Governance

A strong commitment to good corporate governance is essential to how we build and maintain trust at Nutanix. It is a core component of doing the right thing for our investors, customers, and stakeholders. Our policies and practices aim to optimize operations while enhancing stakeholder confidence in our company.

Our Board of Directors operates under clear Corporate Governance Guidelines that provide the blueprint for board conduct and accountability, setting clear expectations for director responsibilities, qualifications, independence, and overall board function. This framework enables our decision-makers to focus on aligning strategic objectives with the interests of our stockholders and the broader stakeholder community. The standing committees of our Board of Directors – Audit, Compensation, Nominating and Corporate Governance, and Security and Privacy – oversee the integrity of our financial reporting, the alignment of our compensation and talent strategies, the strength of our governance framework, and our management of technology, information security, and privacy risks. This commitment to sound governance extends to every level of the company, with our Code of Business Conduct and Ethics setting the standard for all employees, officers, and directors. For more, go here.  

Our entire business is built on trust. Nutanix has established robust security, data protection, and privacy programs for keeping customer data safe. For more, go here.

Corporate Governance Highlights

Board Composition

Board Composition

Eight out of 9 directors are independent.

Independent Board Chair

Independent Board Chair

We have an independent Chair of our Board.

Independent Board Committees

Independent Board Committees

We have an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee, and a Security and Privacy Committee, each of which is composed entirely of independent directors.

Single Voting Class; One Share, One Vote

Single Voting Class; One Share, One Vote

We have a single class of common stock with equal voting rights Each share of our Class A common stock is entitled to one vote.

Majority Voting Standard; Irrevocable Offer to Resign

Majority Voting Standard; Irrevocable Offer to Resign

Majority voting standard applies to uncontested director elections Directors tender an irrevocable offer to resign if they do not receive majority vote and our Board will accept such offer to resign absent a compelling reason.

No Supermajority Voting Requirements

No Supermajority Voting Requirements

Our certificate of incorporation and bylaws do not contain supermajority voting requirements.

Declassification of the Board

Declassification of the Board

All our directors are elected for one-year terms.

Annual Board and Committee Self-Assessments

Annual Board and Committee Self-Assessments

Our Board and its committees conduct annual self-assessments.

No Poison Pill

No Poison Pill

We do not have a stockholder rights plan, or “poison pill,” in place.

Annual Auditor Ratification

Annual Auditor Ratification

Stockholders have the opportunity to ratify the Audit Committee’s selection of our independent registered public accounting firm annually.

Executive Sessions

Executive Sessions

Directors regularly hold executive sessions without management present.

Stock Ownership Guidelines

Stock Ownership Guidelines

Directors and executive officers are subject to stock ownership guidelines.

More information on our current Board committee composition can be found here.

©2025 Nutanix, Inc. All rights reserved. Nutanix, the Nutanix logo, and all Nutanix product and service names mentioned herein are registered trademarks or trademarks of Nutanix, Inc. in the United States and other countries. Other brand names mentioned herein are for identification purposes only and may be the trademarks of their respective holder(s). This report may contain links to external websites that are not part of Nutanix.com. Nutanix does not control these sites and disclaims all responsibility for the content or accuracy of any external site. Our decision to link to an external site should not be considered an endorsement of any content on such a site. Certain information contained in this report may relate to or be based on studies, publications, surveys and other data obtained from third-party sources and our own internal estimates and research. While we believe these third-party studies, publications, surveys and other data are reliable as of the date of this report, they have not been independently verified, and we make no representation as to the adequacy, fairness, accuracy, or completeness of any information obtained from third-party sources. Unless otherwise noted, all data provided in this report is for fiscal year 2024. Customer statements on results, benefits, savings or other outcomes depend on a variety of factors including their use case, individual requirements, and operating environments, and should not be construed to be a promise or obligation to deliver specific outcomes.

The information and opinions contained in this report are provided as of the date they are originally made and are subject to change without notice. Nutanix does not undertake to update or revise any such statements. This report is not intended to create legal rights or obligations. Inclusion of information in this report is not an indication that the subject or information is material in the context of the securities laws or any other laws of the United States or any other jurisdiction, or as these terms are used in the context of financial statements and financial reporting. The standards of measurement and performance contained in this report are developing and based on assumptions.

This report contains express and implied forward-looking statements, which involve substantial risks and uncertainties. Other than statements of historical fact, all statements contained in this report, including statements regarding our plans, initiatives, projections, targets, goals, commitments, expectations, or prospects, are forward-looking statements. The words “believe,” “may,” “will,” “potentially,” “estimate,” “continue,” “anticipate,” “plan,” “intend,” “could,” “would,” “expect,” “aspire,” or words or expressions of similar substance or the negative thereof, that convey the uncertainty of future events or outcomes are intended to identify forward-looking statements. You should not rely upon these forward-looking statements as predictions of future events. These forward-looking statements speak only as of the date they are originally made and are based on our current expectations only. These forward-looking statements are subject to numerous risks, uncertainties, and assumptions, including scientific or technological developments, regulatory and legislative changes, stakeholder engagement, global political, social and economic trends, evolving sustainability frameworks, and other unanticipated or subsequent developments as well as those described in our Annual Report on Form 10-K for the fiscal year ended July 31, 2025 and subsequent Quarterly Reports on Form 10-Q, each filed with the U.S. Securities and Exchange Commission. It is not possible for us to predict all risks, nor can we assess the impact of all factors or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained or implied in any forward-looking statements we may make in this report. These forward-looking statements are merely aspirational and, in light of these risks, uncertainties, and assumptions, we cannot guarantee that the future results, performance, or events and circumstances reflected in these statements will be achieved or will occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. We undertake no obligation, and expressly disclaim any obligation, to update, alter, or otherwise revise or publicly release the results of any revision to these forward-looking statements to reflect new information or the occurrence of unanticipated or subsequent events, except as required by law.

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