UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
(Amendment No. 1)
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(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number:
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(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer |
(Address of principal executive offices, including zip code) |
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(Registrant's telephone number, including area code) |
Securities registered pursuant to Section 12(b) of the Act: |
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Title of each class |
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Trading symbol(s) |
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Name of each exchange on which registered |
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Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
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Accelerated Filer |
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☐ |
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Non-accelerated Filer |
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Smaller Reporting Company |
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Emerging Growth Company |
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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. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
The aggregate market value of the registrant's common stock held by non-affiliates of the registrant as of January 31, 2022 (the last business day of the registrant's most recently completed second fiscal quarter) was approximately $
As of August 31, 2022, the registrant had
DOCUMENTS INCORPORATED BY REFERENCE
Certain information called for by Parts II and III is incorporated by reference to specified portions of the registrant’s definitive proxy statement filed in conjunction with the registrant’s 2022 annual meeting of stockholders.
EXPLANATORY NOTE
This Amendment does not modify, amend or update in any way our consolidated financial statements and other disclosures set forth in the Original 10-K, and there have been no changes to the XBRL data filed in Exhibit 101 of the Original 10-K. In addition, except as specifically described above, this Amendment does not give effect to any subsequent events occurring after the filing of the Original 10-K, nor does this Amendment modify or update disclosures in the Original 10-K in any way other than as required to reflect the revisions described above. Among other things, forward-looking statements made in the Original 10-K have not been revised to reflect events that occurred or facts that became known to us after the filing of the Original 10-K, and any such forward-looking statements should be read in their historical context. Accordingly, this Amendment should be read in conjunction with the Original 10-K.
TABLE OF CONTENTS
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Page |
PART II |
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2 |
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Report of Independent Registered Public Accounting Firm (PCAOB ID No. |
5 |
PART IV |
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7 |
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8 |
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13 |
i
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Prior to the filing of the Original 10-K, our management, with the participation of our principal executive officer and principal financial officer, 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")). At the time of the filing of the Original 10-K, based on such evaluation, our principal executive officer and principal financial officer concluded that, as of July 31, 2022, our disclosure controls and procedures were, in design and operation, effective at the reasonable assurance level. Subsequent to the filing of the Original 10-K, our management, with the participation of our principal executive officer and principal financial officer, re-evaluated the effectiveness of our disclosure controls and procedures as of July 31, 2022. Based on such re-evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective as of July 31, 2022 due to the existence of the identified material weakness described below. Notwithstanding the identified material weakness, management concluded that our consolidated financial statements included in Part II, Item 8, "Financial Statements and Supplementary Data" of the Original 10-K fairly present, in all material respects, our financial condition, results of operations and cash flows as of and for the periods presented in conformity with U.S. GAAP.
Management’s Report on Internal Control over Financial Reporting (as revised)
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.
2
Prior to the filing of the Original 10-K, our management evaluated the effectiveness of our internal control over financial reporting using the criteria set forth in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the "COSO Framework"). At the time of the filing of the Original 10-K, based on the results of such evaluation, our management concluded that our internal control over financial reporting was effective as of July 31, 2022. Subsequent to the filing of the Original 10-K, our management has re-evaluated the effectiveness of our internal control over financial reporting using the criteria set forth in the COSO Framework. Based on such re-evaluation, management identified control deficiencies that, individually or in the aggregate, constitute a material weakness in our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company's annual or interim financial statements will not be prevented or detected on a timely basis. The material weakness identified by management primarily relates to design deficiencies in the information and communication component of the COSO Framework, that also impacted the design and operating effectiveness of elements of the risk assessment and other components. In particular, we determined that our controls were not designed and operating effectively to provide the information necessary for our risk assessment process to identify non-compliant use of third-party software as a risk of material misstatement in our financial reporting and we did not effectively reinforce the importance of raising concerns about perceived unethical conduct in a timely manner. This material weakness resulted in an immaterial error in the reporting of expenses for software licenses and support for each prior period beginning in August 2014, which we plan to correct prospectively as we issue future financial statements. These control deficiencies, individually or in the aggregate, create a reasonable possibility that a material misstatement of our consolidated financial statements would not be prevented or detected on a timely basis, and constitute a material weakness in our internal control over financial reporting.
Plan for Remediation of Material Weakness
Management has discussed the identified material weakness with the Audit Committee of our Board of Directors. To address the identified material weakness, management plans to implement the following remedial measures:
3
Management believes that the remediation measures described above will remediate the identified material weakness and strengthen our overall internal control over financial reporting. As management continues to evaluate and work to enhance our internal control over financial reporting, management may take additional measures to address control deficiencies or we may modify some of the remediation measures described above. The identified material weakness will not be considered remediated until the applicable remediated controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.
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 below.
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
Except for the identified material weakness noted above, there were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the fiscal quarter ended July 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
4
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of Nutanix, Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Nutanix, Inc. and subsidiaries (the "Company") as of July 31, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, because of the effect of the material weakness identified below on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of July 31, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended July 31, 2022, of the Company and our report dated September 21, 2022, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting (as revised). Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, 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.
5
Material Weakness
In our report dated September 21, 2022, we expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. As described in the following paragraphs, the Company subsequently identified a material weakness in its internal control over financial reporting. Accordingly, management has revised its assessment of the effectiveness of its internal control over financial reporting, and our present opinion on the effectiveness of the Company’s internal control over financial reporting as of July 31, 2022, as expressed herein, is different than that expressed in our original report.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. The following material weakness has been identified and included in management’s assessment. The material weakness relates to design deficiencies in the information and communication component of the COSO framework, that also impacted the design and operating effectiveness of elements of the risk assessment and other components. In particular, controls were not designed and operating effectively to provide the information necessary for the risk assessment process to identify non-compliant use of third-party software as a risk of material misstatement in the Company’s financial reporting and did not effectively reinforce the importance of raising concerns about perceived unethical conduct in a timely manner. This resulted in the understatement of expenses for software licenses and support for prior periods.
This material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the consolidated financial statements as of and for the year ended July 31, 2022, of the Company, and this report does not affect our report on such financial statements.
/s/ |
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September 21, 2022 (May 24, 2023, as to the effects of the material weakness described in Management’s Report on Internal Control over Financial Reporting (as revised)) |
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6
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 the Original 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 Amendment.
7
EXHIBIT INDEX |
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Incorporated by Reference |
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Number |
Exhibit Title |
Form |
File No. |
Exhibit |
Filing |
Filed |
3.1 |
10-Q |
001-37883 |
3.1 |
12/12/2022 |
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3.2 |
8-K |
001-37883 |
3.1 |
10/7/2022 |
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3.3 |
8-K |
001-37883 |
3.1 |
1/4/2022 |
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4.1 |
S-1 |
333-208711 |
4.1 |
12/22/2015 |
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4.2 |
Specimen Class A Common Stock Certificate of the Registrant. |
S-1/A |
333-208711 |
4.2 |
4/4/2016 |
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4.3 |
S-1 |
333-208711 |
4.3 |
12/22/2015 |
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4.4 |
8-K |
001-37883 |
4.1 |
1/23/2018 |
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4.5 |
10-K |
001-37883 |
4.5 |
9/21/2022 |
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4.6 |
8-K |
001-37883 |
4.1 |
9/24/2020 |
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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 |
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4.8 |
8-K |
001-37883 |
4.1 |
9/23/2021 |
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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 |
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10.1 |
10-Q |
001-37883 |
10.1 |
6/3/2021 |
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10.2+ |
Second Amended and Restated Outside Director Compensation Policy |
10-K |
001-37883 |
10.2 |
9/21/2021 |
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10.3+ |
First Amendment to Second Amended and Restated Outside Director Compensation |
10-Q |
001-37883 |
10.1 |
6/2/2022 |
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10.4+ |
Second Amendment to Second Amended and Restated Outside Director Compensation |
10-Q |
001-37883 |
10.1 |
12/7/2022 |
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10.5+ |
S-1/A |
333-208711 |
10.2 |
8/16/2016 |
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10.6+ |
S-1 |
333-208711 |
10.3 |
12/22/2015 |
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10.7+ |
2016 Equity Incentive Plan and forms of equity agreements thereunder. |
S-1/A |
333-208711 |
10.4 |
9/19/2016 |
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10.8+ |
10-Q |
001-37883 |
10.2 |
12/2/2021 |
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8
10.9+ |
10-K |
001-37883 |
10.8 |
9/21/2022 |
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10.10+ |
Amended and Restated 2016 Employee Stock Purchase Plan and forms of equity agreements thereunder. |
10-Q |
001-37883 |
10.1 |
3/5/2020 |
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10.11+ |
S-1 |
333-208711 |
10.14 |
12/22/2015 |
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10.12+ |
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 |
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10.13+ |
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 |
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10.14+ |
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 |
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10.15+ |
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 |
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10.16+ |
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 |
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10.17+ |
10-K |
001-37883 |
10.16 |
9/21/2022 |
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10.18+ |
10-K |
001-37883 |
10.17 |
9/21/2021 |
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10.19 |
10-Q |
001-37883 |
10.2 |
6/5/2019 |
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10.20 |
10-Q |
001-37883 |
10.3 |
12/10/2018 |
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10.21 |
10-Q |
001-37883 |
10.5 |
12/5/2019 |
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10.22 |
10-Q |
001-37883 |
10.1 |
3/4/2021 |
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10.23 |
10-Q |
001-37883 |
10.1 |
3/10/2022 |
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10.24 |
10-Q |
001-37883 |
10.1 |
6/5/2019 |
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10.25 |
10-Q |
001-37883 |
10.3 |
6/5/2019 |
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9
10.26 |
10-Q |
001-37883 |
10.4 |
12/5/2019 |
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10.27 |
10-Q |
001-37883 |
10.6 |
12/3/2020 |
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10.28 |
S-1/A |
333-208711 |
10.15 |
8/16/2016 |
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10.29 |
S-1/A |
333-208711 |
10.16 |
8/16/2016 |
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10.30 |
10-Q |
001-37883 |
10.1 |
6/12/2018 |
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10.31 |
10-Q |
001-37883 |
10.2 |
6/12/2018 |
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10.32 |
10-Q |
001-37883 |
10.3 |
12/3/2020 |
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10.33 |
10-Q |
001-37883 |
10.1 |
12/2/2021 |
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10.34 |
10-Q |
001-37883 |
10.3 |
6/2/2022 |
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10.35 |
10-K |
001-37883 |
10.34 |
9/21/2022 |
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10.36 |
10-K |
001-37883 |
10.35 |
9/21/2022 |
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10.37 |
10-Q |
001-37883 |
10.3 |
6/12/2018 |
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10.38 |
10-Q |
001-37883 |
10.1 |
12/10/2018 |
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10.39 |
10-K |
001-37883 |
10.28 |
9/24/2019 |
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10.40 |
10-K |
001-37883 |
10.29 |
9/24/2019 |
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10.41 |
10-Q |
001-37883 |
10.1 |
12/5/2019 |
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10.42 |
10-Q |
001-37883 |
10.5 |
12/3/2020 |
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10
10.43 |
10-K |
001-37883 |
10.42 |
9/21/2022 |
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10.44 |
10-K |
001-37883 |
10.43 |
9/21/2022 |
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10.45 |
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 |
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10.46 |
10-K |
001-37883 |
10.31 |
9/24/2019 |
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10.47 |
10-Q |
001-37883 |
10.2 |
12/10/2018 |
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10.48 |
10-Q |
001-37883 |
10.2 |
12/5/2019 |
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10.49 |
10-Q |
001-37883 |
10.3 |
12/5/2019 |
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10.50 |
10-Q |
001-37883 |
10.4 |
12/3/2020 |
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10.51 |
10-K |
001-37883 |
10.50 |
9/21/2022 |
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10.52 |
10-K |
001-37883 |
10.51 |
9/21/2022 |
|
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10.53 |
10-K |
001-37883 |
10.52 |
9/21/2022 |
|
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10.54 |
8-K |
001-37883 |
10.1 |
1/23/2018 |
|
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10.55 |
8-K |
001-37883 |
10.1 |
8/27/2020 |
|
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10.56 |
8-K |
001-37883 |
10.1 |
9/24/2020 |
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21.1 |
10-K |
001-37883 |
21.1 |
9/21/2022 |
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23.1 |
Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm. |
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X |
24.1 |
Power of Attorney (included on the Signatures page of the Original 10-K). |
10-K |
001-37883 |
24.1 |
9/21/2022 |
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31.1 |
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X |
11
31.2 |
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X |
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32.1 |
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X |
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32.2 |
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X |
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101.INS |
Inline XBRL Instance Document. |
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X |
101.SCH |
Inline XBRL Taxonomy Extension Schema Document. |
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X |
101.CAL |
Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
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X |
101. |
Inline XBRL Taxonomy Extension Definition. |
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X |
101. |
Inline XBRL Taxonomy Extension Label Linkbase |
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X |
101.PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
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X |
104 |
Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101) |
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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.
12
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.
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NUTANIX, INC. |
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Date: May 24, 2023 |
By: |
/s/ Rajiv Ramaswami |
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Rajiv Ramaswami President and Chief Executive Officer (Principal Executive Officer) |
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 |
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Title |
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Date |
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/s/ Rajiv Ramaswami |
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President and Chief Executive Officer (Principal Executive Officer) |
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May 24, 2023 |
Rajiv Ramaswami |
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/s/ Rukmini Sivaraman |
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Chief Financial Officer (Principal Financial and Accounting Officer) |
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May 24, 2023 |
Rukmini Sivaraman |
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* |
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Director |
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May 24, 2023 |
Craig Conway |
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* |
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Director |
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May 24, 2023 |
Max de Groen |
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* |
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Director |
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May 24, 2023 |
Virginia Gambale |
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* |
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Director |
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May 24, 2023 |
Steven J. Gomo |
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* |
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Director |
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May 24, 2023 |
David Humphrey |
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* |
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Director |
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May 24, 2023 |
Gayle Sheppard |
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* |
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Director |
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May 24, 2023 |
Brian M. Stevens |
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*By: |
/s/ Rajiv Ramaswami |
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Rajiv Ramaswami |
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As Attorney-in-Fact |
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13
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement Nos. 333-227491, 333-227513, and 333-249022 on Form S-3 and Registration Statement Nos. 333‐213888, 333‐220517, 333‐227490, 333-233499, 333‐236925, 333-248992, 333-259700, and 333-267539 on Form S‐8 of our report dated September 21, 2022, relating to the effectiveness of Nutanix, Inc.'s internal control over financial reporting (May 24, 2023, as to the effects of the material weakness described in Management’s Report on Internal Control over Financial Reporting (as revised)) appearing in this Annual Report on Form 10‐K/A for the year ended July 31, 2022.
/s/ DELOITTE & TOUCHE LLP
San Jose, California
May 24, 2023
1
Exhibit 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Rajiv Ramaswami, certify that:
Date: May 24, 2023 |
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/s/ Rajiv Ramaswami |
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Rajiv Ramaswami |
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President and Chief Executive Officer |
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(Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Rukmini Sivaraman, certify that:
Date: May 24, 2023 |
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/s/ Rukmini Sivaraman |
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Rukmini Sivaraman |
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Chief Financial Officer |
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(Principal Financial Officer) |
Exhibit 32.1
CERTIFICATION
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Rajiv Ramaswami, certify pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. §1350), as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual Report on Form 10-K/A of Nutanix, Inc. for the fiscal year ended July 31, 2022 fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act and that the information contained in such Annual Report on Form 10-K/A fairly presents, in all material respects, the financial condition and results of operations of Nutanix, Inc.
Date: May 24, 2023 |
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/s/ Rajiv Ramaswami |
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Rajiv Ramaswami |
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President and Chief Executive Officer |
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(Principal Executive Officer) |
Exhibit 32.2
CERTIFICATION
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Rukmini Sivaraman, certify pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. §1350), as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual Report on Form 10-K/A of Nutanix, Inc. for the fiscal year ended July 31, 2022 fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act and that the information contained in such Annual Report on Form 10-K/A fairly presents, in all material respects, the financial condition and results of operations of Nutanix, Inc.
Date: May 24, 2023 |
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/s/ Rukmini Sivaraman |
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Rukmini Sivaraman |
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Chief Financial Officer |
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(Principal Financial Officer) |