8-K
false000161873200016187322021-06-152021-06-16

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported)

June 16, 2021

 

NUTANIX, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-37883

27-0989767

(State or other jurisdiction of
incorporation)

(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

 

NTNX

 

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 8.01. Other Events.

On June 16, 2021, the board of directors (the “Board”) of Nutanix, Inc. (the “Company”) appointed Ms. Virginia Gambale as the Chair of the Board, effective as of such date (the “Appointment Date”). In connection with her appointment as Chair of the Board, Ms. Gambale stepped down from her current position as Lead Independent Director of the Board, effective as of the Appointment Date. A copy of the press release issued by the Company on June 22, 2021, announcing Ms. Gambale’s appointment as the Chair of the Company’s Board, is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

The information in this Report (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the  “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

 

Exhibit Number

 

Description

 

99.1

 

Press release issued by Nutanix, Inc. on June 22, 2021.

 

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

 

 


 

SIGNATURES

 

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.

 

 

NUTANIX, INC.

 

 

 

 Date: June 22, 2021

By:

/s/ Duston M. Williams

 

 

Duston M. Williams

 

 

Chief Financial Officer

 

 

(Principal Financial Officer)

 

 


EX-99.1

 

Exhibit 99.1

 

Nutanix Elects Virginia Gambale as Chair of the Board

SAN JOSE, Calif. – June 22, 2021 Nutanix (NASDAQ: NTNX), a leader in private, hybrid and multicloud computing, today announced the election of Virginia Gambale as Chair of the Nutanix Board, effective June 16, 2021. Ms. Gambale joined the Board in June 2020 and became Lead Independent Director in December 2020.

 

Ms. Gambale currently serves as the Chair of the Nominating and Corporate Governance Committee, as well as a member of the Audit Committee. In her new role as Chair, Gambale will lead the agenda for the board including governance and oversight, as well as focus on helping the company achieve its next phase of growth. Gambale succeeds Dheeraj Pandey, who served as Chair until his departure in December 2020.

“Virginia’s insights, dedication, commitment and advice have contributed meaningfully to Nutanix, and we are eager to benefit from her continued leadership in this expanded role,” said Rajiv Ramaswami, President and CEO of Nutanix. “In addition to bringing a deep knowledge of our business, market landscape and technology from her experience as a prior CIO, Virginia has extensive board experience advising technology companies, and her thoughtful and structured approach to governance will help advance our leadership in hybrid multicloud, as well as help drive growth, profitability and value creation for our shareholders.”

“I believe deeply in Nutanix’s strategy, technology and people, and am excited by this opportunity to contribute further to cementing our leadership position in cloud software,” said Gambale. “Nutanix has made impressive progress in becoming a subscription software and cloud platform company, and I’m excited to continue working with Rajiv and the rest of the Board to build on our strong foundation and drive sustainable value for all of Nutanix’s stakeholders. Together, we are advancing our mission of delighting customers with a simple, open, hybrid multicloud software platform with a vision to simplify the complexity of IT so that customers can focus on their business outcomes.”

 


 

Ms. Gambale is an experienced technology advisor and investor with deep knowledge of financial services and business services. She has served on public company boards for more than 20 years across a variety of industries, including technology. She is currently Managing Partner of Azimuth Partners LLC, a strategic advisory firm focused on the use of disruptive technologies to assist mid-market and large corporations in their growth. Prior to founding Azimuth Partners in 2003, Ms. Gambale held senior management positions at a variety of investment banks including General Partner at Deutsche Bank Capital and ABS Ventures. Her previous experience also includes tenure as a CIO of Bankers Trust Alex Brown and the Director of Investment Banking Technology at Merrill Lynch. She has a B.S. Degree in Mathematics and Computer Science from the New York Institute of Technology.

About Nutanix

Nutanix is a global leader in cloud software and hyperconverged infrastructure solutions, making infrastructure invisible so that IT can focus on the applications and services that power their business. Companies around the world use Nutanix Enterprise Cloud OS software to bring one-click application management and mobility across public, private and distributed edge clouds so they can run any application at any scale with a dramatically lower total cost of ownership. The result is organizations that can rapidly deliver a high-performance IT environment on demand, giving application owners a true cloud-like experience. Learn more at www.nutanix.com or follow us on Twitter @nutanix.

© 2021 Nutanix, Inc. All rights reserved. Nutanix, the Nutanix logo, and all Nutanix product and service names mentioned herein are registered trademarks or trademarks of Nutanix, Inc. in the United States and other countries. Other brand names mentioned herein are for identification purposes only and may be the trademarks of their respective holder(s). This release may contain links to external websites that are not part of Nutanix.com. Nutanix does not control these sites and disclaims all responsibility for the content or accuracy of any external site. Our decision to link to an external site should not be considered an endorsement of any content on such a site. This release may contain express and implied forward-looking statements, which are 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.

 

 


 

Contacts:

 

Public Relations

Jennifer Massaro

pr@nutanix.com

 

Investor Relations

Rich Valera

ir@nutanix.com