0001596532False00015965322024-06-072024-06-07

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________
FORM 8-K
____________________________

 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (date of earliest event reported): June 7, 2024
___________________________________________________
ARISTA NETWORKS, INC.
(Exact name of registrant as specified in its charter)
___________________________________________________
Delaware 001-36468 20-1751121
(State or other jurisdiction of
incorporation)		 (Commission File No.) (IRS Employer Identification
No.)

5453 Great America Parkway
Santa Clara, CA 95054
(Address of principal executive offices) (Zip Code)
 
(408) 547-5500
(Registrant’s telephone number, including area code)

Not Applicable
(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):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.0001 par valueANETNew York Stock Exchange
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 June 7, 2024, Arista Networks, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the "Annual Meeting"). The stockholders voted on the following proposals at the Annual Meeting:
1.To elect three Class I directors to serve until the 2027 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; and
3.Ratification of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2024.
4.To approve the Amended, Restated and Extended 2014 Equity Incentive Plan.

For more information about the foregoing proposals, see the Company’s proxy statement, filed with the Securities and Exchange Commission on April 24, 2024.

The voting results for each of the proposals are as follows:
1.Election of Directors
Nominee
For
Withheld
Broker Non-votes
Kelly Battles
197,222,966
62,883,843
24,788,805
Kenneth Duda
248,992,460
11,114,349
24,788,805
Jayshree Ullal
209,185,230
50,921,579
24,788,805
Each director nominee was duly elected to serve until the 2027 annual meeting of stockholders and until his or her successor is duly elected and qualified, subject to earlier resignation or removal.

2.Advisory Vote on Named Executive Officer Compensation
For
Against
Abstained
Broker Non-votes
242,610,681
15,591,669
1,904,459
24,788,805

The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers.

3. Ratification of Appointment of Independent Registered Public Accounting Firm
For
Against
Abstained
280,027,165
4,632,818
235,631

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, 2024.

4.Amended, Restated and Extended 2014 Equity Incentive Plan
For
Against
Abstained
Broker Non-votes
248,231,831
9,911,280
1,963,698
24,788,805

The stockholders approved the Amended, Restated and Extended 2014 Equity Incentive Plan.



SIGNATURES

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 10, 2024
/s/ CHANTELLE BREITHAUPT
Chantelle Breithaupt
Senior Vice President, Chief Financial Officer


v3.24.1.1.u2
Cover
Jun. 07, 2024
Document Information [Line Items]  
Document Type 8-K
Document Period End Date Jun. 07, 2024
Entity Registrant Name ARISTA NETWORKS, INC.
Entity Incorporation, State or Country Code DE
Entity File Number 001-36468
Entity Tax Identification Number 20-1751121
Entity Address, Address Line One 5453 Great America Parkway
Entity Address, City or Town Santa Clara
Entity Address, State or Province CA
Entity Address, Postal Zip Code 95054
City Area Code 408
Local Phone Number 547-5500
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.0001 par value
Trading Symbol ANET
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001596532
Amendment Flag false
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