Nutanix is a global leader in cloud software and hyperconverged infrastructure solutions, making infrastructure invisible so that IT can focus on the applications and services that power their business. Companies around the world use Nutanix Enterprise Cloud OS software to bring one-click application management and mobility across public, private and distributed edge clouds so they can run any application at any scale with a dramatically lower total cost of ownership. The result is organizations that can rapidly deliver a high-performance IT environment on demand, giving application owners a true cloud-like experience. BOARD OF DIRECTORS NUTANIX CORPORATE HEADQUARTERS Dheeraj Pandey 1740 Technology Drive, Suite 150 Chief Executive Officer and Chairman, Nutanix, Inc. San Jose, CA 95110 (408) 216-8360 Susan L. Bostrom (408) 890-4833 Former Executive Vice President, Chief Marketing Officer, www.nutanix.com Worldwide Government Affairs, Cisco Systems, Inc. INVESTOR RELATIONS Craig Conway Tonya Chin Former Chief Executive Officer, PeopleSoft, Inc. Vice President, Corporate Communications and Investor Relations (408) 560-2675 Steven J. Gomo Email: [email protected] Former Chief Financial Officer, NetApp, Inc. You may also reach us by visiting the investor relations John McAdam portion of our website at: ir.nutanix.com Former Chief Executive Officer, F5 Networks, Inc. Our Class A common stock trades on The Nasdaq Ravi Mhatre Global Select Market under the ticker symbol NTNX. Managing Director, Lightspeed Ventures REGISTRAR AND TRANSFER AGENT Jeffrey T. Parks For questions regarding stockholder accounts or changes General Partner, Riverwood Capital of address, please contact our transfer agent: Michael P. Scarpelli Computershare Trust Company, N.A. Chief Financial Officer, Snowflake Inc. 462 South 4th Street, Suite 1600 Louisville, KY 40202 Brian Stevens (781) 575-3100 Former Chief Technology Officer, Google Cloud (877) 373-6374 www.computershare.com NUTANIX EXECUTIVE OFFICERS Dheeraj Pandey Chief Executive Officer and Chairman Duston Williams Chief Financial Officer David Sangster Chief Operating Officer Tyler Wall Chief Legal Officer © 2019 Nutanix, Inc. All rights reserved. Nutanix, the Nutanix logo, and all Nutanix product and service names mentioned herein are registered trademarks or trademarks of Nutanix, Inc. in the United States and other countries. All other brand names mentioned herein are for identification purposes only and may be the trademarks of their respective holder(s). DEAR STOCKHOLDERS, This September, we completed three years as a public company and ten years since we were founded. In a short span of a decade, we have done more than $5 billion in lifetime sales, transformed into a software business, progressed quickly toward a subscription business model at scale having recorded over $1.2 billion in annual revenues in our most recent fiscal year in addition to having over $900 million in deferred revenues on our balance sheet, and exceeded the 14,000 customer mark while still keeping an average Net Promoter Score (NPS) of 90 over the past 5 years. And during this time, we’ve consistently maintained our leadership position in the Gartner Magic Quadrant, while also being ranked by global CIOs in JPMC’s 2019 CIO Survey as one of their favorite companies to do business with! As I mentioned in my letter last year, our market thesis — of what cloud computing would look like between private (owned) and public (rented) models — is now the dominant thinking within the market. Enterprises covet the portability and choice of a multi-cloud computing model. Blurring the lines between owned and rented clouds — and between various public clouds — is the most difficult computer science problem of this decade. At Nutanix, we are committed to (i) a single software architecture across them all, (ii) a single licensing model for consumption (subscription), and (iii) a single pane of glass to virtualize, simplify, and integrate the differences across the various clouds. True Hybrid Cloud is Hard; Requires Integrity... and Grit The core of Nutanix’s innovation these last ten years has been software-defined infrastructure, in that all datacenter devices needed to move to pure software running on commodity x86 servers. Standardized hardware, a common operating system, consumer-grade design, and deep automation are the distinct virtues that define a true cloud, public or private. In this coming decade, we will double down on our core vision once again, as we demonstrate why cloud computing for the enterprise is about location-agnostic software that runs at the edge, in the core (private) cloud, and in the large multi-tenant (public) cloud. Achieving symmetry across various locations with a highly portable licensing model, i.e., subscription, has been our journey this last fiscal year. And it hasn’t been easy, to say the least, as we’ve changed our pricing model at a global scale, and moved many of our customers from life-of-device entitlements to term licenses. The silver lining is that we’re ahead of our expectations in this transition, with 65% of our revenues subscription- based in the fourth quarter of our last fiscal year, driven by the secular consumption model shift happening within our customer base. Our employees and our investors have shown immense grit and patience, as we’ve taken on one of the rarest double transitions in the history of IT, moving from an appliance business model in 2017 to a subscription model in 2019, bringing substance to our hybrid cloud vision. We are deeply grateful for your investment in Nutanix. Our hard work is beginning to pay off, as we establish a baseline for our new pricing, sales funnel, and revenue models. Resilience and Delight: Two Sides of the Same Coin Gritty companies in the history of technology have shown resilience on Wall Street because of one simple trait: their ability to delight Main Street (customers), no matter what. We are one of the very few companies in tech that, at scale, continue to be profoundly empathetic to the needs of our customers. This empathy is demonstrated in our highly differentiated NPS, and how our existing customers continue to do repeat business with us year after year. At the same time, our grasp of what the market needs has been second to none. This insight is why our new products have very quickly become pervasive in our business — with 26% of our deals last fiscal year including one or more of our new products, without any unnatural bundling of shelfware. The full-stack of Nutanix is emerging, with the core hyperconvergence platform as the foundation for all our new “apps.” The road to success is not always in a straight line, and our quarterly results to Wall Street have shown that transitions require short term pain for long term gain. Nevertheless, we’ve done a great job of bringing Main Street along with us. We delivered industry- leading innovation for our customers this last decade — including two back-to-back business model transitions. Consequently, our end-user customers have become “investors” in this moment of transition, as we invest our profits back into the business. Conversely, we’d love to treat our Wall Street investors as “customers” to whom we bring delight in the coming several years. In the last few quarters, we’ve simplified and streamlined our go-to-market motion as well as messaging — with an increased focus on our subscription model change, and commercial segmentation — that we believe will make us meaningfully more efficient than before. Wall Street and Main Street are two sides of the same coin. We are confident that our Wall Street “customers” will see delight as we operate this business at a multi-billion dollar scale and strive to make computing invisible, anywhere. Thanks, Dheeraj Pandey 1740 Technology Drive, Suite 150 San Jose, California 95110 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To Be Held On December 13, 2019 at 8:30 a.m., Pacific Time To the Stockholders of Nutanix, Inc.: On behalf of our board of directors, it is our pleasure to invite you to attend the 2019 annual meeting of stockholders, including any adjournment or postponement thereof, or the Annual Meeting, of Nutanix, Inc., a Delaware corporation. The Annual Meeting will be held virtually, via live webcast at www.virtualshareholdermeeting.com/NTNX2019, originating from San Jose, California, on Friday, December 13, 2019 at 8:30 a.m., Pacific Time, and, for the following purposes, as more fully described in the accompanying proxy statement: 1. To elect two Class III directors, Ravi Mhatre and Dheeraj Pandey, to serve until the annual meeting of stockholders to take place after the end of the fiscal year ending July 31, 2022. 2. To ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending July 31, 2020. 3. To approve, on a non-binding advisory basis, the compensation of our Named Executive Officers. 4. To approve certain amendments to our 2016 Employee Stock Purchase Plan, or the ESPP, including an amendment to increase the maximum number of shares of our Class A common stock authorized for sale thereunder by 9,200,000 shares. 5. To conduct any other business properly brought before the meeting. These items of business are more fully described in the proxy materials accompanying this notice. The record date for the Annual Meeting, or the Record Date, is October 21, 2019. Only stockholders of record of our Class A common stock and Class B common stock at the close of business on the Record Date may vote at the Annual Meeting. On or about October 30, 2019, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials, or the Notice, containing instructions on how to access our proxy statement and annual report.