1 unchanged sentence
Evaluation of Disclosure Controls and Procedures
−Removed: Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended ("Exchange Act")) prior to the filing of this Annual Report on Form 10-K.
+Added: Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended ("Exchange Act")) prior to the filing of this Annual Report on Form 10-K.
Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this Annual Report on Form 10-K, our disclosure controls and procedures were, in design and operation, effective at the reasonable assurance level.
−Removed: Management’s Report on Internal Control over Financial Reporting
+Added: Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) and Rule 15d-15(f) of the Exchange Act.
31 unchanged sentences
Incorporated by Reference
−Removed: Number Exhibit Title Form File No.
−Removed: Exhibit Filing
+Added: Exhibit Title
Amended and Restated Certificate of Incorporation.
−Removed: 10-Q 001-37883 3.1 12/8/2016
Amended and Restated Bylaws.
−Removed: S-1/A 333-208711 3.4 5/27/2016
−Removed: 4.1 Amended and Restated Investors’ Rights Agreement, dated as of August 26, 2014, as amended, by and among the Registrant and certain of its stockholders.
−Removed: S-1 333-208711 4.1 12/22/2015
+Added: Amended and Restated Investors’
+Added: Rights Agreement, dated as of August 26, 2014, as amended, by and among the Registrant and certain of its stockholders.
Specimen Class A Common Stock Certificate of the Registrant.
−Removed: S-1/A 333-208711 4.2 4/4/2016
Form of Warrant to Purchase Shares of Capital Stock by and between the Registrant and certain of its investors.
−Removed: S-1 333-208711 4.3 12/22/2015
Indenture, dated as of January 22, 2018, by and between the Registrant and U.S.
Bank National Association and Form of 0% Convertible Senior Notes due 2023.
−Removed: 8-K 001-37883 4.1 1/23/2018
Description of Class A Common Stock.
−Removed: 10-K 001-37883 4.5 9/24/2019
−Removed: 10.1† Memorandum of Understanding by and between the Registrant and Flextronics Telecom Systems Limited, executed on March 13, 2017.
−Removed: 10-Q 001-37883 10.1 6/5/2019
+Added: Indenture, dated as of September 24, 2020, by and between the Registrant and U.S.
+Added: Bank National Association, as Trustee.
+Added: Form of 2.5% Convertible Senior Notes due 2026 (included in Exhibit 4.6)
Form of Indemnification Agreement by and between the Registrant and each of its directors and executive officers.
−Removed: S-1 333-208711 10.1 12/22/2015
+Added: Second Amended and Restated Outside Director Compensation Policy
2010 Stock Plan and forms of equity agreements thereunder.
−Removed: S-1/A 333-208711 10.2 8/16/2016
2011 Stock Plan and forms of equity agreements thereunder.
−Removed: S-1 333-208711 10.3 12/22/2015
2016 Equity Incentive Plan and forms of equity agreements thereunder.
−Removed: S-1/A 333-208711 10.4 9/19/2016
Amended and Restated 2016 Employee Stock Purchase Plan and forms of equity agreements thereunder.
−Removed: 10-Q 001-37883 10.1 3/5/2020
+Added: Executive Incentive Compensation Plan.
+Added: Form of Sales Incentive Plan by and between the Registrant and certain of its sales executives.
+Added: Offer Letter, dated as of December 7, 2020, by and between Nutanix, Inc.
+Added: and Rajiv Ramaswami.
Employment Agreement, dated as of February 26, 2015, by and between the Registrant and Dheeraj Pandey.
−Removed: S-1 333-208711 10.6 12/22/2015
Offer Letter, dated as of April 26, 2014, by and between the Registrant and Duston Williams.
−Removed: S-1 333-208711 10.7 12/22/2015
Offer Letter, dated as of October 17, 2011, by and between the Registrant and David Sangster.
−Removed: S-1 333-208711 10.11 12/22/2015
−Removed: 10.10+ Offer Letter, dated as of December 11, 2013, by and between the Registrant and Michael P.
−Removed: S-1 333-208711 10.12 12/22/2015
−Removed: 10.11+ Offer Letter, dated as of July 24, 2015, by and between the Registrant and John McAdam.
−Removed: S-1 333-208711 10.13 12/22/2015
−Removed: 10.12+ Executive Incentive Compensation Plan.
−Removed: S-1 333-208711 10.14 12/22/2015
−Removed: 10.13 Office Lease, dated as of August 5, 2013, as amended to date, by and between the Registrant and CA-1740 Technology Drive Limited Partnership.
−Removed: S-1/A 333-208711 10.15 8/16/2016
−Removed: 10.14 Office Lease, dated as of April 23, 2014, as amended to date, by and between the Registrant and CA-Metro Plaza Limited Partnership.
−Removed: S-1/A 333-208711 10.16 8/16/2016
+Added: Offer Letter, dated as of November 20, 2017, by and between the Registrant and Tyler Wall
+Added: Offer Letter, dated as of October 29, 2019, by and between the Registrant and Tarkan Maner.
+Added: Offer Letter, dated as of February 1, 2021, by and between the Registrant and Christopher Nicholas Kaddaras Jr.
+Added: Change of Control and Severance Policy.
+Added: Executive Severance Policy.
Original Equipment Manufacturer (OEM) Purchase Agreement, dated as of May 16, 2014, by and among the Registrant, Nutanix Netherlands B.V.
and Super Micro Computer Inc., as amended by Amendment One to Original Equipment Manufacturer (OEM) Purchase Agreement, dated as of November 13, 2017 and Amendment Two to Original Equipment Manufacturer (OEM) Purchase Agreement dated as of October 31, 2018.
−Removed: 10-Q 001-37883 10.2 6/5/2019
Amendment Two to Original Equipment Manufacturer (OEM) Purchase Agreement, dated as of October 31, 2018, by and between the Registrant and Super Micro Computer, Inc.
−Removed: 10-Q 001-37883 10.3 12/10/2018
−Removed: 10.17+ Change of Control and Severance Policy.
−Removed: S-1/A 333-208711 10.21 9/12/2016
−Removed: 10.18† Integration Services Agreement, dated as of May 19, 2016, by and among the Registrant, Nutanix Netherlands B.V., Avnet, Inc.
−Removed: and Avnet Europe Comm.
−Removed: S-1/A 333-208711 10.18 5/27/2016
−Removed: 10.19+ Amended and Restated Outside Director Compensation Policy.
−Removed: 10-Q 001-37883 10.4 12/10/2018
−Removed: 10.20+ Offer Letter, dated as of November 20, 2017, by and between the Registrant and Tyler Wall
−Removed: 10-Q 001-37883 10.1 3/15/2018
+Added: Participation Agreement to the Original Equipment Manufacturer Purchase Agreement, entered into as of September 26, 2019, by and between the Registrant, Nutanix Netherlands B.V.
+Added: and Super Micro Computer, Inc.
+Added: Amendment Three to Original Equipment Manufacturer (OEM) Purchase Agreement, dated as of December 20, 2020, by and between the Registrant and Super Micro Computer Inc.
+Added: Memorandum of Understanding by and between the Registrant and Flextronics Telecom Systems Limited, executed on March 13, 2017.
Manufacturing Services Agreement, by and among the Registrant, Nutanix Netherlands B.V.
and Flextronics Telecom Systems Limited, entered into on November 1, 2017, as amended by Amendment #1 to Manufacturing Services Agreement entered into on December 19, 2017.
−Removed: 10-Q 001-37883 10.3 6/5/2019
+Added: Amendment Four to the Manufacturing Services Agreement, entered into as of September 4, 2019, by and between the Registrant, Nutanix Netherlands B.V.
+Added: and Flextronics Telecom Systems Limited.
+Added: Amendment Five to Manufacturing Services Agreement, dated October 5, 2020, by and between the Registrant, Nutanix Netherlands B.V.
+Added: and Flextronics Telecom Systems, Ltd and its affiliates.
+Added: Office Lease, dated as of August 5, 2013, as amended to date, by and between the Registrant and CA-1740 Technology Drive Limited Partnership.
+Added: Office Lease, dated as of April 23, 2014, as amended to date, by and between the Registrant and CA-Metro Plaza Limited Partnership.
Sixth Amendment to the Office Lease dated as of January 29, 2018, by and between the Registrant and Hudson 1740 Technology, LLC.
−Removed: 10-Q 001-37883 10.1 6/12/2018
Seventh Amendment to the Office Lease dated as of April 4, 2018, by and between the Registrant and Hudson 1740 Technology, LLC.
−Removed: 10-Q 001-37883 10.2 6/12/2018
+Added: Eighth Amendment, dated as of November 23, 2020, by and between the Registrant and Hudson 1740 Technology, LLC.
Fourth Amendment to the Office Lease dated as of April 4, 2018, by and between the Registrant and Hudson Metro Plaza, LLC.
−Removed: 10-Q 001-37883 10.3 6/12/2018
Fifth Amendment to the Office Lease dated as of October 1, 2018, by and between the Registrant and Hudson Metro Plaza, LLC.
−Removed: 10-Q 001-37883 10.1 12/10/2018
Sixth Amendment to the Office Lease dated as of April 5, 2019, by and between the Registrant and Hudson Metro Plaza, LLC.
−Removed: 10-K 001-37883 10.28 9/24/2019
Seventh Amendment to the Office Lease dated as of April 25, 2019, by and between the Registrant and Hudson Metro Plaza, LLC.
−Removed: 10-K 001-37883 10.29 9/24/2019
+Added: Eighth Amendment to the Office Lease, dated as of September 17, 2019, by and between the Registrant and Hudson Metro Plaza, LLC.
+Added: Ninth Amendment, dated as of November 23, 2020, by and between the Registrant and Judson Metro Plaza, LLC.
Office Lease, dated as of April 4, 2018, by and between the Registrant and Hudson Concourse, LLC.
−Removed: 10-Q 001-37883 10.4 6/12/2018
First Amendment to the Office Lease dated as of September 5, 2018, by and between the Registrant and the Hudson Concourse, LLC.
−Removed: 10-K 001-37883 10.31 9/24/2019
Office Lease for 1741 Technology Dr., dated as of September 5, 2018, by and between the Registrant and Hudson Concourse, LLC.
−Removed: 10-Q 001-37883 10.2 12/10/2018
+Added: First Amendment to the Office Lease, dated as of October 22, 2019, by and between the Registrant and Hudson Concourse, LLC.
+Added: Confirmation Letter, dated as of November 12, 2019, relating to the Office Lease by and between the Registrant and Hudson Concourse, LLC.
+Added: Second Amendment, dated as of November 23, 2020, by and between the Registrant and Judson Concourse, LLC.
Purchase Agreement, dated January 17, 2018, by and among the Registrant and Morgan Stanley & Co.
1 unchanged sentence
LLC, as representatives of the initial purchasers named therein, Form of Convertible Note Hedge Confirmation and Form of Warrant Confirmation.
−Removed: 8-K 001-37883 10.1 1/23/2018
−Removed: 10.32†† Eighth Amendment to the Office Lease, dated as of September 17, 2019, by and between the Registrant and Hudson Metro Plaza, LLC.
−Removed: 10-Q 001-37883 10.1 12/5/2019
−Removed: 10.33 First Amendment to the Office Lease, dated as of October 22, 2019, by and between the Registrant and Hudson Concourse, LLC.
−Removed: 10-Q 001-37883 10.2 12/5/2019
−Removed: 10.34†† Confirmation Letter, dated as of November 12, 2019, relating to the Office Lease by and between the Registrant and Hudson Concourse, LLC.
−Removed: 10-Q 001-37883 10.3 12/5/2019
−Removed: 10.35†† Amendment Four to the Manufacturing Services Agreement, entered into as of September 4, 2019, by and between the Registrant, Nutanix Netherlands B.V.
−Removed: and Flextronics Telecom Systems Limited.
−Removed: 10-Q 001-37883 10.4 12/5/2019
−Removed: 10.36 Participation Agreement to the Original Equipment Manufacturer Purchase Agreement, entered into as of September 26, 2019, by and between the Registrant, Nutanix Netherlands B.V.
−Removed: and Super Micro Computer, Inc.
−Removed: 10-Q 001-37883 10.5 12/5/2019
−Removed: 10.37+ Offer Letter, dated as of October 29, 2019, by and between the Registrant and Tarkan Maner.
−Removed: 10-Q 001-37883 10.2 3/5/2020
Investment Agreement, dated as of August 26, 2020, by and among Nutanix, Inc.
and BCPE Nucleon (DE) SPV, LP.
−Removed: 8-K 001-37883 10.1 8/27/2020
−Removed: 21.1 List of subsidiaries of the Registrant.
−Removed: 23.1 Consent of Deloitte & Touche LLP, Independent Registered Accounting Firm.
+Added: Amendment to Investment Agreement, dated as of September 24, 2020, by and between the Registrant and BCPE Nucleon (DE) SPV, LP.
+Added: List of significant subsidiaries of the Registrant.
+Added: Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.
Power of Attorney (included on the Signatures page of this Annual Report on Form 10-K).
5 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
−Removed: 101.INS XBRL Instance Document.
−Removed: 101.SCH XBRL Taxonomy Extension Schema Document.
−Removed: 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.
−Removed: XBRL Taxonomy Extension Definition.
−Removed: XBRL Taxonomy Extension Label Linkbase X
−Removed: 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document.
+Added: Inline XBRL Instance Document.
+Added: Inline XBRL Taxonomy Extension Schema Document.
+Added: Inline XBRL Taxonomy Extension Calculation Linkbase Document.
+Added: Inline XBRL Taxonomy Extension Definition.
+Added: Inline XBRL Taxonomy Extension Label Linkbase
+Added: Inline XBRL Taxonomy Extension Presentation Linkbase Document.
+Added: Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101)
Confidential treatment has been requested for portions of this exhibit.
4 unchanged sentences
+Indicates a management contract or compensatory plan or arrangement.
−Removed: Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.
+Added: 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, thereunto duly authorized.
NUTANIX, INC.
−Removed: September 23, 2020 By:
−Removed: /s/ Dheeraj Pandey
−Removed: Dheeraj Pandey
−Removed: Chief Executive Officer and Chairman
+Added: September 21, 2021
+Added: /s/ Rajiv Ramaswami
+Added: Rajiv Ramaswami
+Added: President and Chief Executive Officer
+Added: (Principal Executive Officer)
POWER OF ATTORNEY
−Removed: KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Dheeraj Pandey and Duston M.
−Removed: Williams, jointly and severally, his attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any amendments to this report, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.
−Removed: Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
−Removed: Signature Title Date
−Removed: /s/ Dheeraj Pandey
−Removed: Chief Executive Officer and Chairman
+Added: KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Rajiv Ramaswami and Duston M.
+Added: Williams, jointly and severally, his or her attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this report, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.
+Added: Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
+Added: /s/ Rajiv Ramaswami
+Added: President and Chief Executive Officer
(Principal Executive Officer)
September 21, 2021
−Removed: Dheeraj Pandey
+Added: Rajiv Ramaswami
/s/ Duston M.
2 unchanged sentences
September 21, 2021
−Removed: /s/ Aaron Boynton Chief Accounting Officer
+Added: /s/ Aaron Boynton
+Added: Chief Accounting Officer
(Principal Accounting Officer)
1 unchanged sentence
Aaron Boynton
−Removed: /s/ Sohaib Abbasi
−Removed: Director September 23, 2020
−Removed: Sohaib Abbasi
−Removed: Director September 23, 2020
+Added: September 21, 2021
/s/ Craig Conway
−Removed: Director September 23, 2020
+Added: September 21, 2021
/s/ Virginia Gambale
−Removed: Director September 23, 2020
+Added: September 21, 2021
Virginia Gambale
/s/ Steven J.
−Removed: Director September 23, 2020
−Removed: /s/ Ravi Mhatre
−Removed: Director September 23, 2020
−Removed: /s/ Jeffrey T.
−Removed: Director September 23, 2020
−Removed: Stevens Director September 23, 2020
+Added: September 21, 2021
+Added: /s/ Max de Groen
+Added: September 21, 2021
+Added: /s/ David Humphrey
+Added: September 21, 2021
+Added: David Humphrey
+Added: September 21, 2021
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.