Nutanix, Inc. 8-K

What Happened

• Nutanix, Inc. announced that its Board of Directors, following the Nominating and Corporate Governance Committee’s recommendation, adopted Second Amended and Restated Bylaws on March 24, 2026, effective immediately.
• The filing (Current Report on Form 8-K dated March 26, 2026) attaches the full text of the new bylaws as Exhibit 3.1.

Key Details

• The bylaws update advance-notice procedures for stockholder director nominations and other stockholder proposals (excluding Rule 14a-8 proposals), clarifying timing, required disclosures, and related procedures.
• They clarify the authority of the Board and the chairperson of stockholder meetings to adopt rules, regulations or procedures for conducting those meetings.
• Indemnification provisions were revised to clarify which officers are entitled to mandatory indemnification and advancement of expenses.
• The changes were part of a periodic governance review and include additional modernizing, administrative, and conforming edits.

Why It Matters

• These governance changes affect how shareholders can nominate directors and submit proposals, and clarify who controls meeting procedures—issues that matter to investors and activist shareholders focused on board access and corporate governance.
• Clarified indemnification language affects the legal protections available to executives and officers.
• The filing is informational; no financial results, management departures, or transactions were reported in this 8-K.