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Share Name | Share Symbol | Market | Type |
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Arista Networks | NYSE:ANET | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 263.67 | 0 | 01:00:00 |
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¨
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Under §240.14a-12
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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¨
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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By the order of the Board of Directors,
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Jayshree Ullal
Chief Executive Officer, President and Director
Santa Clara, California
April 19, 2017
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Page
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•
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a proposal to approve the election of two Class III directors to serve until the 2020 annual meeting of stockholders and until their successors are duly elected and qualified;
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a proposal to approve, on an advisory basis, the compensation of our named executive officers;
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a proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2017; and
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any other business as may properly come before the Annual Meeting.
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“FOR” the election of Mark Templeton and Nikos Theodosopoulos as Class III directors;
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“FOR” the approval, on an advisory basis, of executive compensation of our named executive officers; and
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“FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2017.
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Proposal No. 1
: The election of directors requires a plurality vote of the shares of our common stock present in person or by proxy at the Annual Meeting and entitled to vote thereon to be approved. “Plurality” means that the nominees who receive the largest number of votes cast “for” are elected as directors. As a result, any shares not voted “for” a particular nominee (whether as a result of stockholder abstention or a broker non-vote) will not be counted in such nominee’s favor and will have no effect on the outcome of the election. You may vote “for” or “withhold” on each of the nominees for election as a director.
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Proposal No. 2
: The approval, on an advisory basis, of our executive compensation must receive the affirmative vote of at least a majority of the shares of our common stock present in person or by proxy at the Annual Meeting and entitled to vote thereon to be approved. Abstentions are considered votes cast and thus, will have the same effect as votes “against” the proposal. Broker non-votes will have no effect on the outcome of the vote. However, because this proposal is an advisory vote, the result will not be binding on our board of directors or our company.
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Proposal No. 3
: The ratification of the appointment of Ernst & Young LLP requires the affirmative vote of a majority of the shares of our common stock present in person or by proxy at the Annual Meeting and entitled to vote thereon to be approved. Abstentions are considered votes cast and thus, will have the same effect as votes “against” the proposal. Broker non-votes will have no effect on the outcome of the vote.
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by Internet at http://www.proxyvote.com, 24 hours a day, seven days a week, until 11:59 p.m. EST on May 31, 2017 (have your proxy card in hand when you visit the website);
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by toll-free telephone at 1-800-690-6903 until 11:59 p.m. EST on May 31, 2017 (have your proxy card in hand when you call);
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by completing and mailing your proxy card (if you received printed proxy materials); or
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by written ballot at the Annual Meeting.
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entering a new vote by Internet or by telephone;
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returning a later-dated proxy card;
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notifying the Secretary of Arista Networks, Inc., in writing, at Arista Networks, Inc., 5453 Great America Parkway, Santa Clara , California 95054; or
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completing a written ballot at the Annual Meeting.
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not earlier than February 3, 2018; and
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not later than the close of business on March 5, 2018.
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the 90th day prior to such annual meeting; or
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the 10th day following the day on which public announcement of the date of such annual meeting is first made.
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Class
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Age
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Position
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Director
Since
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Current
Term
Expires
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Expiration
of Term
For Which
Nominated
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Directors with Terms expiring at the Annual Meeting/Nominees
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Marc Stoll
(1)(3)*
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III
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46
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Director
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2013
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2017
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N/A
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Nikos Theodosopoulos
(1)(3)
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III
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54
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Director
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2014
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2017
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2020
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New Director Nominees
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Mark Templeton
(1)(3)
**
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III
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64
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Director
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N/A
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N/A
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2020
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Continuing Directors
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Andreas Bechtolsheim
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I
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61
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Founder, Chief Development Officer, Director and Chairman of the Board of Directors
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2004
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2018
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Jayshree Ullal
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I
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56
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Chief Executive Officer, President and Director
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2008
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2018
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Charles Giancarlo
(2)(3)
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II
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59
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Director
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2013
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2019
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Ann Mather
(1)
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II
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57
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Director
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2013
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2019
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Daniel Scheinman
(2)(3)
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II
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54
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Director
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2011
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2019
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•
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selecting and hiring our independent registered public accounting firm;
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•
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evaluating the performance and independence of our independent registered public accounting firm;
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•
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approving the audit and pre-approving any non-audit services to be performed by our independent registered public accounting firm;
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•
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reviewing our financial statements and restated disclosures and reviewing our critical accounting policies and practices;
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reviewing the adequacy and effectiveness of our internal control policies and procedures and our disclosure controls and procedures;
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•
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overseeing procedures for the treatment of complaints on accounting, internal accounting controls or audit matters;
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•
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reviewing and discussing with management and the independent registered public accounting firm the results of our annual audit, our quarterly financial statements and our publicly filed reports;
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reviewing and approving in advance any proposed related person transactions; and
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preparing the audit committee report that the SEC requires in our annual proxy statement.
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reviewing and approving our Chief Executive Officer’s and other executive officers’ annual base salaries, incentive compensation plans, including the specific goals and amounts, equity compensation, employment agreements, severance arrangements and change in control agreements and any other benefits, compensation or arrangements;
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•
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administering our equity compensation plans;
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overseeing our overall compensation philosophy, compensation plans and benefits programs; and
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preparing the compensation committee report that the SEC will require in our annual proxy statement.
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evaluating and making recommendations regarding the compensation, organization and governance of our board of directors and its committees;
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evaluating and making recommendations regarding the creation of additional committees or the change in mandate or dissolution of committees;
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reviewing and making recommendations with regard to our Corporate Governance Guidelines and compliance with laws and regulations; and
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reviewing and approving conflicts of interest of our directors and corporate officers, other than related person transactions reviewed by the audit committee.
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Director
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Fees Earned
or Paid in
Cash ($)
(1)
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Stock
Awards ($)
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Option
Awards ($)
(2)
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Total ($)
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Charles Giancarlo
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97,000
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722,100
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—
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819,000
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Ann Mather
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100,000
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722,100
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—
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822,100
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Daniel Scheinman
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97,000
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722,100
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—
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819,000
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Marc Stoll
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95,000
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—
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—
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95,000
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Nikos Theodosopoulos
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95,000
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—
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—
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95,000
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(1)
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The amount reported represents the fees earned for service on our board of directors and committees of our board of directors for 2016.
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(2)
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The following table lists all outstanding equity awards held by our non-employee directors as of December 31, 2016:
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Director
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Stock
Awards
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Option
Awards
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Charles Giancarlo
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36,334
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—
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Ann Mather
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8,334
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50,000
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Daniel Scheinman
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8,334
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28,000
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Marc Stoll
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—
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50,000
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Nikos Theodosopoulos
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—
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25,000
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•
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a $75,000 cash retainer for general board service;
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•
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a cash retainer for chairing a committee ranging from $12,000 to $25,000; and
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•
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a $10,000 cash retainer for committee service.
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2015
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2016
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(In Thousands)
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Audit Fees
(1)
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$
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2,635
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$
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2,450
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Audit-Related Fees
(2)
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$
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61
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$
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12
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Tax Fees
(3)
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$
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1,648
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$
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1,773
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All Other Fees
(4)
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—
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—
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Total Fees
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$
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4,344
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$
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4,235
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(1)
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Audit Fees consist of professional services rendered in connection with the audit of our annual consolidated financial statements, including audited financial statements presented in our Annual Report on Form 10-K and services that are normally provided by the independent registered public accountants in connection with statutory and regulatory filings or engagements for those fiscal years.
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(2)
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Audit-Related Fees consist of fees for professional services for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit Fees.” These services include accounting consultations concerning financial accounting and reporting standards.
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(3)
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Tax Fees consist of fees for professional services for tax compliance, tax advice and tax planning. These services include assistance regarding federal, state and international tax compliance.
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(4)
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All Other Fees consist of permitted services other than those that meet the criteria above.
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reviewed and discussed the audited financial statements with management and EY;
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•
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discussed with EY the matters required to be discussed by the statement on Auditing Standards No. 1301, Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board; and
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•
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received the written disclosures and the letter from EY required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the audit committee concerning independence, and has discussed with EY its independence.
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Name
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|
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Age
|
|
Position
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Jayshree Ullal
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56
|
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Chief Executive Officer, President and Director
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Andreas Bechtolsheim
|
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61
|
|
Founder, Chief Development Officer, Director and Chairman of the Board of Directors
|
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Ita Brennan
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50
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Senior Vice President, Chief Financial Officer
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Kenneth Duda
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45
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Founder, Chief Technology Officer and Senior Vice President, Software Engineering
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John McCool
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57
|
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Chief Platform Officer, Senior Vice President of Engineering Operations
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Anshul Sadana
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40
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Chief Customer Officer
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Marc Taxay
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48
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Senior Vice President, General Counsel
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•
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Jayshree Ullal, our President and Chief Executive Officer;
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•
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Ita Brennan, our Chief Financial Officer;
|
•
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Andreas Bechtolsheim, our Founder, Chief Development Officer;
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•
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Anshul Sadana, our Chief Customer Officer; and
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•
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Marc Taxay, our Senior Vice President, General Counsel.
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•
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Revenue for our fiscal year 2016 was $1.1 billion, representing an increase of 34.8% compared to fiscal year 2015. We have over 4,200 customers and continue to add new customers and expand our market presence and geographic footprint.
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•
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Our non-GAAP operating income for fiscal year 2016 was $338 million or 30% of revenue. The ratio of non-GAAP operating income to revenue is a key metric for our stockholders as it provides a consistent measure of the profitability of our business and we use non-GAAP operating income in our 2016 Bonus Plan (as defined below).
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•
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Our GAAP net income for fiscal year 2016 was $184.2 million, or $2.50 per diluted share, compared to GAAP net income of $121.1 million, or $1.67 per diluted share, in fiscal year 2015.
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•
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In early 2016, we unveiled the next phase of Arista EOS (Extensible Operating System) enabling network-wide state with NetDB™ for secure cloud network control, automation, and analytics.
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•
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In the first quarter of fiscal year 2016, we introduced the flagship Arista 7500R Series, the third generation spine with universal switching and routing for cloud, service provider and, next generation enterprise data centers as the foundation of Arista’s Universal Cloud Network architecture.
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•
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We introduced the Arista FlexRoute™ Engine, which provides support for the full internet routing table at wire speed, more than one million routes and support for range of routing protocols on the Arista R series.
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•
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In mid-2016, we introduced the Arista 7280R Series Universal Leaf, a new fixed switching and routing platform for next generation data centers capable of a broad set of leaf networking use-cases, especially IP storage, routing and digital media.
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•
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Arista Networks was recognized as a leader in Gartner’s 2016 Magic Quadrant for Data Center Networking for the second consecutive year and was ranked as Number Two on the Forbes Fast Tech 25, a list of the 25 fastest growing Public Tech companies, based on three-year average sales growth of 63%.
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•
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In the third quarter of fiscal year 2016, we introduced next-generation, real-time analytics capabilities that leverage CloudVision(R) to deliver deep streaming and visibility into workloads, workflows, and workstreams on a network-wide basis, reducing operational costs.
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•
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In late 2016, we introduced Arista AlgoMatch™, an innovation that delivers advanced network enforcement for networking along with the new Arista 7160 Series 25/100GbE programmable platforms, with more flexible and scalable solutions utilizing new merchant silicon from Cavium that lowers operational costs.
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•
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Annual Bonuses Reflect Pay for Performance
- As noted above, we demonstrated strong financial performance in fiscal 2016, achieving revenue of approximately $1.1 billion an increase of 34.8% over 2015 levels, with non-GAAP gross margin of 64%, and a non-GAAP operating income to revenue ratio of 30%. Based on these results we rewarded our Named Executive Officers with payments under our 2016 Bonus Plan in excess of the base level of achievement.
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•
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Modest Compensation Increases and Equity Grants
- Increases in annual cash compensation were limited and we provided modest but competitive long-term equity awards in fiscal 2016.
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•
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Our compensation committee is made up solely of independent directors and makes all executive compensation decisions.
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•
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Our compensation committee engages its own independent compensation consultant to assist with its compensation reviews.
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•
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Our compensation committee reviews our executive compensation program annually.
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•
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Our potential change in control payments and benefits are limited in nature and are received only in connection with the termination of employment without cause or for good reason in connection with or following a change in control (thus, there are no “single-trigger” benefits).
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•
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We do not offer pension arrangements, retirement plans, or nonqualified deferred compensation plans or arrangements to our executive officers, other than the plans generally available to all employees.
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•
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We do not offer golden parachute tax gross-ups to any of our Named Executive Officers or other executive officers.
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•
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reward the successful achievement of our financial growth objectives;
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•
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drive the development of a successful and profitable business;
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•
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attract, motivate, reward, and retain highly qualified executives who are important to our success;
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•
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recognize strong performers by offering cash performance-based incentive compensation and equity awards that have the potential to reward individual achievement as well as contributions to our overall success; and
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•
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create value for our stockholders.
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Ubiquiti Networks
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VMware
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Juniper Networks
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Palo Alto Networks
|
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Splunk
|
|
|
Named Executive Officer
|
|
|
Fiscal 2016 Base
Salary
|
|
Percentage
Change
|
Jayshree Ullal
|
|
$300,000
|
|
0%
|
|
Ita Brennan
|
|
$300,000
|
|
0%
|
|
Andreas Bechtolsheim
|
|
$300,000
|
|
0%
|
|
Anshul Sadana
|
|
$275,000
|
|
14.6%
|
|
Marc Taxay
|
|
$270,000
|
|
28.5%
|
Named Executive Officer
|
|
|
Actual Incentive
Compensation
|
Jayshree Ullal
|
|
$450,000
|
|
Ita Brennan
|
|
$250,000
|
|
Andreas Bechtolsheim
|
|
$450,000
|
|
Anshul Sadana
|
|
$400,000
|
|
Marc Taxay
|
|
$250,000
|
Named Executive Officer
|
|
|
Refresh RSUs
|
|
Refresh Options
|
Jayshree Ullal
|
|
—
|
|
100,000
|
|
Andreas Bechtolsheim
|
|
—
|
|
100,000
|
|
Ita Brennan
|
|
6,000
|
|
20,000
|
|
Anshul Sadana
|
|
10,000
|
|
25,000
|
|
Marc Taxay
|
|
4,000
|
|
10,000
|
Named Executive Officer
|
|
|
Promotion RSUs
|
|
Promotion Options
|
Marc Taxay
|
|
12,000
|
|
15,000
|
|
Anshul Sadana
|
|
15,000
|
|
—
|
•
|
an act of dishonesty made by executive in connection with executive’s responsibilities as an employee;
|
•
|
executive’s conviction of, or plea of nolo contendere to, a felony or any crime involving fraud, embezzlement or any other act of moral turpitude;
|
•
|
executive’s gross misconduct;
|
•
|
executive’s unauthorized use of disclosure of any proprietary information or trade secrets of ours or any other party to whom executive owes a duty of non-disclosure as a result of executive’s relationship with us;
|
•
|
executive’s willful breach of any obligations under any written agreement or covenant with us; or
|
•
|
executive’s continued failure to perform his or her duties after a demand from us setting the basis of our belief and failure to cure within 10 business days after receiving such notice.
|
•
|
a material diminution of executive’s authority, duties or responsibilities;
|
•
|
a material reduction of executive’s base salary (other than reduction applied to management generally); or
|
•
|
a material change in the geographic location of executive’s primary work facility or location.
|
Name and
Principal Position
(1)
|
|
|
Year
|
|
Salary
($)
|
|
Stock
Awards
($)
(2)
|
|
Option
Awards
($)
(2)
|
|
Non-Equity
Incentive Plan
Compensation
($)
|
|
All Other
Compensation
($)
|
|
Total ($)
|
|||||
Jayshree Ullal
|
|
2016
|
|
300,000
|
|
—
|
|
|
2,327,870
|
|
|
450,000
|
|
432
|
|
(3)
|
|
3,078,302
|
|
|
Chief Executive Officer
|
|
2015
|
|
301,154
|
|
—
|
|
|
—
|
|
|
400,000
|
|
33,374
|
|
|
|
734,528
|
|
|
|
|
2014
|
|
301,154
|
|
—
|
|
|
387,390
|
|
|
300,000
|
|
216
|
|
|
|
988,760
|
|
|
Ita Brennan
|
|
2016
|
|
300,000
|
|
337,440
|
|
|
473,412
|
|
|
250,000
|
|
432
|
|
(3)
|
|
1,361,284
|
|
|
Chief Financial Officer
|
|
2015
|
|
189,231
|
|
6,372,750
|
|
|
1,220,602
|
|
|
150,000
|
|
252
|
|
|
|
7,932,835
|
|
|
Andreas Bechtolsheim
|
|
2016
|
|
300,000
|
|
—
|
|
|
2,327,870
|
|
|
450,000
|
|
432
|
|
(3)
|
|
3,078,302
|
|
|
Chief Development Officer
|
|
2015
|
|
301,154
|
|
—
|
|
|
—
|
|
|
400,000
|
|
21,567
|
|
|
|
722,721
|
|
|
|
|
2014
|
|
301,154
|
|
—
|
|
|
12,636,257
|
|
|
300,000
|
|
216
|
|
|
|
13,237,627
|
|
|
Anshul Sadana
|
|
2016
|
|
248,077
|
|
1,769,150
|
|
|
591,765
|
|
|
400,000
|
|
354
|
|
(3)
|
|
3,009,346
|
|
|
Chief Customer Officer
|
|
2015
|
|
240,923
|
|
—
|
|
|
611,288
|
|
|
350,000
|
|
28,049
|
|
|
|
1,230,260
|
|
|
|
|
2014
|
|
238,923
|
|
—
|
|
|
4,317,878
|
|
|
250,000
|
|
168
|
|
|
|
4,806,969
|
|
|
Marc Taxay
|
|
2016
|
|
256,154
|
|
1,005,080
|
|
|
624,057
|
|
|
250,000
|
|
292
|
|
(3)
|
|
2,135,583
|
|
|
Senior Vice President, General Counsel
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Marc Taxay was not a named executive officer for either fiscal 2015 or fiscal 2014. Ita Brennan was neither a named executive officer nor our employee in fiscal 2014.
|
(2)
|
The amounts reported represent the aggregate grant-date fair value of the stock options awarded to the named executive officer, calculated in accordance with FASB ASC Topic 718. Such grant-date fair value does not take into account any estimated forfeitures related to service-vesting conditions. The assumptions used in calculating the grant-date fair value of the stock options reported in this column are set forth in our audited consolidated financial statements included in our Annual Report on Form 10-K, as filed with the SEC on February 17, 2017.
|
(3)
|
The amounts reported for fiscal 2016 represent a life insurance premium paid on the named executive officer’s behalf.
|
|
|
|
|
|
|
Option Awards
|
|
Stock Awards
|
||||||||||||||
Name
|
|
|
Grant
Date
|
|
|
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
|
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
|
|
Option
Exercise
Price
($)
(1)
|
|
Option
Expiration
Date
|
|
Number of
Shares or
Units of Stock
That Have
Not Vested
(#)
(2)
|
|
Market Value
of Shares or
Units of Stock
That Have
Not Vested
($)
(3)
|
||||||
Jayshree Ullal
|
|
4/30/2011
|
(4)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
150,000
|
|
|
14,515,500
|
|
|
|
|
1/13/2014
|
(5)
|
|
20,000
|
|
|
—
|
|
|
22.49
|
|
|
1/12/2024
|
|
|
—
|
|
|
—
|
|
|
|
|
2/12/2016
|
(6)
|
|
—
|
|
|
100,000
|
|
|
56.24
|
|
|
2/11/2026
|
|
|
—
|
|
|
—
|
|
|
Ita Brennan
|
|
6/16/2015
|
(7)
|
|
7,917
|
|
|
17,083
|
|
|
84.97
|
|
|
6/15/2025
|
|
|
—
|
|
|
—
|
|
|
|
|
6/16/2015
|
(8)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
52,500
|
|
|
5,080,425
|
|
|
|
|
9/11/2015
|
(9)
|
|
—
|
|
|
10,000
|
|
|
64.46
|
|
|
9/10/2025
|
|
|
—
|
|
|
—
|
|
|
|
|
2/12/2016
|
(10)
|
|
—
|
|
|
20,000
|
|
|
56.24
|
|
|
2/11/2026
|
|
|
—
|
|
|
—
|
|
|
|
|
2/12/2016
|
(11)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,000
|
|
|
580,620
|
|
|
Andreas Bechtolsheim
|
|
1/13/2014
|
(12)
|
|
20,000
|
|
|
—
|
|
|
22.49
|
|
|
1/12/2024
|
|
|
—
|
|
|
—
|
|
|
|
|
5/20/2014
|
(13)
|
|
500,000
|
|
|
—
|
|
|
38.00
|
|
|
5/19/2024
|
|
|
—
|
|
|
—
|
|
|
|
|
12/16/2014
|
(14)
|
|
28,000
|
|
|
42,000
|
|
|
68.34
|
|
|
12/15/2024
|
|
|
—
|
|
|
—
|
|
|
|
|
2/12/2016
|
(15)
|
|
—
|
|
|
100,000
|
|
|
56.24
|
|
|
2/11/2026
|
|
|
—
|
|
|
—
|
|
|
Anshul Sadana
|
|
9/28/2012
|
(16)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,000
|
|
|
483,850
|
|
|
|
|
1/7/2013
|
(17)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,500
|
|
|
241,925
|
|
|
|
|
3/11/2013
|
(18)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31,500
|
|
|
3,048,255
|
|
|
|
|
4/19/2013
|
(19)
|
|
23,000
|
|
|
—
|
|
|
7.76
|
|
|
4/18/2023
|
|
|
—
|
|
|
—
|
|
|
|
|
1/13/2014
|
(20)
|
|
24,000
|
|
|
—
|
|
|
22.49
|
|
|
1/12/2024
|
|
|
—
|
|
|
—
|
|
|
|
|
2/11/2014
|
(21)
|
|
100,000
|
|
|
—
|
|
|
30.67
|
|
|
2/10/2024
|
|
|
—
|
|
|
—
|
|
|
|
|
12/16/2014
|
(22)
|
|
—
|
|
|
50,000
|
|
|
68.34
|
|
|
12/15/2024
|
|
|
—
|
|
|
—
|
|
|
|
|
9/11/2015
|
(23)
|
|
—
|
|
|
20,000
|
|
|
64.46
|
|
|
9/10/2025
|
|
|
—
|
|
|
—
|
|
|
|
|
2/12/2016
|
(24)
|
|
—
|
|
|
25,000
|
|
|
56.24
|
|
|
2/11/2026
|
|
|
—
|
|
|
—
|
|
|
|
|
2/12/2016
|
(25)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,000
|
|
|
967,700
|
|
|
|
|
10/14/2016
|
(26)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,000
|
|
|
1,451,550
|
|
|
Marc Taxay
|
|
3/11/2013
|
(27)
|
|
18,000
|
|
|
—
|
|
|
7.76
|
|
|
3/10/2023
|
|
|
—
|
|
|
—
|
|
|
|
|
4/19/2013
|
(28)
|
|
2,917
|
|
|
—
|
|
|
7.76
|
|
|
4/18/2023
|
|
|
—
|
|
|
—
|
|
|
|
|
1/13/2014
|
(29)
|
|
9,083
|
|
|
—
|
|
|
22.49
|
|
|
1/12/2024
|
|
|
—
|
|
|
—
|
|
|
|
|
2/11/2014
|
(30)
|
|
10,000
|
|
|
—
|
|
|
30.67
|
|
|
2/10/2024
|
|
|
—
|
|
|
—
|
|
|
|
|
12/16/2014
|
(31)
|
|
—
|
|
|
10,000
|
|
|
68.34
|
|
|
12/15/2024
|
|
|
—
|
|
|
—
|
|
|
|
|
4/21/2015
|
(32)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,000
|
|
|
1,451,550
|
|
|
|
|
9/11/2015
|
(33)
|
|
—
|
|
|
10,000
|
|
|
64.46
|
|
|
9/10/2025
|
|
|
—
|
|
|
—
|
|
|
|
|
2/12/2016
|
(34)
|
|
—
|
|
|
10,000
|
|
|
56.24
|
|
|
2/11/2026
|
|
|
—
|
|
|
—
|
|
|
|
|
2/12/2016
|
(35)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,000
|
|
|
387,080
|
|
|
|
|
4/8/2016
|
(36)
|
|
2,250
|
|
|
12,750
|
|
|
65.01
|
|
|
4/7/2026
|
|
|
—
|
|
|
—
|
|
|
|
|
4/8/2016
|
(37)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,200
|
|
|
987,054
|
|
|
(1)
|
This column represents the fair market value of a share of our common stock on the date of grant, as determined by our board of directors or our compensation committee, as applicable.
|
(2)
|
Represents (i) restricted stock awards and (ii) shares of restricted stock issued upon the early exercise of stock options, in each case that remained unvested as of December 31, 2016. We have a right to repurchase any unvested shares subject to each such award if the holder of the award ceases to provide services to us prior to the date on which all shares subject to the award have vested in accordance with the applicable vesting schedule described in the footnotes below.
|
(3)
|
This column represents the market value of the shares of our common stock underlying the stock as of December 31, 2016, based on the closing price of our common stock, as reported on the New York Stock Exchange, of $96.77 per share on December 31, 2016.
|
(4)
|
These shares remain subject to a repurchase right held by us at the original exercise price, in the event of the termination of Ms. Ullal’s employment with us. These shares vest with respect to 1/5 of the shares granted on September 30, 2013 with the remaining shares vesting in equal amounts over the next 48 months.
|
(5)
|
The option is subject to an early exercise provision and is immediately exercisable. This option vests, subject to Ms. Ullal’s continued role as a service provider to us, with respect to 1/5th of the shares granted one year from December 1, 2016 with the remaining shares vesting in equal amounts over the next 48 months.
|
(6)
|
This option vests, subject to Ms. Ullal’s continued role as a service provider to us, with respect to 1/60th of the shares each month from January 1, 2017.
|
(7)
|
This option vests, subject to Ms. Brennan’s continued role as a service provider to us, with respect to 1/5th of the shares one year from May 18, 2015 with the remaining shares vesting in equal amounts over the next 48 months.
|
(8)
|
This award of restricted stock units vests, subject to Ms. Brennan’s continued role as a service provider to us, with respect to 1/5th of the shares one year from May 18, 2015 with the remaining shares vesting in equal amounts over the next 16 quarters.
|
(9)
|
This option vests, subject to Ms. Brennan’s continued role as a service provider to us, with respect to 1/5th of the shares one year from December 1, 2016 with the remaining shares vesting in equal amounts over the next 48 months.
|
(10)
|
This option vests, subject to Ms. Brennan’s continued role as a service provider to us, with respect to 1/60th of the shares each month from April 1, 2017.
|
(11)
|
This award of restricted stock units vests, subject to Ms. Brennan’s continued role as a service provider to us, with respect to 1/16th of the shares on February 20, 2017 with the remaining shares vesting quarterly in equal amounts over the next 15 quarters.
|
(12)
|
The option is subject to an early exercise provision and is immediately exercisable. This option vests, subject to Mr. Bechtolsheim’s continued role as a service provider to us, with respect to 1/5th of the shares granted one year from December 1, 2016 with the remaining shares vesting in equal amounts over the next 48 months.
|
(13)
|
The option is subject to an early exercise provision and is immediately exercisable. This option vests, subject to Mr. Bechtolsheim’s continued role as a service provider to us, with respect to 1/5th of the shares one year from September 30, 2016 with the remaining shares vesting in equal amounts over the next 48 months.
|
(14)
|
This option vests, subject to Mr. Bechtolsheim’s continued role as a service provider to us, with respect to 1/5th of the shares one year from December 1, 2014 with the remaining shares vesting in equal amounts over the next 48 months.
|
(15)
|
This option vests, subject to Mr. Bechtolsheim’s continued role as a service provider to us, with respect to 1/60th of the shares each month from January 1, 2017.
|
(16)
|
These shares remain subject to repurchase right held by us at the original exercise price, in the event of the termination of Mr. Sadana’s employment with us. These shares vest with respect to 1/4th of the shares granted one year from August 1, 2013 with the remaining shares vesting in equal amounts over the next 36 months.
|
(17)
|
These shares remain subject to a repurchase right held by us at the original exercise price, in the event of the termination of Mr. Sadana’s employment with us. These shares vest with respect to 1/4th of the shares granted one year from December 1, 2013 with the remaining shares vesting in equal amounts over the next 36 months.
|
(18)
|
These shares remain subject to a repurchase right held by us at the original exercise price, in the event of the termination of Mr. Sadana’s employment with us. These shares vest with respect to 1/4th of the shares granted one year from December 1, 2015 with the remaining shares vesting in equal amounts over the next 36 months.
|
(19)
|
The option is subject to an early exercise provision and is immediately exercisable. This option vests, subject to Mr. Sadana’s continued role as a service provider to us, with respect to 1/4th of the shares granted one year from December 1, 2015 with the remaining shares vesting in equal amounts over the next 36 months.
|
(20)
|
The option is subject to an early exercise provision and is immediately exercisable. This option vests, subject to Mr. Sadana’s continued role as a service provider to us, with respect to 1/5th of the shares granted one year from December 1, 2016 with the remaining shares vesting in equal amounts over the next 48 months.
|
(21)
|
The option is subject to an early exercise provision and is immediately exercisable. This option vests, subject to Mr. Sadana’s continued role as a service provider to us, with respect to 1/5th of the shares granted one year from December 1, 2017 with the remaining shares vesting in equal amounts over the next 48 months.
|
(22)
|
This option vests, subject to Mr. Sadana’s continued role as a service provider to us, with respect to 1/5th of the shares granted one year from December 1, 2016 with the remaining shares vesting in equal amounts over the next 48 months.
|
(23)
|
This option vests, subject to Mr. Sadana’s continued role as a service provider to us, with respect to 1/5th of the shares granted one year from December 1, 2016 with the remaining shares vesting in equal amounts over the next 48 months.
|
(24)
|
This option vests, subject to Mr. Sadana’s continued role as a service provider to us, with respect to 1/60th of the shares each month from April 1, 2017.
|
(25)
|
This award of restricted stock units vests, subject to Mr. Sadana’s continued role as a service provider to us, with respect to 1/16th of the shares on February 20, 2017 with the remaining shares vesting quarterly in equal amounts over the next 15 quarters.
|
(26)
|
This award of restricted stock units vests, subject to Mr. Sadana’s continued role as a service provider to us, with respect to 1/20th of the shares each quarter from February 20, 2017.
|
(27)
|
The option is subject to an early exercise provision and is immediately exercisable. This option vests, subject to Mr. Taxay’s continued role as a service provider to us, with respect to 1/4th of the shares one year from February 19, 2013 with the remaining shares vesting in equal amounts over the next 36 months.
|
(28)
|
The option is subject to an early exercise provision and is immediately exercisable. This option vests, subject to Mr. Taxay’s continued role as a service provider to us, with respect to 1/4th of the shares one year from December 1, 2013 with the remaining shares vesting in equal amounts over the next 36 months.
|
(29)
|
The option is subject to an early exercise provision and is immediately exercisable. This option vests, subject to Mr. Taxay’s continued role as a service provider to us, with respect to 1/5th of the shares one year from May 1, 2015 with the remaining shares vesting in equal amounts over the next 48 months.
|
(30)
|
The option is subject to an early exercise provision and is immediately exercisable. This option vests, subject to Mr. Taxay’s continued role as a service provider to us, with respect to 1/5th of the shares one year from May 1, 2015 with the remaining shares vesting in equal amounts over the next 48 months.
|
(31)
|
This option vests, subject to Mr. Taxay’s continued role as a service provider to us, with respect to 1/5th of the shares one year from December 1, 2016 with the remaining shares vesting in equal amounts over the next 48 months.
|
(32)
|
This award of restricted stock units vests, subject to Mr. Taxay’s continued role as a service provider to us, with respect to 1/4th of the shares on May 20, 2016 with the remaining shares vesting in equal amounts over the next 12 quarters.
|
(33)
|
This option vests, subject to Mr. Taxay’s continued role as a service provider to us, with respect to 1/5th of the shares granted one year from December 1, 2016 with the remaining shares vesting in equal amounts over the next 48 months.
|
(34)
|
This option vests, subject to Mr. Taxay’s continued role as a service provider to us, with respect to 1/60th of the shares each month from April 1, 2017.
|
(35)
|
This award of restricted stock units vests, subject to Mr. Taxay’s continued role as a service provider to us, with respect to 1/16th of the shares on February 20, 2017 with the remaining shares vesting quarterly in equal amounts over the next 15 quarters.
|
(36)
|
This option vests, subject to Mr. Taxay’s continued role as a service provider to us, with respect to 1/60th of the shares each month from April 28, 2016.
|
(37)
|
This award of restricted stock units vests, subject to Mr. Taxay’s continued role as a service provider to us, with respect to 1/20th of the shares each quarter from May 20, 2016.
|
Named Executive Officer
|
|
Grant
Date
|
|
Estimated
Future
Payouts
Under
Non-Equity
Incentive
Plan
Awards
(Threshold)
($)
(1)
|
|
Estimated
Future
Payouts
Under Non-
Equity
Incentive
Plan
Awards
(Target)
($)
(1)
|
|
Estimated
Future
Payouts
Under Non-
Equity
Incentive
Plan
Awards
(Maximum)
($)
(1)
|
|
All Other
Stock
Awards:
Number
of Shares
of Stock
or Units
(#)
(2)
|
|
All Other
Option
Awards:
Number
of Shares
Underlying
Options
(#)
(2)
|
|
Exercise
Price of
Option
Awards
($)
|
|
Grant
Date Fair
Value of
Stock
and
Option
Awards
($)
(3)
|
|||||||
Jayshree Ullal
|
|
—
|
|
|
50,000
|
|
|
100,000
|
|
|
450,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
|
2/12/2016
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100,000
|
|
|
56.24
|
|
2,327,870
|
|
Ita Brennan
|
|
—
|
|
|
50,000
|
|
|
100,000
|
|
|
250,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
|
2/12/2016
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,000
|
|
|
56.24
|
|
473,412
|
|
|
|
2/12/2016
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,000
|
|
|
—
|
|
|
—
|
|
337,440
|
|
Andreas Bechtolsheim
|
|
—
|
|
|
50,000
|
|
|
100,000
|
|
|
450,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
|
2/12/2016
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100,000
|
|
|
56.24
|
|
2,327,870
|
|
Anshul Sadana
|
|
—
|
|
|
50,000
|
|
|
100,000
|
|
|
400,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
|
2/12/2016
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,000
|
|
|
56.24
|
|
591,765
|
|
|
|
2/12/2016
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,000
|
|
|
—
|
|
|
—
|
|
562,400
|
|
|
|
10/14/2016
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,000
|
|
|
—
|
|
|
—
|
|
1,206,750
|
|
Marc Taxay
|
|
—
|
|
|
50,000
|
|
|
100,000
|
|
|
250,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
|
2/12/2016
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,000
|
|
|
56.24
|
|
236,706
|
|
|
|
2/12/2016
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,000
|
|
|
—
|
|
|
—
|
|
224,960
|
|
|
|
4/8/2016
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,000
|
|
|
65.01
|
|
387,351
|
|
|
|
4/8/2016
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,000
|
|
|
—
|
|
|
—
|
|
780,120
|
|
|
(1)
|
Amounts in the Estimated Future Payouts Under Non-Equity Incentive Plan Awards columns relate to threshold, target and maximum incentive compensation opportunities under the 2016 Bonus Plan. The 2016 Bonus Plan included an over-performance component if we achieved in excess of plan performance. The amounts reported in the maximum column reflect the amounts paid by our compensation committee for fiscal 2016.
|
(2)
|
The restricted stock unit and stock option awards were made under the 2014 Equity Incentive Plan.
|
(3)
|
The amounts reported in the Grant Date Fair Value of Stock and Option Awards column represent the grant date fair value of stock options and/or restricted stock awards granted in fiscal 2016, calculated in accordance with ASC Topic 718.
|
|
|
|
Option Awards
|
|
Stock Awards
|
||||||||
Named Executive Officer
|
|
|
Number of
Shares
Acquired on
Exercise
(#)
|
|
Value
Realized on
Exercise
($)
(1)
|
|
Number of
Shares
Acquired on
Vesting
(#)
|
|
Value Realized
onVesting
($)
(2)
|
||||
Jayshree Ullal
|
|
—
|
|
|
—
|
|
|
200,000
|
|
|
15,138,653
|
|
|
Ita Brennan
|
|
—
|
|
|
—
|
|
|
22,500
|
|
|
1,696,650
|
|
|
Andreas Bechtolsheim
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Anshul Sadana
|
|
—
|
|
|
—
|
|
|
39,250
|
|
|
3,035,610
|
|
|
Marc Taxay
|
|
20,000
|
|
|
1,634,433
|
|
|
10,800
|
|
|
823,908
|
|
|
(1)
|
Based on the market price of our common stock on the date of exercise less the option exercise price paid for those shares, multiplied by the number of shares for which the option was exercised.
|
(2)
|
Based on the market price of our common stock on the vesting date or last closing value, multiplied by the number of shares vested.
|
|
(1)
|
The amounts reported in the table reflect the aggregate market value of the unvested shares of our common stock underlying outstanding restricted stock unit awards and stock options that would become vested on a
|
|
(1)
|
The amounts reported in the table reflect the aggregate market value of the unvested shares of our common stock underlying outstanding restricted stock unit awards and stock options that would become vested on a qualifying termination. For the unvested stock options, the aggregate market value is computed by multiplying (i) the number of shares of our common stock underlying unvested and outstanding stock options at December 31, 2016, that would become vested by (ii) the difference between $96.77 (the closing market price of our common stock on the New York Stock Exchange on December 31, 2016) and the exercise price of such option. For the restricted stock unit awards, the aggregate market value is computed by multiplying (i) the number of unvested shares of our common stock subject to outstanding restricted stock unit awards at December 31, 2016, that would become vested by (ii) $96.77 (the closing market price of our common stock on the New York Stock Exchange on December 31, 2016).
|
•
|
Our annual bonus plan considers a multiple of performance factors and allows our compensation committee to review performance on a holistic basis minimizing risk related to our short-term variable compensation; and
|
•
|
Our equity awards include multi-year vesting schedules requiring a long-term employee commitment.
|
Plan Category
|
|
|
(a) Number of
Securities to be Issued
Upon Exercise of
Outstanding Options,
Warrants and Rights
|
|
(b) Weighted Average
Exercise Price of
Outstanding Options,
Warrants and
Rights
(1)
|
|
(c) Number of
Securities Remaining
Available for Future
Issuance Under Equity
Compensation Plans
(Excluding Securities
Reflecting in Column
(a))
|
Equity compensation plans approved by stockholders
(2)
|
|
10,884,043
|
|
28.79
|
|
13,237,826
|
|
Equity compensation plans not approved by stockholders
|
|
—
|
|
—
|
|
—
|
|
Total
|
|
10,884,043
|
|
28.79
|
|
13,237,826
|
|
(1)
|
The weighted average exercise price is calculated based solely on outstanding stock options.
|
(2)
|
Includes the following plans: Arista Networks, Inc. 2014 Equity Incentive Plan (“2014 Plan”) and Arista Networks, Inc. 2014 Employee Stock Purchase Plan (“ESPP”). Our 2014 Plan provides that on the first day of each fiscal year beginning in 2016 and ending in (and including) 2024, the number of shares available for issuance thereunder is automatically increased by a number equal to the least of 12,500,000 shares, (ii) 3% of the outstanding shares of our common stock as of the last day of our immediately preceding year, or (iii) such other amount as our board of directors may determine. On January 1, 2017, the number of shares available for issuance under our 2014 Plan increased by 2,124,333 shares pursuant to these provisions. Our ESPP provides that on the first day of each fiscal year beginning in 2015 and ending in (and including) 2034, the number of shares available for issuance thereunder is automatically increased by a number equal to the least of (i) 2,500,000 shares, (ii) 1% of the outstanding shares of our common stock on the first day of such year, or (iii) such other amount as our board of directors may determine. On January 1, 2017, the number of shares available for issuance under our ESPP increased by 708,111 shares pursuant to these provisions. These increases are not reflected in the table above.
|
•
|
each of our directors and nominees for director;
|
•
|
each of our Named Executive Officers;
|
•
|
all of our current directors and executive officers as a group; and
|
•
|
each person or group, who beneficially owned more than 5% of our common stock.
|
Name of Beneficial Owner
|
|
|
Number of
Shares
Beneficially
Owned
|
|
Percentage of
Shares
Beneficially
Owned
|
||
5% Stockholders:
|
|
|
|
|
|||
Capital Research Global Investors
(1)
|
|
7,025,065
|
|
|
9.76
|
%
|
|
Wellington Management Group LLP
(2)
|
|
3,989,240
|
|
|
5.54
|
%
|
|
The Bechtolsheim Family Trust
(3)
|
|
12,663,121
|
|
|
17.60
|
%
|
|
The 2010 David R. Cheriton Irrevocable Trust dtd July 28, 2010
(4)
|
|
6,758,496
|
|
|
9.39
|
%
|
|
Named Executive Officers and Directors:
|
|
|
|
|
|||
Jayshree Ullal
(5)(6)
|
|
5,095,915
|
|
|
7.08
|
%
|
|
Ita Brennan
(7)
|
|
30,231
|
|
|
*
|
|
|
Andreas Bechtolsheim
(3)(8)
|
|
13,231,472
|
|
|
18.24
|
%
|
|
Anshul Sadana
(9)
|
|
253,149
|
|
|
*
|
|
|
Marc Taxay
(10)
|
|
47,000
|
|
|
*
|
|
|
Charles Giancarlo
(11)
|
|
76,667
|
|
|
*
|
|
|
Ann Mather
(12)
|
|
53,333
|
|
|
*
|
|
|
Daniel Scheinman
(13)
|
|
81,333
|
|
|
*
|
|
|
Marc Stoll
(14)(15)
|
|
50,000
|
|
|
*
|
|
|
Nikos Theodosopoulos
(16)
|
|
25,000
|
|
|
*
|
|
|
All executive officers and directors as a group (12 persons)
(17)
|
|
20,581,604
|
|
|
28.09
|
%
|
|
*
|
Represents beneficial ownership of less than one percent (1%) of the outstanding shares of our common stock.
|
(1)
|
Based solely upon a Schedule 13G filed with the SEC on February 10, 2017 by Capital Research Global Investors (“Capital”) reporting beneficial ownership as of January 31, 2017. Capital reported sole voting and dispositive power with respect to all of such shares. The address for Capital is 333 South Hope Street, Los Angeles, California 90071.
|
(2)
|
Based solely upon a Schedule 13G filed with the SEC on February 9, 2017 by Wellington Management Group LLP (“Wellington”) reporting beneficial ownership as of December 30, 2016. Wellington reported shared voting power with respect to 3,369,418 shares and shared dispositive power with respect to 3,989,240 shares. The address for Wellington is c/o Wellington Management Company LLP, 280 Congress Street, Boston, MA 02210.
|
(3)
|
Includes 12,663,121 shares held by the Bechtolsheim Family Trust for which trust Mr. Bechtolsheim serves as trustee. Mr. Bechtolsheim may be deemed to exercise sole voting and investment power over such shares held by the trust.
|
(4)
|
Based upon a Schedule 13G/A filed with the SEC on February 9, 2017. Includes 6,758,496 shares held in an irrevocable, directed trust for the benefit of the minor children of Mr. Cheriton. The trustee of the trust is the South Dakota Trust Company, LLC and Mr. Cheriton ultimately has the ability to replace the trustee. The investment management functions of the trust are handled by the investment committee of the trust. The sole member of the investment committee is Jon Goldstein, a principal of First Republic Investment Management, who may be deemed to exercise sole voting and investment control over the shares. The address for the trustee of the trust is c/o South Dakota Trust Company, 201 South Phillips Ave., Suite 200, Sioux Falls, South Dakota 57104.
|
(5)
|
Includes 3,012,564 shares held by the Jayshree Ullal and Vijay Ullal as Trustees of the 2000 Ullal Trust dated February 15, 2000, of which 66,667 shares remain subject to a repurchase right held by us at the original exercise price, as of a date within 60 days of April 12, 2017, in the event of the termination of Ms. Ullal’s employment with us. The repurchase right lapses as to approximately 16,667 shares per month. Mr. and Ms. Ullal may be deemed to be the beneficial owner of the shares and to have shared voting and investment control over such shares.
|
(6)
|
Includes 2,050,000 shares held in trusts for Ms. Ullal’s family members for which trusts Ms. Ullal serves as trustee. Ms. Ullal may be deemed to exercise sole voting and investment control over shares held in each of the trusts. Includes 1,288 shares held directly by Ms. Ullal. Includes 20,000 shares subject to outstanding options which may be exercised prior to vesting, as of a date within 60 days of April 12, 2017, none of which shares are vested and all of which may be repurchased by us, if exercised, at the original exercise price. Also includes 12,063 shares issuable within 60 days of April 12, 2017 upon vesting of restricted stock units or the exercise of outstanding exerciseable options held by Ms. Ullal.
|
(7)
|
Includes 15,125 shares issuable within 60 days of April 12, 2017 upon vesting of restricted stock units or the exercise of outstanding exerciseable options held by Ms. Brennan.
|
(8)
|
Includes 1,288 shares held directly by Mr. Bechtolsheim. Includes 520,000 unvested shares subject to outstanding options which may be exercised prior to vesting as of a date within 60 days of April 12, 2017, none of which shares are vested and all of which may be repurchased by us, if exercised, at the original exercise price. Also, includes 47,063 shares issuable within 60 days of April 12, 2017 upon vesting of restricted stock units or the exercise of outstanding exercisable options held by Mr. Bechtolsheim.
|
(9)
|
Includes 103,524 shares held by Mr. Sadana, of which 28,750 shares remain subject to a repurchase right held by us at the original exercise price, as of a date within 60 days of April 12, 2017, in the event of the termination of Mr. Sadana’s employment with us. The repurchase right lapses as to approximately 1,709 shares per month. Also includes 147,000 shares subject to outstanding options which may be exercised prior to vesting, as of a date within 60 days of April 12, 2017, 8,625 of which shares are vested and 138,375 shares of which may be repurchased by us, if exercised, at the original exercise price. Also includes 2,625 shares issuable within 60 days of April 12, 2017 upon vesting of restricted stock units or the exercise of outstanding exerciseable options held by Mr. Sadana.
|
(10)
|
Includes 32,000 shares subject to outstanding options which may be exercised prior to vesting, as of a date within 60 days of April 12, 2017, 19,084 of which shares are vested and 12,916 of which shares may be repurchased by us, if exercised, at the original exercise price in the event of the termination of Mr. Taxay’s
|
(11)
|
Includes 73,334 shares held of record by Mr. Giancarlo as trustee of the Giancarlo Family Trust UAD 11/02/98. Mr. Giancarlo may be deemed to be the beneficial owner of the shares and to have voting and investment power over such shares. Includes 25,500 shares which may be repurchased by us at the original exercise price, as of a date within 60 days of April 12, 2017, in the event of the termination of Mr. Giancarlo’s services to us. The repurchase right lapses as to approximately 917 shares per month. Includes 2,500 shares held directly by Mr. Giancarlo. Also includes 833 shares issuable within 60 days of April 12, 2017 upon vesting of restricted stock units held by Mr. Giancarlo.
|
(12)
|
Includes 50,000 shares subject to outstanding options which may be exercised prior to vesting, as of a date within 60 days of April 12, 2017, 24,000 of which shares are vested and 26,000 of which shares may be repurchased by us, if exercised, at the original exercise price in the event of the termination of Ms. Mather’s services to us. Also includes 833 shares issuable within 60 days of April 12, 2017 upon vesting of restricted stock units held by Ms. Mather.
|
(13)
|
Includes 28,000 shares subject to outstanding options which may be exercised prior to vesting, as of a date within 60 days of April 12, 2017, 12,667 of which shares are vested and 15,333 of which shares may be repurchased by us, if exercised, at the original exercise price in the event of the termination of Mr. Scheinman’s services to us. Also includes 833 shares issuable within 60 days of April 12, 2017 upon vesting of restricted stock units held by Mr. Scheinman.
|
(14)
|
Includes 50,000 shares subject to outstanding options which may be exercised prior to vesting, as of a date within 60 days of April 12, 2017, 22,000 of which shares are vested and 28,000 of which shares may be repurchased by us, if exercised, at the original exercise price in the event of the termination of Mr. Stoll’s services to us.
|
(15)
|
Mr. Stoll is not standing for re-election at the Annual Meeting, but will continue to serve as a member of our board of directors until the expiration of his current term ending on the date of the Annual Meeting.
|
(16)
|
Includes 25,000 shares subject to outstanding options which may be exercised prior to vesting, as of a date within 60 days of April 12, 2017, 15,833 of which shares are vested and 9,167 of which shares may be repurchased by us, if exercised, at the original exercise price in the event of the termination of Mr. Theodosopoulos’ services to us.
|
(17)
|
Includes 1,299,600 shares issuable within 60 days of April 12, 2017 upon vesting of options and restricted stock units or the early exercise of outstanding options, 1,212,000 which may be exercised prior to vesting, 255,209 of which shares are vested and 956,791 of which shares are unvested and may be repurchased by us, if exercised, at the original exercise price in the event of the termination of employment or other services to us.
|
•
|
the amounts involved exceeded or will exceed $120,000; and
|
•
|
any of our directors, nominees for director, executive officers or holders of more than 5% of our outstanding capital stock, or any immediate family member of, or person sharing the household with, any of these individuals or entities, had or will have a direct or indirect material interest.
|
|
|
|
THE BOARD OF DIRECTORS
Santa Clara, California
April 19, 2017
|
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