On March 24, 2026, Nutanix, Inc. (the "Company") announced that its Board of Directors has adopted amended and restated bylaws, referred to as the "Second Amended and Restated Bylaws," which became effective immediately. This decision was made following a recommendation from the Board's Nominating and Corporate Governance Committee as part of its periodic review of the Company's governance documents. The new bylaws introduce several amendments aimed at enhancing the governance framework of the Company. Notably, they include revisions to the advance notice procedures for stockholder nominations of directors and proposals for other business, excluding Rule 14a-8 proposals. These revisions clarify the timing of notices, disclosure requirements, and related procedural matters. Additionally, the bylaws refine the authority of the Board and the chairperson of stockholder meetings regarding the rules and procedures that may be adopted during such meetings. The amendments also update the indemnification provisions to specify the scope of officers entitled to mandatory indemnification and advancement, alongside other modernizing and clarifying changes. The full text of the Second Amended and Restated Bylaws is available as Exhibit 3.1 in the current report filed with the SEC.



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