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 and 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, 2020. The effectiveness of our internal control over financial reporting as of July 31, 2020 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. 124 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 2020 annual meeting of stockholders ("2020 Proxy Statement"), which will be filed not later than 120 days after the end of our fiscal year ended July 31, 2020. Item 11. Executive Compensation The information required by this item is incorporated herein by reference to our 2020 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 2020 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 2020 Proxy Statement. Item 14. Principal Accountant Fees and Services The information required by this item is incorporated herein by reference to our 2020 Proxy Statement. 125 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. 126 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 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. 10-K 001-37883 4.5 9/24/2019 10.1† 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 10.2 Form of Indemnification Agreement by and between the Registrant and each of its directors and executive officers. S-1 333-208711 10.1 12/22/2015 10.3+ 2010 Stock Plan and forms of equity agreements thereunder. S-1/A 333-208711 10.2 8/16/2016 10.4+ 2011 Stock Plan and forms of equity agreements thereunder. S-1 333-208711 10.3 12/22/2015 10.5+ 2016 Equity Incentive Plan and forms of equity agreements thereunder. S-1/A 333-208711 10.4 9/19/2016 10.6+ Amended and Restated 2016 Employee Stock Purchase Plan and forms of equity agreements thereunder. 10-Q 001-37883 10.1 3/5/2020 10.7+ Employment Agreement, dated as of February 26, 2015, by and between the Registrant and Dheeraj Pandey. S-1 333-208711 10.6 12/22/2015 10.8+ 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 10.9+ 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 10.10+ Offer Letter, dated as of December 11, 2013, by and between the Registrant and Michael P. Scarpelli. S-1 333-208711 10.12 12/22/2015 10.11+ Offer Letter, dated as of July 24, 2015, by and between the Registrant and John McAdam. S-1 333-208711 10.13 12/22/2015 10.12+ Executive Incentive Compensation Plan. S-1 333-208711 10.14 12/22/2015 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. S-1/A 333-208711 10.15 8/16/2016 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. S-1/A 333-208711 10.16 8/16/2016 10.15† 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 10.16† 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 10.17+ Change of Control and Severance Policy. S-1/A 333-208711 10.21 9/12/2016 10.18† Integration Services Agreement, dated as of May 19, 2016, by and among the Registrant, Nutanix Netherlands B.V., Avnet, Inc. and Avnet Europe Comm. VA. S-1/A 333-208711 10.18 5/27/2016 10.19+ Amended and Restated Outside Director Compensation Policy. 10-Q 001-37883 10.4 12/10/2018 10.20+ 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 10.21† 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 10.22 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 10.23 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 10.24 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 10.25 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 10.26 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 10.27 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 10.28 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 10.29†† 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 10.30 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 10.31 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 10.32†† 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 10.33 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 10.34†† 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 10.35†† 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 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. and Super Micro Computer, Inc. 10-Q 001-37883 10.5 12/5/2019 10.37+ Offer Letter, dated as of October 29, 2019, by and between the Registrant and Tarkan Maner. 10-Q 001-37883 10.2 3/5/2020 10.38 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 21.1 List of subsidiaries of the Registrant. X 23.1 Consent of Deloitte & Touche LLP, Independent Registered 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 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 XBRL Instance Document. X 101.SCH XBRL Taxonomy Extension Schema Document. X 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document. X 101. XBRL Taxonomy Extension Definition. X 101. XBRL Taxonomy Extension Label Linkbase X 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document. 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 (i) is not material and (ii) would be competitively harmful if publicly disclosed. * 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. 127 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, thereto duly authorized. NUTANIX, INC. Date: September 23, 2020 By: /s/ Dheeraj Pandey Dheeraj Pandey Chief Executive Officer and Chairman POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Dheeraj Pandey and Duston M. 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. 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. Signature Title Date /s/ Dheeraj Pandey Chief Executive Officer and Chairman (Principal Executive Officer) September 23, 2020 Dheeraj Pandey /s/ Duston M. Williams Chief Financial Officer (Principal Financial Officer) September 23, 2020 Duston M. Williams /s/ Aaron Boynton Chief Accounting Officer (Principal Accounting Officer) September 23, 2020 Aaron Boynton /s/ Sohaib Abbasi Director September 23, 2020 Sohaib Abbasi /s/ Susan L. Bostrom Director September 23, 2020 Susan L. Bostrom /s/ Craig Conway Director September 23, 2020 Craig Conway /s/ Virginia Gambale Director September 23, 2020 Virginia Gambale /s/ Steven J. Gomo Director September 23, 2020 Steven J. Gomo /s/ Ravi Mhatre Director September 23, 2020 Ravi Mhatre /s/ Jeffrey T. Parks Director September 23, 2020 Jeffrey T. Parks /s/ Brian M. Stevens Director September 23, 2020 Brian M. Stevens 128