Nutanix Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect eight nominees—Eric K. Brandt, Max de Groen, Virginia Gambale, Steven J. Gomo, Greg Lavender, Rajiv Ramaswami, Gayle Sheppard, and Mark Templeton—to one-year terms expiring at the 2027 annual meeting.

2. 2

   Ratification of Selection of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for Fiscal Year 2027

   ManagementBoard: FOR

   Ratify the Audit Committee’s selection of Deloitte & Touche LLP as Nutanix’s independent registered public accounting firm for the fiscal year ending July 31, 2027.

3. 3

   Advisory Vote to Approve the Compensation of Our Named Executive Officers

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, the compensation paid to Nutanix’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis, compensation tables, and accompanying narrative disclosures.

   More detail

   Proposal 3 asks stockholders to approve, on a non-binding advisory basis, the compensation paid to Nutanix’s named executive officers. The resolution covers the compensation disclosures required under SEC rules, including the Compensation Discussion and Analysis, compensation tables, and related narrative disclosures. The vote is intended to address the overall compensation program rather than any specific pay element or individual executive. Management states that the program is designed to attract, motivate, and retain qualified leaders in a highly competitive technology industry. The program emphasizes equity awards, including time-based restricted stock units and performance-based restricted stock units, to align executive interests with long-term stockholder value. Fiscal 2026 annual incentive payouts were tied primarily to annual recurring revenue and non-GAAP operating income and resulted in formulaic payouts of 99.7% of target opportunities. The company also reports that fiscal 2025 say-on-pay support was approximately 92%, after approximately 73% support in 2024, and says the Compensation Committee considers voting results and stockholder feedback. The Board believes the compensation program appropriately aligns management incentives with business performance and long-term value creation. It therefore recommends a FOR vote, while acknowledging that the advisory result is non-binding but will inform future Compensation Committee decisions.

4. 4

   Approval of an Amendment to the Amended and Restated 2016 Equity Incentive Plan to Increase the Share Reserve

   ManagementBoard: FOR

   Approve an amendment to increase the number of Class A common shares available for future awards under the Amended and Restated 2016 Equity Incentive Plan by 7,000,000 shares, with no other material plan provisions amended.

   More detail

   Proposal 4 asks stockholders to approve a 7,000,000-share increase in the reserve of Nutanix’s Amended and Restated 2016 Equity Incentive Plan. The amendment would not materially change other plan provisions, and existing awards would remain unaffected if approval is withheld. Management is seeking the increase because equity awards are a central component of recruiting, retaining, and incentivizing employees in a competitive technology and AI-focused labor market. The requested reserve is intended to support anticipated new-hire, promotion, retention, and annual refresh awards through at least the November 2027 grant cycle. The Compensation Committee considered projected award needs, hiring expectations, forfeitures, award mix, dilution, overhang, historical burn rate, plan duration, market practices, and investor feedback. As of the record date, 14,493,055 shares remained available, while approximately 9,941,608 shares were subject to outstanding awards. Approval would raise estimated total overhang from approximately 9.0% to approximately 11.5% and the additional shares would represent about 2.6% of outstanding Class A shares. Management emphasizes stockholder-friendly features, including no evergreen provision, conservative share recycling, no repricing without approval, no dividends on unvested awards, and limits on non-employee director compensation. The Board recommends FOR approval, arguing that the measured increase balances compensation flexibility and talent needs against dilution and responsible equity stewardship.

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When is the Nutanix Inc 2026 annual meeting?

Nutanix Inc (NTNX) holds its 2026 annual shareholder meeting on Friday, December 11, 2026.

What is the record date for the Nutanix Inc 2026 meeting?

The record date for the Nutanix Inc 2026 meeting is Tuesday, October 13, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Nutanix Inc's 2026 meeting?

The board is presenting 8 director nominees at the Nutanix Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Nutanix Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Nutanix Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.