Nutanix, Inc.: director not standing for re-election; advisor deal

What happened

• The filing reports that on Oct 5, 2026 Craig Conway notified Nutanix, Inc. that he has decided not to stand for re-election to the company’s board of directors and will continue to serve on the board until the 2026 annual meeting of stockholders.
• The filing also reports that on Oct 7, 2026 the company and Tarkan Maner entered into a Transition Advisory Services Agreement under which Mr. Maner will serve as a senior advisor for a 12-month term to provide transition and strategic advisory services.

Key details

• Craig Conway notified the company on Oct 5, 2026 that he will not stand for re-election and will remain on the board until the 2026 annual meeting.
• The Advisory Agreement with Tarkan Maner is for a 12-month term and provides a monthly advisory fee of $37,500.
• The Advisory Agreement does not provide severance benefits, make-whole payments, new equity awards, or accelerated vesting and does not otherwise modify the terms of Mr. Maner’s outstanding equity awards; while providing services he remains eligible to satisfy vesting requirements.
• The Advisory Agreement may be terminated for cause and may be terminated by either party upon 30 days’ prior notice.

Why it may matter

• Item 5.02 was reported, which covers departures of directors or certain officers and the election of directors; the filing reports a director’s decision not to stand for re-election and a transition advisory agreement for a former officer. A filing does not show why the insider traded or why the company acted.