UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the 2023 annual meeting of stockholders of Nutanix, Inc. (the “Company”) held on December 8, 2023 (the “2023 Annual Meeting”), the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to provide for the exculpation of certain of the Company’s officers from liability in specific circumstances, as permitted by Delaware law (the “Charter Amendment”). A description of the Charter Amendment was set forth in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on October 23, 2023. The Charter Amendment became effective upon the filing of a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on December 8, 2023 (the “Certificate of Amendment”).
The foregoing description of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the 2023 Annual Meeting, the Company’s stockholders voted on four proposals. A description of each proposal was set forth in the Company’s definitive proxy statement on Schedule 14A filed with the SEC on October 23, 2023. 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.
Nominee |
For |
Against |
Abstain |
Broker Non-Votes |
Max de Groen |
166,438,787 |
8,180,427 |
122,249 |
41,114,195 |
Steven J. Gomo |
148,437,274 |
26,197,800 |
106,389 |
41,114,195 |
Mark Templeton |
172,793,844 |
1,830,515 |
117,104 |
41,114,195 |
For |
Against |
Abstain |
214,165,216 |
1,284,356 |
406,086 |
For |
Against |
Abstain |
Broker Non-Votes |
163,801,076 |
10,757,693 |
182,694 |
41,114,195 |
For |
Against |
Abstain |
Broker Non-Votes |
156,168,397 |
18,279,548 |
293,518 |
41,114,195 |
No other matters were submitted for stockholder action at the 2023 Annual Meeting.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number |
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Description |
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Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Nutanix, Inc.
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104 |
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Cover Page Interactive Data File (formatted as inline XBRL)
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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.
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NUTANIX, INC. |
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Date: December 12, 2023 |
By: |
/s/ Tyler Wall |
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Tyler Wall |
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Chief Legal Officer |