Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Virginia Gambale to the Board of Directors
On and effective as of June 3, 2020, the Board of Directors (the "Board") of
Nutanix, Inc. (the "Company") appointed Ms. Virginia Gambale as a Class II
director to fill the vacancy created by Mr. Michael P. Scarpelli's resignation
from the Board, as described further below, and further appointed Ms. Gambale as
a member of the Audit Committee of the Board. The Board determined that
Ms. Gambale is an independent director under the applicable rules and
regulations of the U.S. Securities and Exchange Commission (the "SEC") and
within the meaning of the listing standards of the Nasdaq Global Select Market.
There is no arrangement or understanding between Ms. Gambale and any other
persons pursuant to which Ms. Gambale was selected as a director.
The Company was previously a party to a consulting agreement (the "Consulting
Agreement") with Azimuth Partners, LLC ("Azimuth"). Ms. Gambale serves as the
Managing Partner of Azimuth. The Consulting Agreement was terminated on June 3,
2020, prior to Ms. Gambale's appointment to the Board (the "Termination Time").
Prior to the Termination Time and under the terms of the Consulting Agreement,
Azimuth received certain cash retainer fees and, on June 9, 2017, Ms. Gambale
was personally granted certain restricted stock units (collectively, the "RSUs")
representing the right to receive the same number of shares of the Company's
Class A common stock upon vesting.
Since the beginning of the Company's last fiscal year, which began on August 1,
2018, Ms. Gambale's interest in the transactions under the Consulting Agreement
amounted to, in the aggregate, approximately $140,590, consisting of:
(1) aggregate cash retainer fees of approximately $110,000 paid or payable to
Azimuth, whose interest in the transaction is being wholly attributed to
Ms. Gambale as its Managing Director; and (2) $30,590, representing the
aggregate grant date fair market value of 1,750 RSUs that vested from August 1,
2018 until the Termination Time. All remaining unvested RSUs previously granted
to Ms. Gambale under the Consulting Agreement were terminated and cancelled as
of the Termination Time.
Other than the Consulting Agreement and the indemnification agreement described
in the following paragraph, Ms. Gambale does not have any direct or indirect
material interest in any transaction required to be disclosed pursuant to
Item 404(a) of Regulation S-K.
Ms. Gambale will receive the standard compensation and equity awards provided to
the Company's non-employee directors and committee members for their service
pursuant to the Company's Amended and Restated Outside Director Compensation
Policy, which was filed as Exhibit 10.4 to the Company's Quarterly Report on
Form 10-Q for the fiscal quarter ended October 31, 2018 filed with the SEC on
December 10, 2018. In addition, Ms. Gambale has entered into the Company's
standard form of director indemnification agreement, which was filed as
Exhibit 10.1 to the Company's Registration Statement on Form S-1 filed with the
SEC on December 22, 2015.
A copy of the Company's press release announcing Ms. Gambale's appointment is
attached hereto as Exhibit 99.1.
The information in Exhibit 99.1 attached to this Form 8-K shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, or incorporated by reference in any filing under the Securities Act of
1933, as amended, except as expressly set forth by specific reference in such a
filing.
Resignation of Michael P. Scarpelli from the Board of Directors
On June 3, 2020, Mr. Michael P. Scarpelli informed the Board of his decision to
resign from the Board, effective as of June 3, 2020. Mr. Scarpelli informed the
Board that his decision to resign from the Board was solely for personal reasons
and not due to any disagreements with the Company on any matter, including
relating to the Company's operations, policies or practices.
The Board and the Company would like to thank Mr. Scarpelli for his many years
of excellent service on the Board and his many contributions to the Company.
Upon Mr. Scarpelli's resignation from the Board, Ms. Virginia Gambale succeeded
Mr. Scarpelli as a Class II director, as described above, and Mr. Steven J. Gomo
succeeded Mr. Scarpelli as the Chairperson of the Audit Committee of the Board.




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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description
99.1             Press release issued by Nutanix, Inc. on June 4, 2020  .

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