Nutanix Announces Corporate Governance Enhancements
Board to Adopt Majority Voting in Director Elections and Will Seek Stockholder Approval to Declassify Board and Eliminate Supermajority Voting Provisions
These governance enhancements include the following:
- Commencement of a process to declassify the Board, which will include the submission to stockholders of a proposal to amend the Company’s certificate of incorporation;
- Adoption of majority voting in uncontested director elections; and
- Elimination of the supermajority vote requirement in the Company’s bylaws and the submission to stockholders of a proposal to remove the supermajority vote requirements from the Company’s certificate of incorporation.
Those changes requiring stockholder approval will be presented to stockholders at Nutanix’s 2022 Annual Meeting of Stockholders (the “2022 Annual Meeting”), which is expected to be held later in 2022. The amendments to the bylaws will be effective upon approval by the Board, which is expected to occur in early
In addition, the Company continues to seek to add an additional independent director to the Board with relevant executive leadership experience operating software companies at scale.
“The Board and management of
“We are pleased with the Board’s actions and its embrace of these governance enhancements. We support the Board and management team in their efforts to create value for stockholders,” said
Declassification of the Nutanix Board
When fully implemented, the declassification of the Board will permit the Company’s stockholders to vote annually for all directors. If stockholders approve this amendment to the Company’s certificate of incorporation at the 2022 Annual Meeting, the directors standing for election at the Company’s 2023 Annual Meeting of Stockholders and thereafter will stand for one-year terms. Beginning with the Company’s 2025 Annual Meeting of Stockholders, all directors will stand for election annually.
Adoption of a Majority Voting Standard
The Company’s bylaws will be amended to provide for majority voting in uncontested elections of directors. Under this standard, a director must receive more “for” than “against” votes to be elected as a director. It is expected that majority voting in director elections will be applicable at the 2022 Annual Meeting. The Company will also adopt customary amendments to its corporate governance guidelines related to majority voting in director elections.
Elimination of Supermajority Provisions
The Company’s bylaws will be amended to remove all supermajority vote requirements. In addition, if stockholders approve the amendment of the Company’s certificate of incorporation at the 2022 Annual Meeting, then the supermajority requirements in that document will also be removed.
The full text of the proposals requiring stockholder approval will be included in the Company’s proxy statement to be filed with the
This release may contain express and implied forward-looking statements, including statements regarding enhancing stockholder value and composition of the board of directors. These statements not historical facts and are instead based on our current expectations, estimates and beliefs. The accuracy of such statements involves risks and uncertainties and depends upon future events, including those that may be beyond our control, and actual results may differ materially and adversely from those anticipated or implied by such statements. Any forward-looking statements included herein speak only as of the date hereof and, except as required by law, we assume no obligation to update or otherwise revise any of such forward-looking statements to reflect subsequent events or circumstances.