NTNX DEF 14A DEF-14A Report Dec. 9, 2022 | Alphaminr
Nutanix, Inc.
ALPHAMINR

NTNX DEF 14A Report ended Dec. 9, 2022

NUTANIX, INC.
TABLE OF CONTENTS
PROXY STATEMENTPROXY VOTING ROADMAPCORPORATE GOVERNANCEBoard of Directors and Its CommitteesEnvironmental, Social, and GovernanceNominations Process and Director QualificationsProposal 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 DirectorsProposal 2: Approval of Amendment and Restatement of Amended and Restated Certificate of Incorporation to Eliminate Supermajority Voting RequirementsProposal 3: Approval of Amendment and Restatement of Amended and Restated Certificate of Incorporation to Eliminate Inoperative Provisions and Update Certain Other Miscellaneous ProvisionsProposal 4: Election of DirectorsDirector CompensationCertain Relationships and Related Party TransactionsAUDIT COMMITTEE MATTERSProposal 5: Ratification of Selection of Independent Registered Public Accounting FirmReport of the Audit CommitteeEXECUTIVE OFFICERSEXECUTIVE COMPENSATIONProposal 6: Advisory Vote to Approve the Compensation of Our Named Executive OfficersCompensation Discussion and AnalysisExecutive Compensation TablesEmployment ArrangementsCEO Pay RatioEquity Compensation Plan InformationADDITIONAL PROPOSALSProposal 7: Approval of Amendment and Restatement of Amended and Restated 2016 Employee Stock Purchase PlanSTOCK OWNERSHIP INFORMATIONSecurity Ownership of Certain Beneficial Owners and ManagementOTHER MATTERSQUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETINGAPPENDIX A Key Performance Measures and Non-GAAP Financial Measures A-1APPENDIX B Proposed Amended & Restated Certificate of Incorporation B-1APPENDIX C Proposed Amended & Restated 2016 Employee Stock Purchase Plan C-1