8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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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

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ARISTA NETWORKS, INC.

(Exact name of registrant as specified in its charter)

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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:

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).

ITEM 5.07    Submission of Matters to a Vote of Security Holders.

On May 31, 2022, Arista Networks, Inc. (the "Company") held its 2022 Annual Meeting of Stockholders (the "Annual Meeting"). The stockholders voted on the following proposals at the Annual Meeting:

1.To elect two Class II directors to serve until the 2025 annual meeting of stockholders and until their successors are duly elected and qualified, subject to earlier resignation or removal;

2.To approve, on an advisory basis, the compensation of the Company's named executive officers;

3.To approve, on an advisory basis, the frequency of future advisory votes on the compensation of the Company's named executive officers; and

4.To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2022.

For more information about the foregoing proposals, see the Company’s proxy statement, filed with the Securities and Exchange Commission on April 20, 2022 (the "Proxy Statement").

The voting results for each of the proposals are as follows:

1.Election of Directors

Each director nominee was duly elected to serve until the 2025 annual meeting of stockholders and until his successor is duly elected and qualified, subject to earlier resignation or removal.

2.Advisory Vote on Named Executive Officer Compensation

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

3.Advisory Vote on the Frequency of Future Advisory Votes on Named Executive Officer Compensation

Based on the votes set forth above, the stockholders advised that they were in favor of every year as the frequency of holding an advisory vote on the compensation of the Company’s named executive officers.

Based on the recommendation of the board of directors of the Company in the Proxy Statement and the voting results from Proposal 3, the Company will include an advisory vote on the compensation of the Company’s named executive officers in its proxy statement every one year until the next required non-binding advisory vote on the frequency of an advisory vote on the compensation of the Company’s named executive officers.

4.Ratification of Appointment of Independent Registered Public Accounting Firm

The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.

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.