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Arista Networks, Inc. 2015 Annual Report Dear Arista Networks Stockholders: I Am Pleased to Report That Arista Networks Had a Very Successful 2015 Fiscal Year

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Arista Networks, Inc. 2015 Annual Report Dear Arista Networks Stockholders: I Am Pleased to Report That Arista Networks Had a Very Successful 2015 Fiscal Year Arista Networks, Inc. 2015 Annual Report Dear Arista Networks Stockholders: I am pleased to report that Arista Networks had a very successful 2015 fiscal year. In reflecting on 2015, we are extremely proud of the company’s growth as well as its technological leadership. Our team has remained unwavering in our commitment to innovation, and we continually strive to drive value for our stockholders, cus- tomers, partners and employees. 2015 Highlights Summary: • We announced 26 new leaf/spline platforms for 10/25/40/50/100GbE all based on our single binary- image software utilizing diverse silicon architectures. • We grew revenue profitably by 43.4% to $837.6m. Our revenue growth is driven by our innovative platforms, differentiated Arista EOS stack and orchestration with CloudVision®. We have over 3,700 customers and continue to add new customers expanding our market presence and geographic foot- print. • We were recognized as a leader in Gartner’s 2015 Magic Quadrant for Data Center Networking. • We announced CloudVision, a network-wide approach for workload orchestration and workflow auto- mation. This is a turnkey solution for cloud networking enabling enterprises to more easily realize the benefits of cloud-class automation. • We announced a new service capability for CloudVision called Macro-Segmentation Service (MSS™). MSS provides automated insertion of Security and other in-line L4-7 services within any Software Driven Cloud Networking Infrastructure. MSS has been endorsed by our technology alliance ecosys- tem partners VMware, Palo Alto Networks, Check Point Software, Fortinet, and F5 Networks who are each working with us to deliver MSS support for their platforms. • We introduced Cloud Connect solutions that extend spine networking platforms and provide optimized interconnect solutions for private and public cloud data centers, leveraging the technology and opera- tional advantages of Arista’s EOS and CloudVision to reduce both capital and operational costs. • We partnered with HPE for a converged cloud networking solution, delivering a path to cloud econom- ics and agility, via the integration of the Arista EOS based 7000 series and HP’s OneView. We demon- strated this integration with HP OneView at VMworld 2015, as a joint converged network offering. • In fall 2015, we launched our Media and Entertainment Initiative with Industry leaders transforming the analog world to a digital software defined and IP-based world. • In November 2015, we delivered our first Spine Internetworking Solutions connecting data centers with L1-2-3 options endorsed by our leading customers Box, Equinix and Netflix. • We had a busy and memorable 2015, growing our employee strength to over 1200 with worldwide investments across 70 countries and 120 support depots. In addition, in March 2016, we announced the Arista 7500R Series, a transformational Spine platform sub- suming routing functions for cloud, service providers and next generation enterprise data centers. As we look ahead in 2016, we see tremendous opportunities to expand our footprint. We continue to invest in R&D, grow our global sales and support teams, and collaborate closely with technology partners to integrate Arista solutions. I would like to thank our stockholders, customers, partners and our employees for your steadfast support. Jayshree Ullal President and CEO Arista Networks, Inc. April 22, 2016 5453 GREAT AMERICA PARKWAY SANTA CLARA, CALIFORNIA 95054 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To Be Held at 10:00 a.m. Pacific Time on Thursday, June 2, 2016 Dear Stockholders of Arista Networks, Inc.: The 2016 annual meeting of stockholders (the “Annual Meeting”) of Arista Networks, Inc., a Delaware corporation, will be held on Thursday, June 2, 2016 at 10:00 a.m. Pacific Time, at the Company’s headquarters located at 5453 Great America Parkway, Santa Clara, California 95054, for the following purposes, as more fully described in the accompanying proxy statement: 1. To elect three Class II directors to serve until the 2019 annual meeting of stockholders and until their successors are duly elected and qualified; 2. To approve, on an advisory basis, the compensation of our named executive officers; Proxy Statement 3. To approve, on an advisory basis, the frequency of future stockholder advisory votes on the compensation of our named executive officers; 4. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2016; and 5. To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof. Our board of directors has fixed the close of business on April 8, 2016 as the record date for the Annual Meeting. Only stockholders of record on April 8, 2016 are entitled to notice of and to vote at the Annual Meeting. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement. If you plan on attending this year’s annual meeting as a stockholder, you must follow the instructions, as explained on page 3 of the proxy statement. On or about April 22, 2016, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy statement for our annual meeting and our annual report to stockholders. This Notice provides instructions on how to vote online or by telephone and includes instructions on how to receive a paper copy of proxy materials by mail. This proxy statement and our annual report can be accessed directly at the following Internet address: www.proxyvote.com. All you have to do is enter the control number located on your proxy card. YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Annual Meeting, we urge you to submit your vote via the Internet, telephone or mail. We appreciate your continued support of Arista Networks, Inc. and look forward to either greeting you personally at the Annual Meeting or receiving your proxy. By order of the Board of Directors, Jayshree Ullal Chief Executive Officer, President and Director Santa Clara, California April 22, 2016 [THIS PAGE INTENTIONALLY LEFT BLANK] TABLE OF CONTENTS Page QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ANNUAL MEETING .......................................................................... 1 BOARD OF DIRECTORS AND CORPORATE GOVERNANCE ................................ 7 Nominees for Director ............................................................... 7 Continuing Directors ................................................................ 8 Director Independence ............................................................... 9 Board Leadership Structure ........................................................... 10 Lead Independent Director ............................................................ 10 Board Meetings and Committees ....................................................... 10 Compensation Committee Interlocks and Insider Participation ................................ 12 Considerations in Evaluating Director Nominees .......................................... 12 Stockholder Recommendations for Nominations to the Board of Directors ...................... 13 Communications with the Board of Directors ............................................. 13 Proxy Statement Corporate Governance Guidelines and Code of Business Conduct and Ethics .................... 13 Risk Management ................................................................... 14 Director Compensation ............................................................... 14 PROPOSAL NO. 1 ELECTION OF DIRECTORS ............................................. 16 Nominees ......................................................................... 16 Vote Required ...................................................................... 16 PROPOSAL NO. 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION ...................... 17 Vote Required ...................................................................... 17 PROPOSAL NO. 3 ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION ........................................ 18 Vote Required ...................................................................... 18 PROPOSAL NO. 4 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ................................................................. 19 Fees Paid to the Independent Registered Public Accounting Firm ............................. 19 Auditor Independence ................................................................ 19 Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm ......................................... 20 Vote Required ...................................................................... 20 REPORT OF THE AUDIT COMMITTEE ................................................... 21 EXECUTIVE OFFICERS ................................................................ 22 EXECUTIVE COMPENSATION .......................................................... 24 Compensation Discussion and Analysis .................................................. 24 Overview .......................................................................... 24 Executive Compensation Philosophy and Objectives ....................................... 26 Executive Compensation Program Components ........................................... 29
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