Form 8-K Arista Networks, Inc. For: May 31
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
May 31, 2022
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction of|
|(Commission File Number)||(IRS Employer Identification|
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading Symbol(s)||Name of each exchange on which registered|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
ITEM 5.07 Submission of Matters to a Vote of Security Holders.
On May 31, 2022, Arista Networks, Inc. (the "Company") held its 2022 Annual Meeting of Stockholders (the "Annual Meeting"). The stockholders voted on the following proposals at the Annual Meeting:
1.To elect two Class II directors to serve until the 2025 annual meeting of stockholders and until their successors are duly elected and qualified, subject to earlier resignation or removal;
2.To approve, on an advisory basis, the compensation of the Company's named executive officers;
3.To approve, on an advisory basis, the frequency of future advisory votes on the compensation of the Company's named executive officers; and
4.To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2022.
For more information about the foregoing proposals, see the Company’s proxy statement, filed with the Securities and Exchange Commission on April 20, 2022 (the "Proxy Statement").
The voting results for each of the proposals are as follows:
1.Election of Directors
Each director nominee was duly elected to serve until the 2025 annual meeting of stockholders and until his successor is duly elected and qualified, subject to earlier resignation or removal.
2.Advisory Vote on Named Executive Officer Compensation
The stockholders approved, on an advisory basis, the compensation of the Company's named executive officers.
3.Advisory Vote on the Frequency of Future Advisory Votes on Named Executive Officer Compensation
|One Year||Two Years||Three Years||Abstained|
Based on the votes set forth above, the stockholders advised that they were in favor of every year as the frequency of holding an advisory vote on the compensation of the Company’s named executive officers.
Based on the recommendation of the board of directors of the Company in the Proxy Statement and the voting results from Proposal 3, the Company will include an advisory vote on the compensation of the Company’s named executive officers in its proxy statement every one year until the next required non-binding advisory vote on the frequency of an advisory vote on the compensation of the Company’s named executive officers.
4.Ratification of Appointment of Independent Registered Public Accounting Firm
The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|ARISTA NETWORKS, INC.|
|June 3, 2022||By: /s/ ITA BRENNAN|
|Chief Financial Officer|
|(Principal Accounting and Financial Officer)|
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