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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): May 31, 2022
___________________________________________________
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 Number)   (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 class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.0001 par value ANET New 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 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
Nominee For Withheld Broker Non-votes
Charles Giancarlo 135,396,039 116,215,694 29,332,953
Daniel Scheinman 180,904,773 70,706,960 29,332,953
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
For Against Abstained Broker Non-votes
237,909,288 11,476,180 2,226,265 29,332,953
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
246,944,645 82,569 2,417,270 2,167,249
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
For Against Abstained Broker Non-votes
275,199,537 5,631,873 113,276
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.




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 3, 2022 By: /s/ ITA BRENNAN
  Ita Brennan
  Chief Financial Officer
(Principal Accounting and Financial Officer)












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