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DEF 14A 1 d132450ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material Under §240.14a-12

ARISTA NETWORKS, INC.

(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):


☒	No fee required.

☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	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):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:

☐	Fee paid previously with preliminary materials.

☐	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.

	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held at 11:00 a.m. Pacific Time on Tuesday, June 1, 2021

Dear Stockholders of Arista Networks, Inc.:

The 2021 annual meeting of stockholders of Arista Networks, Inc. (the “Company”), a Delaware corporation, and any postponements, adjournments or continuations thereof (the “Annual Meeting”), will be held on Tuesday, June 1, 2021 at 11:00 a.m. Pacific Time. Due to the coronavirus outbreak, the Annual Meeting will be conducted virtually via a live webcast. You will be able to attend the Annual Meeting online and submit your questions during the meeting at www.virtualshareholdermeeting.com/ANET2021. To access the virtual meeting, you will need to enter the control number included in your Notice of Internet Availability of Proxy Materials (the “Notice”), on your proxy card or on the instructions that accompanied your proxy materials.

Our board of directors has fixed the close of business on April 8, 2021 as the record date for the Annual Meeting. Only stockholders of record on April 8, 2021 are entitled to notice of and to vote at the Annual Meeting. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement. If you plan on attending this year’s annual meeting as a stockholder, you must follow the instructions set forth on page 8 of the accompanying proxy statement.

On or about April 21, 2021, we expect to mail to our stockholders the Notice, which provides instructions on how to access our proxy statement for the Annual Meeting and our annual report to stockholders, how to vote online or by telephone, and how to receive a paper copy of the proxy materials by mail. The accompanying proxy statement and our annual report can be accessed directly at the following Internet address: www.proxyvote.com. All you have to do is enter the control number located on your proxy card.

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We appreciate your continued support of Arista Networks, Inc. and look forward to either greeting you virtually at the Annual Meeting or receiving your proxy.

By order of the Board of Directors,

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JAYSHREE ULLAL

Chief Executive Officer, President and Director

Santa Clara, California

April 21, 2021

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TABLE OF CONTENTS


2021 PROXY STATEMENT SUMMARY			1

OUR COMMITMENT TO CORPORATE, ENVIRONMENTAL AND SOCIAL RESPONSIBILITY			4

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ANNUAL MEETING			8

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			11
Nominees for Director			14
Continuing Directors			15
Key Elements of Board Independence at Arista			18
Director Commitments			18
Board Leadership Structure			18
Lead Independent Director			19
Board Meetings and Committees			19
Compensation Committee Interlocks and Insider Participation			22
Considerations in Evaluating Director Nominees			22
Stockholder Recommendations for Nominations to the Board of Directors			22
Communications with the Board of Directors			23
Corporate Governance Guidelines and Code of Business Conduct and Ethics
Risk Management			23
Executive Talent Management and Succession Planning			25
Director Compensation			25

PROPOSAL NO. 1 ELECTION OF DIRECTORS			27
Nominees			27
Vote Required			27

PROPOSAL NO. 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION			28
Vote Required			28


PROPOSAL NO. 3 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			29
Fees Paid to the Independent Registered Public Accounting Firm			29
Auditor Independence			29
Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm			30
Vote Required			30

REPORT OF THE AUDIT COMMITTEE			31

EXECUTIVE OFFICERS			32

EXECUTIVE COMPENSATION			34
Compensation Discussion and Analysis			34
Overview			35
Effect of Most Recent Stockholder Advisory Vote on Executive Compensation			37
Executive Compensation Philosophy and Objectives			37
Executive Compensation Program Components			40
Executive Officer Employment Arrangements			44
Fiscal 2020 Summary Compensation Table			46
Outstanding Equity Awards at 2020 Year-End			47
Fiscal 2020 Grants of Plan-Based Awards			49
Fiscal 2020 Option Exercises and Stock Vested			50
Pension Benefits			50
Nonqualified Deferred Compensation			50
Potential Payments Upon Termination or Change in Control			50
Risk Assessment and Compensation Practices			51
Other Compensation Policies			51
Tax and Accounting Considerations			52
CEO Pay Ratio			53
Compensation Committee Report			54
Equity Compensation Plan Information			54

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			55

DELINQUENT SECTION 16(A) REPORTS			57

RELATED PERSON TRANSACTIONS			57
Investors’ Rights Agreement			57
Other Transactions			57
Policies and Procedures for Related Party Transactions			58


OTHER MATTERS			58
Householding			58
Stockholder Proposals			59
Availability of Bylaws			59
Fiscal Year 2020 Annual Report and SEC Filings			59

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2021 PROXY STATEMENT SUMMARY

This proxy statement and the enclosed form of proxy are furnished in connection with the solicitation of proxies by our board of directors for use at the 2021 annual meeting of stockholders of Arista Networks, Inc. (the “Company” or “Arista”), a Delaware corporation, and any postponements, adjournments or continuations thereof (the “Annual Meeting”). This summary highlights information contained in this proxy statement. We encourage you to read the entire proxy statement for more information prior to voting.

Annual Meeting

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Proposals and Board Recommendations

Director Nominees



Name and Occupation	Age	Director Since		Independent	Committees

Kelly Battles Chief Financial Officer of Alpha Medical	54		2020			Audit

Andreas Bechtolsheim Chairman of the Board of Directors and Chief Development Officer of Arista	65		2004

Jayshree Ullal Chief Executive Officer of Arista	60		2008

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2021 Proxy Statement Summary

2020 Business Highlights




REVENUE ^$2.32B	GAAP GROSS MARGIN 63.9^%	CUSTOMERS: • Over 7,000 customers




ACQUISITIONS: • Awake Security, a network detection and response platform • Big Switch Networks, a network monitoring and SDN pioneer		INDUSTRY LEADERSHIP: • Arista Networks recognized as a leader in The Forrester Wave^™: Open, Programmable Switches for A Businesswide SDN, Q3 2020 with the top score in the strategy category. • This is the sixth consecutive year Arista Networks has been recognized in the Leaders Quadrant of the 2020 Gartner Magic Quadrant for Data Center Networking published on 30 June 2020.

Board of Directors Snapshot

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2021 Proxy Statement Summary

Corporate Governance Highlights

We are committed to having sound corporate governance principles that we believe serve the best interest of all our stockholders. Some highlights of our corporate governance practices are listed below. In addition, we regularly evaluate our practices against prevailing best practices and emerging and evolving topics identified through outreach, current literature and corporate governance organizations.

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Executive Compensation Highlights

Annual review of our executive compensation program

Performance-based equity for CEO and other senior officers

Independent compensation consultant

Stock Ownership Guidelines for CEO

Clawback Policy for executive officers

No executive-only retirement programs

No excise tax gross-ups

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Our Commitment to Corporate, Environmental and Social Responsibility

Arista is committed to designing, manufacturing and delivering leading software driven cloud networking solutions in an environmentally and socially sustainable manner. We believe that sustainability and business growth are closely linked, and delivering products that are sustainable truly enables our customers’ success. Arista’s commitment to corporate, environmental and social responsibility is focused on the following key areas:

Ethical Business Conduct

• Our Code of Ethics and Business Conduct (the “Code”) emphasizes the importance of honest business conduct and solid business ethics. The Code applies to all personnel employed by or engaged to provide services to the Company including, but not limited to, our employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer, and other executive and senior financial officers. The Code addresses, among other things, conflicts of interest, business practices, compliance with laws and regulations, and interacting fairly and respectfully with each other, our customers, partners, suppliers and host communities. The full text of the Code and our Corporate Governance Guidelines are posted on the Governance section of our website at http://investors.arista.com.

• We are committed to complying with applicable international and domestic anti-corruption laws, including the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act and applicable local laws. Our Anti-Corruption Compliance Policy & Guidelines outline the parameters of what is acceptable and what is not acceptable from an anti-corruption view. We have established procedures for conducting due diligence on our partners, manufacturers, suppliers, logistics providers and other third parties that may interact with foreign officials on our behalf.

• Our whistleblower policy encourages transparency, facilitates confidentiality, and provides multiple avenues for employees and non-employees to submit concerns about accounting, auditing or other matters.

• We are committed to maintaining the highest level of professional and ethical standards in the conduct of our business around the world. We believe our reputation for integrity and fair dealing is an important component of our success and the personal satisfaction of our employees.

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People

• We believe that diversity and inclusion play an important role in attracting and retaining the best talent, enhancing our organizational performance and ultimately improving shareholder value. We desire to maintain an open and inclusive environment where people feel valued, included and accountable. We recognize that gender and racial disparities remain a challenge in our industry and are deeply committed to addressing this issue.

• Our efforts start at the top with a diverse management team that includes our Chief Executive Officer, Chief Financial Officer and Group Vice President and Worldwide Human Resources and Operations who are all women, and our Chief Executive Officer, Chief Operating Officer and Senior Vice President of WW Customer Engineering who are people of color.

• To extend this diversity throughout the organization, we are increasing recruitment and engagement efforts for women and members of underrepresented communities including building programs to promote a broader and more diverse pool of candidates for job openings, providing top employees with career opportunities, maintaining pay equity among our employees and nurturing an inclusive community.

• For example, we are actively promoting the hiring of female engineers through the hosting of periodic technology sessions for female engineers. We also support under-represented employee affinity organizations and actively recruit from underrepresented universities and professional societies, including professional societies that support Black engineers, Latin Americans and veterans.

• We work hard to reinforce the principles of diversity and inclusion within our workplace community. These principles are codified in our Code of Ethics and Business Conduct which affirms our commitment to equal employment opportunity, without regard to any protected characteristic, including but not limited

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to race, religion, national origin, color, gender, age, disability, pregnancy, marital status, military status or sexual orientation. We believe all employees should be treated with dignity and respect. We seek to educate on these expectations by requiring periodic training on our Code of Ethics and Business Conduct, Anti-Corruption Compliance Policy & Guidelines, anti-harassment and other matters.

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Health and Safety

• We are committed to protecting the health and safety of our employees, visitors, and the public. Our policy is to maintain our facilities and run our business operations in a manner that does not jeopardize the occupational health and safety of employees.

• We promote health through wellness events. Arista holds quarterly Employee Health & Wellness Days to raise awareness on health issues and increase education on preventive medicine and available services. Our wellness events focus on physical well-being, nutrition, emotional well-being and holistic health.

• During the COVID-19 pandemic, Arista formed an internal task force that developed policies, procedures, safety training and protocols for the safety of our employees. Arista maintains a focus on supporting employee wellness through the pandemic and launched a COVID toolkit for employees and an on-going webinar series focused on providing information and resources about remote working, parenting and family, kids learning, physical health and nutrition and support through our Employee Assistance Program. Arista also implemented facilities improvements for the safety of our employees during the pandemic.

Social Responsibility

• As an integral part of our corporate culture, we maintain an active community engagement program to provide opportunities for our employees to participate in community service. While the COVID pandemic created challenges with in-person volunteering, Arista was able to quickly shift to organizing virtual volunteer opportunities, including adding local detail to maps with the Missing Maps Project and the American Red Cross in preparation for disasters.

• Through our Foundation, Arista gives annually to select non-profit organizations. Our Foundation’s giving priorities are generally to non-profits focused on education, hunger or environmental sustainability. In 2020, Arista donated to Friends of the Children New York and Code2040, among others.

• Immediately after the outbreak of the COVID pandemic, Arista committed to working with key hospitals across the country to donate critical networking gear to accelerate the adoption of new technologies. The Arista Foundation directly funded critical COVID-19 medical research through generous grants to Stanford Medical and Gladstone / UCSF, and ultimately enabled Nobel Prize winning research. The Arista Foundation also provided global COVID community aid through grants to the American Red Cross, the World Health Organization, PM Cares India and the Temple Street Hospital, Dublin, Ireland.

• In 2020, through the personal efforts of Arista executive Pravin Bhagwat and India non-profit partner, 14 Trees Foundation, we planted another 20,000 trees in 2020 for a cumulative 75,000 trees to-date worldwide.

• In late 2020, inspired by unprecedented global need caused by the pandemic, Arista launched our first global employee fundraising event with the goal of providing food to people in need. Over 1.1 million meals were provided through a combination of employee donations and matching Arista Foundation funds through our partners, Second Harvest of Silicon Valley, Feeding America, New Hampshire Food Bank, Central Texas Food Bank, Food Bank of Central and Eastern North Carolina, Greater Vancouver Food Bank, Foodcloud, Ireland and Foodbank, Australia, in the largest Arista philanthropy event ever.

• Additionally, in immediate response to some of the worst wildfires in recent Bay Area history, Arista employees and the Arista Foundation donated funds to assist those displaced and in need of aid in Santa Cruz County through our partner the Community Foundation of Santa Cruz County.

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		• We are committed to responsible sourcing of materials for our products. We are a member of the Responsible Minerals Initiative (“RMI”) and have management systems in place to ensure that components are sourced responsibly. Arista’s suppliers are asked to take reasonable due diligence to determine if the minerals that they use are sourced from certified conflict-free smelters, which are validated by the RMI.

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Environmental

• Sustainability & Environmental Management

In 2021, Arista amended its Audit Committee charter to provide that the Audit Committee has responsibility for reviewing and discussing with management the Company’s policies and practices relating to environmental and social responsibility matters. In addition, Arista created a Sustainability Committee that sets the direction and strategy on sustainability matters and oversees execution of sustainability initiatives. We also implemented an environmental management system that outlines our objectives for achieving pollution prevention, environmental protection and monitoring, and continual improvements in the environmental performance of our operations.

• LEED Gold Certification & Efficient Offices

^¢ When we select our office space, we ensure that we have an office that not only meets our needs, but also aids us in reducing our impact to the environment. Our Santa Clara headquarters and our San Francisco office are both LEED Gold certified. The certification, awarded by the U.S. Green Building Council, is based on the properties’ use of sustainable materials, water and energy efficiency, indoor environmental quality, location and transportation, and overall innovation. We also consider energy efficient real estate for our international operations and we moved our Bangalore operations to a facility that was built according to LEED Gold Level rating benchmarks.

^¢ Our headquarters includes environmentally friendly features such as floor-to-ceiling windows that filter heat and maximize natural light and energy efficient lighting, heating, cooling and ventilation. In addition, high efficiency plumbing fixtures and landscape irrigation systems are installed to conserve water at a critical time for California. We also promote alternative commuting with onsite electric vehicle charging stations, priority parking for hybrid vehicles and bike lockers throughout our campus.

• Electronic Industry Citizenship Coalition Membership

Arista is a member of the Responsible Business Alliance (“RBA”) and supports the RBA’s vision and mission, which strives to develop a global electronics industry supply chain that consistently operates with social, environmental and economic responsibility through a common code of conduct, collaborative efforts and shared tools and practices. Arista is committed to progressively aligning its own operations with the RBA code of conduct and encourages its own first-tier suppliers to do the same.

• Design for Environment

We are committed to integrating sustainability in every aspect of our products’ life cycles, from the materials that make up our products, all the way to the end of life of the product, while meeting our customers’ requirements. For example, we have implemented Design for Environment principles in our development process with the goal of minimizing the overall adverse environmental impact of our products, with a focus on the reduction of material diversity and weight, selection of more environmentally friendly materials, ease of disassembly and recycling, energy efficiency, design for longevity and upgradeability, and design for efficient packaging.

• Product Design Efficiency & Recycling

As a producer of hardware products, Arista offers a takeback and recycle program in our U.S. and European markets, which allows our customers to return end of life products and dispose of them in an environmentally safe manner.

^¢ Our product design philosophy follows the principles of Design for Environment, which considers the environmental impact of the product during the design process. We consider product material weight reduction, environmentally friendly material usage, energy efficiency, ease of recycling, options for reuse and refurbishing, and efficient packaging.

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^¢ Since the operation of our datacenter products can require a large amount of energy, we work to improve energy efficiency of new products to save on energy and reduce greenhouse gas emissions during the products’ use phase. We have found that minimizing and upgrading components in product hardware design while simplifying the architecture can provide improved performance and throughput relative to power consumption. In addition, our new products use Platinum and Titanium efficiency power supplies, which reduce the total product power consumption and heat generated from the power supply.

• Supply Chain

We believe that it is essential to extend our environmental sustainability and social responsibility efforts to our supply chain. We request that our suppliers report energy, greenhouse gas, water and waste data through the RBA, and we perform periodic risk assessments of our suppliers.

• Waste Management

We follow the simple rule of using less, reusing where possible and ensuring that the materials we use in our operations and in our products are recyclable. We are working to continually expand our recycling and reuse efforts. In recent years, we increased the amount of metal and packaging recycled and reduced our waste to landfill.

For additional information on our corporate, environmental and social responsibility initiatives, please visit our website at: https://www.arista.com.

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QUESTIONS AND ANSWERS

The information provided in the “question and answer” format below is for your convenience only and is merely a summary of the information contained in this proxy statement. You should read this entire proxy statement carefully. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this proxy statement and references to our website address in this proxy statement are inactive textual references only.

How do I vote?

Can I change my vote?

If you are a stockholder of record, you can vote in one of the following ways:

Yes. Subject to the voting deadlines noted above, if you are a stockholder

• by Internet at http://www.proxyvote.com, 24 hours a day, seven days a week, until 11:59 p.m. EST on May 31, 2021 (have your proxy card in hand when you visit the website);

• by toll-free telephone at 1-800-690-6903 until 11:59 p.m. EST on May 31, 2021 (have your proxy card in hand when you call);

• by signing, dating, and returning your proxy card (if you received printed proxy materials); or

• by voting at the Annual Meeting by following the instructions at www.virtualshareholdermeeting.com/ANET2021. To attend and participate in the Annual Meeting, you will need the control number included in your Notice of Internet Availability of Proxy Materials (the “Notice”), on your proxy card or on instructions that accompanied your proxy materials. If you are a street name stockholder, you should contact your broker, bank or other nominee to obtain your control number or otherwise vote through the broker, bank or other nominee.

If you are a street name stockholder, you will receive voting instructions from your broker, bank or other nominee. You must follow the voting instructions provided by your broker, bank or other nominee in order to instruct your broker, bank or other nominee on how to vote your shares. Street name stockholders should generally be able to vote by returning an instruction card, or by telephone or on the Internet. However, the availability of telephone and Internet voting will depend on the voting process of your broker, bank or other nominee. If you are a street name stockholder, you may not vote your shares at the Annual Meeting unless you obtain a legal proxy from your broker, bank or other nominee.

Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted.

ofrecord, you can change your vote or revoke your proxy any time before the Annual Meeting by:

• entering a new vote by Internet or by telephone;

• returning a later-dated proxy card;

• notifying the Secretary of Arista Networks, Inc., in writing, at Arista Networks, Inc., 5453 Great America Parkway, Santa Clara, California 95054; or

• attending and voting at the Annual Meeting at www.virtualshareholdermeeting.com/ANET2021.

If you are a street name stockholder, your broker, bank or other nominee can provide you with instructions on how to change your vote.

Who is entitled to vote?

Holders of our common stock as of the close of business on April 8, 2021, the record date,

may vote at the Annual Meeting. As of the record date, there were 76,271,362 shares of our common stock outstanding. In deciding all matters at the Annual Meeting, each stockholder will be entitled to one vote for each share of our common stock held by them on the record date. We do not have cumulative voting rights for the election of directors.

A list of stockholders entitled to vote at the meeting will be made available for the examination of any stockholder for any purpose germane to the meeting for ten days prior to the Annual Meeting by email request to ir@arista.com. The list of stockholders entitled to vote at the meeting will also be available for review online during the Annual Meeting at www.virtualshareholdermeeting.com/ANET2021.

Stockholders of Record. If shares of our common stock are registered directly in your name with our transfer agent, you are considered the stockholder of record with respect to those shares, and the Notice was provided to you directly by us. As the stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or to vote on your own behalf at the Annual Meeting.

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Questions and Answers

Street Name Stockholders. If shares of our common stock are held on your behalf in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of those shares held in “street name,” and the Notice was forwarded to you by your broker or nominee, who is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker or nominee how to vote your shares. Beneficial owners are also invited to attend the Annual Meeting. However, since a beneficial owner is not the stockholder of record, you may not vote your shares of our common stock at the Annual Meeting unless you follow your broker’s procedures for obtaining a legal proxy. Throughout this proxy, we refer to stockholders who hold their shares through a broker, bank or other nominee as “street name stockholders.”


Q	Do I have to do anything in advance if I plan to attend the Annual Meeting?
	A	The Annual Meeting will be a completely virtual meeting, which will be conducted via a
live webcast. You are entitled to participate in the Annual Meeting only if you were a holder of our common stock as of the close of business on April 8, 2021 or if you hold a valid proxy for the Annual Meeting. You will be able to attend the Annual Meeting online and submit your questions during the meeting at www.virtualshareholdermeeting.com/ANET2021. To access the virtual meeting, you will need to enter the control number included in the Notice, on your proxy card or on the instructions that accompanied your proxy materials. We encourage you to access the meeting prior to the start time. Online check-in will begin at 10:45 a.m. Pacific Time, and you should allow ample time for the check-in procedures.
Q	How do I ask questions during the Annual Meeting?
	A	You will be able to attend the Annual Meeting online and submit your questions during the
meeting at www.virtualshareholdermeeting.com/ANET2021. To access the virtual meeting, you will need to enter the control number included in the Notice, on your proxy card or on the instructions that accompanied your proxy materials. Once past the login screen, click on “Question for Management,” type in your question, and click “Submit.” Questions pertinent to meeting matters will be answered during the meeting, subject to time constraints. Questions regarding personal matters are not pertinent to meeting matters and, therefore, will not be answered.


Q	How can I get help if I have trouble checking in or listening to the meeting online?
	A	If you encounter any difficulties accessing the virtual meeting during the check-in or
meeting time, please call the technical support number that will be posted on the Virtual Shareholder Meeting log-in page.
Q	What is the effect of giving a proxy?
	A	Proxies are solicited by and on behalf of our board of directors. Jayshree Ullal, Ita
Brennan and Marc Taxay have been designated as proxies by our board of directors. When a proxy is properly dated, signed and returned, the shares represented by such proxy will be voted at the Annual Meeting in accordance with the instructions of the stockholder contained on such proxy. If no specific instructions are given, however, the shares will be voted in accordance with the recommendations of our board of directors as described above. If any matters not described in this proxy statement are properly presented at the Annual Meeting, the proxy holders will use their own judgment to determine how to vote the shares.
Q	Why did I receive a Notice of Internet Availability of Proxy Materials instead of a full set of proxy materials?
	A	In accordance with the rules of the Securities and Exchange Commission (“SEC”), we have
elected to furnish our proxy materials, including this proxy statement and our annual report, primarily via the Internet. The Notice containing instructions on how to access our proxy materials is first being mailed on or about April 21, 2021 to all stockholders entitled to vote at the Annual Meeting. Stockholders may request to receive all future proxy materials in printed form by mail or electronically by e-mail by following the instructions contained in the Notice. We encourage stockholders to take advantage of the availability of our proxy materials on the Internet to help reduce the environmental impact of our annual meetings of stockholders.
Q	How are proxies solicited for the Annual Meeting?
	A	Our board of directors is soliciting proxies for use at the Annual Meeting. All expenses
associated with this solicitation will be borne by us. Copies of solicitation materials will also be made available upon request to brokers, banks and other nominees to forward to the beneficial owners of the shares held of record by such brokers, banks or other nominees. The original solicitation of proxies may be supplemented by solicitation by telephone, electronic communication, or other means by our directors, officers and employees.

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Questions and Answers

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BOARD OF DIRECTORS & CORPORATE GOVERNANCE

Our business affairs are managed under the direction of our board of directors. Our board of directors is divided into three staggered classes of directors. At each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the same class whose term is then expiring. Our board of directors is committed to good corporate governance practices. These practices provide an important framework within which our board of directors and management can pursue our strategic objectives for the benefit of our stockholders. Our board of directors has adopted Corporate Governance Guidelines that address items such as the qualifications and responsibilities of our directors and director candidates and corporate governance policies and standards applicable to us in general. We believe that good governance leads to high board effectiveness, promotes the long-term interests of our stockholders, strengthens the accountability of the board of directors and management, and improves our standing as a trusted member of the communities we serve.

BOARD EFFECTIVENESS

Working Dynamics

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Candid discussions

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Open access to management & information

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Established processes for director feedback

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Regular non-executive directors’ meetings

Board Structure

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Strong lead director role

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3 standing committees

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Separation of Chairman and CEO

Governance Practices

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Oversight of CEO/management performance

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Board/management succession planning

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Code of Ethics and Business Conduct for our Board

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Stock ownership requirements and clawback policy for our directors and executives

Board Composition

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Broad range of skills & experiences

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6/8 directors are independent

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Our Chairman and CEO are the only non-independent directors

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3/8 directors are women

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Board of Directors and Corporate Governance

Board Composition Overview

Consistent with the Company’s Corporate Governance Guidelines, the nominating and corporate governance committee considers, among other factors, issues of character, integrity, judgment, diversity, independence, area of expertise such as appropriate financial and other expertise relevant to our business, corporate experience, length of service, potential conflicts of interest and other commitments when reviewing and making recommendations to the board of directors regarding the composition and size of the board. We believe that diversity with respect to tenure is important in order to provide for both fresh perspectives and deep experience and knowledge of the Company. Although our board of directors does not maintain a specific policy with respect to board diversity, our board of directors believe that our board of directors should be a diverse body and our nominating and corporate governance committee considers a broad range of backgrounds and experiences in making determinations regarding nominations of directors and in overseeing the annual board of director and committee evaluations.

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The following table sets forth information, as of April 8, 2021, for each of the director nominees with terms expiring at the Annual Meeting:

Directors with Terms Expiring at the Annual Meeting/Nominees

Board Committees

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Proposal for your Vote:

Election of three Class I directors to serve until the 2024 annual meeting of stockholders

Board Voting Recommendation:

FOR the election of Kelly Battles, Andreas Bechtolsheim and Jayshree Ullal

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Proposal for your Vote:

Advisory vote to approve named executive officer compensation

Board Voting Recommendation: FOR

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29

Proposal for your Vote:

Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm

Board Voting Recommendation: FOR

SEC Form DEF 14A filed by Arista Networks, Inc.