Monitor the say-on-pay vote result and any dissent on the equity plan increase. The 92% prior support suggests likely approval. The FY24-FY26 PRSU payout at 200% of target confirms strong relative TSR performance, but the FY26-FY28 PRSU interim result at 24.2% of target (36.3rd percentile TSR) signals a sharp recent underperformance vs the Nasdaq Composite that bears watching in future quarters.
Price Chart
Executive Summary
Nutanix's 2026 proxy statement reports strong financial performance with $2.85 billion in revenue (12% YoY growth) and $2.55 billion in ARR (16% YoY growth), alongside record free cash flow of $841 million. The filing seeks stockholder approval for four routine proposals: election of eight directors, ratification of Deloitte & Touche as auditor, an advisory say-on-pay vote, and a 7 million share increase to the equity incentive plan. Executive compensation is heavily equity-based with performance-linked PRSUs, and the CEO received total compensation of $29.5 million in FY2026. The filing is routine for a well-governed company with no contested items or shareholder proposals.
Key Facts
- FY2026 revenue of $2.85 billion, up 12% YoY; ARR of $2.55 billion, up 16% YoY
- Record free cash flow of $841 million (29.5% margin); Rule of 40 score of 42
- CEO Rajiv Ramaswami total compensation: $29,485,213 (FY2026 Summary Compensation Table)
- Say-on-pay received ~92% support at 2025 annual meeting
- Seeking 7,000,000 share increase to 2016 Equity Incentive Plan; pro forma overhang would be ~11.5%
- Board fully declassified; 7 of 8 director nominees are independent; Craig Conway not standing for re-election
- FY2026 annual incentive plan paid at 99.7% of target; ARR exceeded target, non-GAAP operating income slightly below
- FY24-FY26 PRSUs paid at 200% of target based on 80.7th percentile TSR vs Nasdaq Composite
- No shareholder proposals, no related party transactions exceeding $120,000
- Auditor fees: $5.3 million total for FY2026 (Deloitte & Touche)
Financial Impact
Routine proxy filing with no direct financial impact. Equity plan dilution of ~2.6% of outstanding shares if approved.
Risk Factors
- Equity plan dilution of ~2.6% if 7M share increase approved
- FY26-FY28 PRSU interim payout at only 24.2% of target reflects recent TSR underperformance
- FY2026 annual incentive slightly below target (99.7%) due to non-GAAP operating income miss
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| DEF 14A Filing (Primary) | 0001193125-26-426829 |
| Document: 0001193125-26-426829-index-headers.html | 0001193125-26-426829 |
| Document: 0001193125-26-426829-index.html | 0001193125-26-426829 |
| Document: 0001193125-26-426829.txt | 0001193125-26-426829 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 20, 2026 6d ago | DEFA14A | $70.11 | awaiting T+5 | — | $72.71 (+3.71%) |
Oct 20, 2026 6d ago | DEF 14A | $70.11 | awaiting T+5 | — | $72.71 (+3.71%) |
Oct 9, 2026 17d ago | 144 | $74.14 $67.53 | ▼ −8.92% | ▼ −7.42% | $72.71 (−1.93%) |
Oct 7, 2026 19d ago | 8-K | $73.11 $69.98 | ▼ −4.28% | ▼ −4.00% | $72.71 (−0.55%) |
Oct 7, 2026 19d ago | 144 | $73.11 $69.98 | ▲ +4.28% | ▲ +4.00% | $72.71 (+0.55%) |
Oct 6, 2026 20d ago | 144 | $73.42 $69.85 | ▲ +4.86% | ▲ +3.88% | $72.71 (+0.97%) |
Sep 25, 2026 4w ago | Insider Cluster | $68.70 $73.41 | ▼ −6.86% | ▼ −5.65% | $72.71 (−5.84%) |
Sep 24, 2026 4w ago | 8-K | $68.59 $71.52 | ▲ +4.27% | ▲ +4.69% | $72.71 (+6.01%) |
Aug 26, 2026 8w ago | 8-K | $69.84 $68.08 | ▼ −2.52% | ▼ −2.79% | $72.71 (+4.11%) |
Aug 4, 2026 11w ago | 8-K | $61.50 $64.32 | ▲ +4.59% | ▲ +4.69% | $72.71 (+18.23%) |
US Market Status
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