Nutanix (NTNX) Proxy filing summary

Executive summary

• FY26 revenue $2.85B, up 12% YoY; ARR $2.55B, up 16%; free cash flow $841M, with a 29% margin and a third consecutive year meeting the Rule of 40. More than 3,000 customers added.

• FY27 priorities include infrastructure modernization, hybrid cloud, Kubernetes-based applications, and secure enterprise AI adoption; hardware pricing and longer partner lead times weighed on customer budgets and project timelines in FY26.

Voting matters and shareholder proposals

• Dec. 11, 2026 virtual annual meeting; Oct. 13 record date, with 272,732,283 Class A shares entitled to vote. The Board recommends FOR all four proposals.

• Proposal 1: re-elect eight directors for one-year terms; Craig Conway will not stand for re-election, and the authorized Board size will fall from nine to eight.

• Proposal 2: ratify Deloitte & Touche LLP as auditor for FY27; Proposal 3: advisory approval of named executive compensation.

• Proposal 4: add 7,000,000 shares to the 2016 Equity Incentive Plan reserve, intended to support awards through at least the November 2027 refresh cycle; estimated overhang would rise to 11.5%.

Board of directors and corporate governance

• Seven of eight director nominees are independent; Virginia Gambale is independent Board Chair. The Board is declassified, with annual elections and one-year director terms.

• Uncontested director elections use majority voting; directors who fall short tender an irrevocable resignation offer, which the Board accepts absent a compelling reason.

• The four Board committees are composed entirely of independent directors; annual Board and committee self-assessments use external counsel, questionnaires, and confidential director interviews.

• Stockholder feedback informed Board declassification; Bain Capital no longer has director nomination rights following its note conversion and subsequent share dispositions.