whether Mr. Templeton (i) meets the objective tests for independence set forth in the listing rules of The Nasdaq Stock Market LLC and (ii) has a
material relationship with
the Company that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, the Board determined that Mr. Templeton is an independent director. There is no arrangement or
understanding between Mr. Templeton and any other persons pursuant to which Mr. Templeton was selected as a director. Other than as disclosed herein, Mr. Templeton does not have any direct or indirect material interest in any transaction required to
be disclosed pursuant to Item 404(a) of Regulation S-K.
Mr. Templeton will receive the standard cash compensation and equity awards provided to
the Company’s non-employee directors for their
service pursuant to
the Company’s Second Amended and Restated Outside Director Compensation Policy, a copy of which was filed as Exhibit 10.2 to
the Company’s Annual Report on Form 10-K for the fiscal year ended
July 31, 2021 filed with the
Securities and Exchange Commission (the
“SEC”) on
September 21, 2021, as amended. Historical director compensation arrangements pursuant to such policy are described under
“Director Compensation” in
the Company’s definitive proxy statement on
Schedule 14A filed with the Securities and Exchange Commission on
October 24, 2022. In addition, Mr. Templeton has entered into
the Company’s standard form of indemnification agreement for directors and executive officers, which was filed as Exhibit
10.1 to
the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended
April 30, 2021 filed with the SEC on
June 3, 2021.
The information in
Exhibit 99.1 attached to this Form 8-K shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended, or
incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| |
Exhibit
Number
|
Description
|
| |
|
|
| |
|
|
| |
|
|
| |
104
|
Cover Page Interactive Data File (embedded within the Inline XBRL document)
|
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.
|
| |
|
|
| |
|
|
|
|
By:
|
|
| |
|
|
| |
|
Chief Legal Officer
|
