8-K - Nutanix, Inc. | StockGist

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On March 24, 2026, Nutanix, Inc.'s Board of Directors adopted the Second Amended and Restated Bylaws, effective immediately, following a recommendation from the Nominating and Corporate Governance Committee as part of its periodic governance review. The amendments refine advance notice procedures for stockholder nominations and business proposals, clarify Board and meeting chairperson authority, expand officer indemnification, and include administrative updates.

Key Takeaways

1Board adopted Second Amended and Restated Bylaws on March 24, 2026, effective immediately

2Amendments based on Nominating and Corporate Governance Committee recommendation

3Refinements to advance notice timing, disclosure requirements, and procedures for stockholder nominations and business (excluding Rule 14a-8 proposals)

4Clarifications on Board authority and chairperson powers at stockholder meetings

5Amendments to indemnification for mandatory coverage and advancement of certain officers

6Exhibit 3.1 contains full text of Second Amended and Restated Bylaws

Current Report Details

Event Type

Charter Amendment

Exhibits Only

Disclosure

Mandatory

Variant

8-K

Items Reported

5.03

. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On March 24, 2026, the Board of Directors (the “Board”) of Nutanix, Inc. (the "Compa

Charter Amendment

9.01

. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 3.1 Second Amended and Restated Bylaws of Nutanix, Inc. dated March 24, 2026 104 C

Exhibits Only

Exhibits (2)

3.1

EX-3.1

8-K