Nutanix, Inc. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures 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. 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. Internal control over financial reporting consists of policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) are designed and operated to provide reasonable assurance regarding the reliability of our financial reporting and our process for the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. Our management evaluated the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework (2013). Based on the results of our evaluation, our management has concluded that our internal control over financial reporting was effective as of July 31, 2022. The effectiveness of our internal control over financial reporting as of July 31, 2022 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which appears in Part II, Item 8 of this Annual Report on Form 10-K. Limitations on the Effectiveness of Controls Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements and projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Changes in Internal Control over Financial Reporting There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information None. 143 Table of Contents Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 144 Table of Contents PART III Item 10. Directors, Executive Officers and Corporate Governance The information required by this item is incorporated herein by reference to our definitive proxy statement for our 2022 annual meeting of stockholders ("2022 Proxy Statement"), which will be filed not later than 120 days after the end of our fiscal year ended July 31, 2022. Item 11. Executive Compensation The information required by this item is incorporated herein by reference to our 2022 Proxy Statement. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this item is incorporated herein by reference to our 2022 Proxy Statement. Item 13. Certain Relationships and Related Transactions and Director Independence The information required by this item is incorporated herein by reference to our 2022 Proxy Statement. Item 14. Principal Accountant Fees and Services The information required by this item is incorporated herein by reference to our 2022 Proxy Statement. 145 Table of Contents PART IV Item 15. Exhibits and Financial Statement Schedules (a)(1) Consolidated Financial Statements We have filed the consolidated financial statements listed in the Index to Consolidated Financial Statements included in Part II, Item 8, "Financial Statements and Supplementary Data" of this Annual Report on Form 10-K. (a)(2) Financial Statement Schedules All financial statement schedules have been omitted because they are not applicable, not material, or the required information is shown in the consolidated financial statements or the notes thereto. (a)(3) Exhibits See the Exhibit Index below in this Annual Report on Form 10-K. Item 16. Form 10-K Summary None. 146 Table of Contents EXHIBIT INDEX Incorporated by Reference Number Exhibit Title Form File No. Exhibit Filing Date Filed Herewith 3.1 Amended and Restated Certificate of Incorporation. 10-Q 001-37883 3.1 12/8/2016 3.2 Amended and Restated Bylaws. S-1/A 333-208711 3.4 5/27/2016 3.3 Certificate of Retirement of Class B Common Stock. 8-K 001-37883 3.1 1/4/2022 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. S-1 333-208711 4.1 12/22/2015 4.2 Specimen Class A Common Stock Certificate of the Registrant. S-1/A 333-208711 4.2 4/4/2016 4.3 Form of Warrant to Purchase Shares of Capital Stock by and between the Registrant and certain of its investors. S-1 333-208711 4.3 12/22/2015 4.4 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. 8-K 001-37883 4.1 1/23/2018 4.5 Description of Class A Common Stock. X 4.6 Indenture, dated as of September 24, 2020, by and between the Registrant and U.S. Bank National Association, as Trustee. 8-K 001-37883 4.1 9/24/2020 4.7 Form of 2.5% Convertible Senior Notes due 2026 (included in Exhibit 4.6) 8-K 001-37883 4.2 9/24/2020 4.8 Indenture, dated as of September 22, 2021, by and between the Registrant and U.S. Bank National Association, as Trustee. 8-K 001-37883 4.1 9/23/2021 4.9 Form of 0.25% Convertible Senior Notes due 2027 (included in Exhibit 4.8) 8-K 001-37883 4.2 9/23/2021 10.1 Form of Indemnification Agreement by and between the Registrant and each of its directors and executive officers. 10-Q 001-37883 10.1 6/3/2021 10.2+ Second Amended and Restated Outside Director Compensation Policy 10-K 001-37883 10.2 9/21/2021 10.3+ First Amendment to Second Amended and Restated Outside Director Compensation 10-Q 001-37883 10.1 6/2/2022 10.4+ 2010 Stock Plan and forms of equity agreements thereunder. S-1/A 333-208711 10.2 8/16/2016 10.5+ 2011 Stock Plan and forms of equity agreements thereunder. S-1 333-208711 10.3 12/22/2015 10.6+ 2016 Equity Incentive Plan and forms of equity agreements thereunder. S-1/A 333-208711 10.4 9/19/2016 10.7+ Form of Global Restricted Stock Unit Agreement for Performance-Based Restricted Stock Units (Fiscal Year 2022) under the 2016 Equity Incentive Plan. 10-Q 001-37883 10.2 12/2/2021 10.8+ Form of Global Restricted Stock Unit Agreement for Performance-Based Restricted Stock Units (Fiscal Year 2023) under the 2016 Equity Incentive Plan. X 147 Table of Contents 10.9+ Amended and Restated 2016 Employee Stock Purchase Plan and forms of equity agreements thereunder. 10-Q 001-37883 10.1 3/5/2020 10.10+ Executive Incentive Compensation Plan. S-1 333-208711 10.14 12/22/2015 10.11+ Offer Letter, dated as of December 7, 2020, by and between Nutanix, Inc. and Rajiv Ramaswami. 8-K 001-37883 10.1 12/9/2020 10.12+ Offer Letter, dated as of April 10, 2022, by and between the Registrant and Rukmini Sivaraman. 8-K 001-37883 10.1 4/12/2022 10.13+ Offer Letter, dated as of October 17, 2011, by and between the Registrant and David Sangster. S-1 333-208711 10.11 12/22/2015 10.14+ Offer Letter, dated as of November 20, 2017, by and between the Registrant and Tyler Wall . 10-Q 001-37883 10.1 3/15/2018 10.15+ Offer Letter, dated as of April 26, 2014, by and between the Registrant and Duston Williams. S-1 333-208711 10.7 12/22/2015 10.16+ Change of Control and Severance Policy. X 10.17+ Executive Severance Policy. 10-K 001-37883 10.17 9/21/2021 10.18† 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. 10-Q 001-37883 10.2 6/5/2019 10.19† 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. 10-Q 001-37883 10.3 12/10/2018 10.20 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. and Super Micro Computer, Inc. 10-Q 001-37883 10.5 12/5/2019 10.21† 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. 10-Q 001-37883 10.1 3/4/2021 10.22† Amendment Four to Original Equipment Manufacturer (OEM) Purchase Agreement, dated as of November 5, 2021, by and between the Registrant and Super Micro Computer Inc. 10-Q 001-37883 10.1 3/10/2022 10.23† Memorandum of Understanding by and between the Registrant and Flextronics Telecom Systems Limited, executed on March 13, 2017. 10-Q 001-37883 10.1 6/5/2019 10.24† 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. 10-Q 001-37883 10.3 6/5/2019 10.25†† Amendment Four to the Manufacturing Services Agreement, entered into as of September 4, 2019, by and between the Registrant, Nutanix Netherlands B.V. and Flextronics Telecom Systems Limited. 10-Q 001-37883 10.4 12/5/2019 148 Table of Contents 10.26 Amendment Five to Manufacturing Services Agreement, dated October 5, 2020, by and between the Registrant, Nutanix Netherlands B.V. and Flextronics Telecom Systems, Ltd and its affiliates. 10-Q 001-37883 10.6 12/3/2020 10.27 Office Lease, dated as of August 5, 2013, as amended to date, by and between the Registrant and CA-1740 Technology Drive Limited Partnership. S-1/A 333-208711 10.15 8/16/2016 10.28 Office Lease, dated as of April 23, 2014, as amended to date, by and between the Registrant and CA-Metro Plaza Limited Partnership. S-1/A 333-208711 10.16 8/16/2016 10.29 Sixth Amendment to the Office Lease dated as of January 29, 2018, by and between the Registrant and Hudson 1740 Technology, LLC. 10-Q 001-37883 10.1 6/12/2018 10.30 Seventh Amendment to the Office Lease dated as of April 4, 2018, by and between the Registrant and Hudson 1740 Technology, LLC. 10-Q 001-37883 10.2 6/12/2018 10.31 Eighth Amendment to the Office Lease, dated as of November 23, 2020, by and between the Registrant and Hudson 1740 Technology, LLC. 10-Q 001-37883 10.3 12/3/2020 10.32 Ninth Amendment to the Office Lease dated as of August 23, 2021, by and between the Registrant and Hudson 1740 Technology, LLC. 10-Q 001-37883 10.1 12/2/2021 10.33 Tenth Amendment to the Office Lease dated as of May 18, 2022, by and between the Registrant and Hudson 1740 Technology, LLC. 10-Q 001-37883 10.3 6/2/2022 10.34 Eleventh Amendment to the Office Lease dated as of June 28, 2022, by and between the Registrant and Hudson 1740 Technology, LLC. X 10.35 Twelfth Amendment to the Office Lease dated as of August 31, 2022, by and between the Registrant and Hudson 1740 Technology, LLC. X 10.36 Fourth Amendment to the Office Lease dated as of April 4, 2018, by and between the Registrant and Hudson Metro Plaza, LLC. 10-Q 001-37883 10.3 6/12/2018 10.37 Fifth Amendment to the Office Lease dated as of October 1, 2018, by and between the Registrant and Hudson Metro Plaza, LLC. 10-Q 001-37883 10.1 12/10/2018 10.38 Sixth Amendment to the Office Lease dated as of April 5, 2019, by and between the Registrant and Hudson Metro Plaza, LLC. 10-K 001-37883 10.28 9/24/2019 10.39 Seventh Amendment to the Office Lease dated as of April 25, 2019, by and between the Registrant and Hudson Metro Plaza, LLC. 10-K 001-37883 10.29 9/24/2019 10.40†† Eighth Amendment to the Office Lease, dated as of September 17, 2019, by and between the Registrant and Hudson Metro Plaza, LLC. 10-Q 001-37883 10.1 12/5/2019 10.41 Ninth Amendment to the Office Lease, dated as of November 23, 2020, by and between the Registrant and Hudson Metro Plaza, LLC. 10-Q 001-37883 10.5 12/3/2020 10.42 Tenth Amendment to the Office Lease, dated as of June 28, 2022, by and between the Registrant and Hudson Metro Plaza, LLC. X 10.43 Eleventh Amendment to the Office Lease, dated as of August 31, 2022, by and between the Registrant and Hudson Metro Plaza, LLC. X 149 Table of Contents 10.44 Office Lease, dated as of April 4, 2018, by and between the Registrant and Hudson Concourse, LLC. 10-Q 001-37883 10.4 6/12/2018 10.45†† First Amendment to the Office Lease dated as of September 5, 2018, by and between the Registrant and the Hudson Concourse, LLC. 10-K 001-37883 10.31 9/24/2019 10.46 Office Lease for 1741 Technology Dr., dated as of September 5, 2018, by and between the Registrant and Hudson Concourse, LLC. 10-Q 001-37883 10.2 12/10/2018 10.47 First Amendment to the Office Lease, dated as of October 22, 2019, by and between the Registrant and Hudson Concourse, LLC. 10-Q 001-37883 10.2 12/5/2019 10.48†† Confirmation Letter, dated as of November 12, 2019, relating to the Office Lease by and between the Registrant and Hudson Concourse, LLC. 10-Q 001-37883 10.3 12/5/2019 10.49 Second Amendment to the Office Lease, dated as of November 23, 2020, by and between the Registrant and Hudson Concourse, LLC. 10-Q 001-37883 10.4 12/3/2020 10.50 Third Amendment to the Office Lease, dated as of April 30, 2022, by and between the Registrant and Hudson Concourse, LLC. X 10.51 Fourth Amendment to the Office Lease, dated as of June 15, 2022, by and between the Registrant and Hudson Concourse, LLC. X 10.52 Fifth Amendment to the Office Lease, dated as of July 28, 2022, by and between the Registrant and Hudson Concourse, LLC. X 10.53 Purchase Agreement, dated January 17, 2018, by and among the Registrant and Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Goldman Sachs & Co. LLC, as representatives of the initial purchasers named therein, Form of Convertible Note Hedge Confirmation and Form of Warrant Confirmation. 8-K 001-37883 10.1 1/23/2018 10.54 Investment Agreement, dated as of August 26, 2020, by and among Nutanix, Inc. and BCPE Nucleon (DE) SPV, LP. 8-K 001-37883 10.1 8/27/2020 10.55 Amendment to Investment Agreement, dated as of September 24, 2020, by and between the Registrant and BCPE Nucleon (DE) SPV, LP. 8-K 001-37883 10.1 9/24/2020 21.1 List of significant subsidiaries of the Registrant. X 23.1 Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm. X 24.1 Power of Attorney (included on the Signatures page of this Annual Report on Form 10-K). X 31.1 Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14a and 15d-14a, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X 31.2 Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14a and 15d-14a, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X 150 Table of Contents 32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* X 32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* X 101.INS Inline XBRL Instance Document. X 101.SCH Inline XBRL Taxonomy Extension Schema Document. X 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. X 101. Inline XBRL Taxonomy Extension Definition. X 101. Inline XBRL Taxonomy Extension Label Linkbase X 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. X 104 Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101) X † Confidential treatment has been requested for portions of this exhibit. These portions have been omitted and have been filed separately with the Securities and Exchange Commission. †† Certain confidential information contained in this Exhibit was omitted by means of marking such portions with brackets because the identified confidential information is both (i) not material and (ii) the type of information that the registrant treats as private or confidential. * These exhibits are furnished with this Annual Report on Form 10-K and are not deemed filed with the Securities and Exchange Commission and are not incorporated by reference in any filing of Nutanix, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language contained in such filings. +Indicates a management contract or compensatory plan or arrangement. 151 Table of Contents SIGNATURES 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, thereunto duly authorized. NUTANIX, INC. Date: September 21, 2022 By: /s/ Rajiv Ramaswami Rajiv Ramaswami President and Chief Executive Officer (Principal Executive Officer) 152 Table of Contents POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Rajiv Ramaswami and Rukmini Sivaraman, 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. 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. Signature Title Date /s/ Rajiv Ramaswami President and Chief Executive Officer (Principal Executive Officer) September 21, 2022 Rajiv Ramaswami /s/ Rukmini Sivaraman Chief Financial Officer (Principal Financial and Accounting Officer) September 21, 2022 Rukmini Sivaraman /s/ Craig Conway Director September 21, 2022 Craig Conway /s/ Max de Groen Director September 21, 2022 Max de Groen /s/ Virginia Gambale Director September 21, 2022 Virginia Gambale /s/ Steven J. Gomo Director September 21, 2022 Steven J. Gomo /s/ David Humphrey Director September 21, 2022 David Humphrey /s/ Gayle Sheppard Director September 21, 2022 Gayle Sheppard /s/ Brian M. Stevens Director September 21, 2022 Brian M. Stevens 153