Washington, D.C. 20549




Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.    )


  Filed by the Registrant   Filed by a Party other than the Registrant


Check the appropriate box:
Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material under §240.14a-12



(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):
No fee required
Fee paid previously with preliminary materials
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

NUTANIX, INC. 1740 TECHNOLOGY DRIVE SUITE 150 SAN JOSE, CA 95110 V24503-P98439 Your Vote Counts! NUTANIX, INC. 2023 Annual Meeting Vote by December 7, 2023 11:59 PM ET You invested in NUTANIX, INC. and it’s time to vote! You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy material for the stockholder meeting to be held on December 8, 2023. Get informed before you vote View the Notice, Proxy Statement, and Annual Report online OR you can receive a free paper or email copy of the material(s) by requesting prior to November 24, 2023. If you would like to request a copy of the material(s) for this and/or future stockholder meetings, you may (1) visit, (2) call 1-800-579-1639 or (3) send an email to If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy. For complete information and to vote, visit Control # Smartphone users Point your camera here and vote without entering a control number Vote Virtually at the Meeting* December 8, 2023 9:00 AM, PST Virtually at: *Please check the meeting materials for any special requirements for meeting attendance. V1.2


Vote at THIS IS NOT A VOTABLE BALLOT This is an overview of the proposals being presented at the upcoming stockholder meeting. Please follow the instructions on the reverse side to vote these important matters. Voting Items 1. Election of three Class I directors to hold office until the annual meeting of stockholders to take place after the end of the fiscal year ending July 31, 2024. Nominees: 1a. Max de Groen 1b. Steven J. Gomo 1c. Mark Templeton 2. Ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending July 31, 2024. 3. Approval, on a non-binding advisory basis, of the compensation of our named executive officers. 4. Approval of the amendment to our Amended and Restated Certificate of Incorporation to permit the exculpation of officers. NOTE: Such other business as may properly come before the meeting or any adjournment thereof. Board Recommends For For For For For For Prefer to receive an email instead? While voting on, be sure to click “Delivery Settings”. V24504-P98439