Washington, D.C. 20549





Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported)

March 30, 2022



(Exact name of registrant as specified in its charter)




(State or other jurisdiction of

(Commission File Number)

(IRS Employer
Identification No.)


1740 Technology Drive, Suite 150

San Jose, California 95110

(Address of principal executive offices, including zip code)


(408) 216-8360

(Registrant’s telephone number, including area code)


Not Applicable

(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class


Trading symbol(s)


Name of each exchange on which registered

Class A Common Stock, $0.000025 par value per share




The Nasdaq Global Select Market


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.



Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 30, 2022, Susan L. Bostrom, who currently serves as a Class I director of the Board of Directors (the “Board”) of Nutanix, Inc. (the “Company”), resigned from the Board, effective as of such date. Ms. Bostrom’s resignation is due to increasing professional demands and not due to any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

The Board and the Company would like to thank Ms. Bostrom for her many years of excellent service on the Board and her many contributions to the Company, including her invaluable guidance during a period of continued growth and scaling as well as transitions in business models and executive leadership.

On March 30, 2022, in light of Ms. Bostrom’s resignation, the Board resolved to reduce the size of the Board from nine to eight members, effective as of such date.





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 hereunto duly authorized.







 Date: March 31, 2022


/s/ Duston M. Williams



Duston M. Williams



Chief Financial Officer