Nutanix Announces Corporate Governance Enhancements
September 30 2022 - 4:02PM
Business Wire
Board to Adopt Majority Voting in Director
Elections and Will Seek Stockholder Approval to Declassify Board
and Eliminate Supermajority Voting Provisions
Nutanix, Inc. (NASDAQ: NTNX) (“Nutanix” or the “Company”), a
leader in hybrid multicloud computing, today announced that its
Board of Directors (the “Board”) will seek necessary stockholder
approval for a series of amendments to the Company’s bylaws and
certificate of incorporation to enhance the Company’s corporate
governance profile and position the Company to continue to drive
stockholder value.
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 October 2022.
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 Nutanix are committed to strong
corporate governance standards,” said Virginia Gambale, independent
Chair of the Nutanix Board. “We have been evaluating these
governance changes for some time and believe that these actions
enhance our ability to create sustainable long-term stockholder
value. Like the elimination of the Company’s dual class stock
structure earlier this year, these changes also reinforce the
strength of our commitment to being accountable and responsive to
our stockholders. We will continue to look for opportunities to
take actions, including through meaningful engagement with our
stockholders, that we believe will enable us to achieve these
important objectives.”
“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 Ted
White, Co-Founder and Managing Director of Legion Partners Asset
Management, LLC, an engaged stockholder of the Company.
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 Securities and Exchange Commission prior to the 2022 Annual
Meeting of Stockholders. Upon adoption, the amended bylaws will be
filed with the Securities and Exchange Commission.
About Nutanix
Nutanix is a global leader in cloud software and a pioneer in
hyperconverged infrastructure solutions, making clouds invisible,
freeing customers to focus on their business outcomes.
Organizations around the world use Nutanix software to leverage a
single platform to manage any app at any location for their hybrid
multicloud environments. Learn more at www.nutanix.com or follow us
on social media @nutanix.
About Legion Partners
Legion Partners is a value-oriented investment manager based in
Los Angeles, with a satellite office in Sacramento, CA. Legion
Partners seeks to invest in high-quality businesses that are
temporarily trading at a discount, utilizing deep fundamental
research and long-term shareholder engagement. Legion Partners
manages a concentrated portfolio of North American small-cap
equities on behalf of some of the world’s largest institutional and
HNW investors.
© 2022 Nutanix, Inc. All rights reserved. Nutanix, the Nutanix
logo, and all Nutanix product and service names mentioned herein
are registered trademarks or unregistered trademarks of Nutanix,
Inc. in the United States and other countries. Other brand names
and marks 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. Certain information
contained in this press release may relate to or be based on
studies, publications, surveys and other data obtained from
third-party sources and our own internal estimates and research.
While we believe these third-party studies, publications, surveys
and other data are reliable as of the date of this press release,
they have not independently verified, and we make no representation
as to the adequacy, fairness, accuracy, or completeness of any
information obtained from third-party sources.
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.
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version on businesswire.com: https://www.businesswire.com/news/home/20220930005556/en/
Investor Contact: Richard Valera
ir@nutanix.com
Media Contact: Jennifer Massaro pr@nutanix.com
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