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TABLE OF CONTENTSExecutive Compensation
Equity Compensation Plan Information
The following table summarizes our equity compensation plan information as of December 31, 2019.2022. Information is included for equity compensation plans approved by our stockholders and equity compensation plans not approved by our stockholders. We will not grant equity awards in the future under any of the equity compensation plans not approved by our stockholders included in the table below. | | Equity compensation plans approved by stockholders | | | 5,633,907(1) | | | 42.50(2) | | | 18,338,496(3) | | | | Equity compensation plans not approved by stockholders | | | — | | | — | | | — | | | | Total | | | 5,633,907 | | | 42.50 | | | 18,338,496 | |
| | | | | | | | | | | | | | | | | | | | | | 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 | | (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 | | | | 14,128,624 | (1) | | | $ | 14.093 | (2) | | | | 92,004,344 | (3) | | | | | | Equity compensation plans not approved by stockholders | | | | — | | | | | — | | | | | — | | | | | | Total | | | | 14,128,624 | | | | $ | 14.093 | | | | | 92,004,344 | |
(1)
| Includes 4,563,5955,769,074 shares underlying stock options and 1,070,3128,359,550 shares of restricted stock units. |
(2)
| The weighted average exercise price is calculated based solely on outstanding stock options. |
(3)
| 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 (i) 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, 2020,2023, the number of shares available for issuance under our 2014 Plan increased by 2,291,6609,208,466 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, 2020,2023, the number of shares available for issuance under our ESPP increased by 763,8863,069,488 shares pursuant to these provisions. These increases are not reflected in the table above. |
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT The following table sets forth certain information with respect to the beneficial ownership of our common stock as of April 2, 202020, 2023 for: | • | | each of our directors and nominees for director; |
| • | | each of our Named Executive Officers; |
each of our directors and nominees for director;| • | | 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. |
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.
We have determined beneficial ownership in accordance with the rules of the SEC, and thus it represents sole or shared voting or investment power with respect to our securities. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares that they beneficially owned, subject to community property laws where applicable. We have based our calculation of the percentage of beneficial ownership on 75,658,741308,288,311 shares of our common stock outstanding as of April 2, 2020.20, 2023. We have deemed shares of our common stock subject to stock options that are currently exercisable or exercisable within 60 days of April 2, 202020, 2023 and RSUs that vest within 60 days of April 2, 2020,20, 2023, which are subject to vesting conditions expected to occur to be outstanding and to be beneficially owned by the person holding the stock option for the purpose of computing the percentage ownership of that person. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Arista Networks, Inc., 5453 Great America Parkway, Santa Clara, California 95054. The information provided in the table is based on our records, information filed with the SEC and information provided to us, except where otherwise noted. | | 5% Stockholders:
| | | | | | | | | | The Bechtolsheim Family Trust(1) | | | 12,575,230 | | | 16.62% | | | | The Vanguard Group(2) | | | 5,986,495 | | | 7.91% | | | | The 2010 David R. Cheriton Irrevocable Trust dtd July 28,2010(3) | | | 4,217,061 | | | 5.57% | | | | BlackRock, Inc.(4) | | | 3,962,098 | | | 5.24% | | | | Named Executive Officers and Directors:
| | | | | | | | | | Jayshree Ullal(5) | | | 3,718,246 | | | 4.91% | | | | Ita Brennan(6) | | | 50,908 | | | * | | | | Kenneth Duda(7) | | | 1,232,544 | | | 1.62% | | | | Anshul Sadana(8) | | | 112,957 | | | * | | | | Marc Taxay(9) | | | 8,467 | | | * | | | | Charles Giancarlo(10) | | | 84,212 | | | * | | | | Ann Mather(11) | | | 14,321 | | | * | | | | Daniel Scheinman(12) | | | 26,712 | | | * | | | | Mark Templeton(13) | | | 5,240 | | | * | | | | Nikos Theodosopoulos(14) | | | 25,610 | | | * | | | | All executive officers and directors as a group (12 persons)(15) | | | 18,228,551 | | | 23.77% | |
| | | | | | | | | | | | | | | | Name of Beneficial Owner | | Number of
Shares
Beneficially
Owned | | Percentage of Shares
Beneficially
Owned | 5% Stockholders: | | | | | | | | | | | The Bechtolsheim Family Trust(1) | | | | 45,807,012 | | | | | 14.86 | % | The Vanguard Group(2) | | | | 25,988,310 | | | | | 8.43 | % | BlackRock, Inc.(3) | | | | 18,362,100 | | | | | 5.96 | % | Named Executive Officers and Directors: | | | | | | | | | | | Jayshree Ullal(4) | | | | 10,445,512 | | | | | 3.39 | % | Ita Brennan(5) | | | | 64,375 | | | | | * | | Kenneth Duda(6) | | | | 1,890,375 | | | | | * | | John McCool(7) | | | | 7,676 | | | | | * | | Anshul Sadana(8) | | | | 120,321 | | | | | * | | Marc Taxay(9) | | | | 10,553 | | | | | * | | Kelly Battles(10) | | | | 3,054 | | | | | * | | Andreas Bechtolsheim(1)(11) | | | | 45,928,474 | | | | | 14.90 | % | Lewis Chew(12) | | | | 4,502 | | | | | * | | Charles Giancarlo(13) | | | | 135,520 | | | | | * | | Douglas Merritt | | | | 0 | | | | | * | | Daniel Scheinman(14) | | | | 37,242 | | | | | * | | Mark B. Templeton(15) | | | | 29,962 | | | | | * | | Nikos Theodosopoulos(16) | | | | 26,002 | | | | | * | | Yvonne Wassenaar(17) | | | | 2,305 | | | | | * | | All executive officers and directors as a group (15 persons)(18) | | | | 58,705,873 | | | | | 18.99 | % |
*
| Represents beneficial ownership of less than one percent (1%) of the outstanding shares of our common stock. |
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TABLE OF CONTENTSSecurity Ownership of Certain Beneficial Owners and Management
(1)
| Includes 12,575,23045,807,012 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. |
(2)
| Based solely upon a Schedule 13G/A filed with the SEC on February 12, 20209, 2023 by The Vanguard Group (“Vanguard”) reporting beneficial ownership as of December 31, 2019.2022. Vanguard reported sole voting power with respect to 85,5560 shares and shared voting power with respect to 15,281367,214 shares. Vanguard reported sole dispositive power with respect to 5,890,91725,988,310 shares and shared dispositive power with respect to 95,5781,037,447 shares. The address for Vanguard is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355. |
(3)
| Based upon a Schedule 13G/A filed with the SEC on January 24, 2020. Includes 4,217,061 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 address for the trustee of the trust is c/o South Dakota Trust Company LLC, 201 South Phillips Ave., Suite 200, Sioux Falls, South Dakota 57104. |
(4)
| Based solely upon a Schedule 13G filed with the SEC on February 7, 20201, 2023 by BlackRock, Inc. (“BlackRock”) reporting beneficial ownership as of December 31, 2019.2022 BlackRock reported sole voting power with respect to 3,453,84516,429,456 shares and sole dispositive power with respect to 3,962,09818,362,100 shares. The address for BlackRock is 55 East 52nd52nd Street, New York, New York 10055. |
(5)
(4) | Includes 2,252,5646,809,492 shares held by Jayshree Ullal and Vijay Ullal as Trustees of the 2000 Ullal Trust dated February 15, 2000. 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. Includes 1,388,0003,532,400 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 17,57758,770 shares held directly by Ms. Ullal. Includes 60,10544,850 shares issuable within 60 days of April 2, 202020, 2023 upon vesting of restricted stock units or the exercise of outstanding exercisable options held by Ms. Ullal, of which 6,000 shares may be repurchased by us, if exercised, at the original exercise price.Ullal. |
(6)
(5) | Includes 40,14231,344 shares issuable within 60 days of April 2, 202020, 2023 upon vesting of restricted stock units or the exercise of outstanding exercisable options held by Ms. Brennan. |
(7)
(6) | Includes 330,07119,564 shares held by Kenneth Duda and Jennifer Duda as Trustees of the Kenneth Duda and Jennifer Duda Family Trust dated September 24, 2004. Mr. and Ms. Duda may be deemed to be the beneficial owners of the shares and to have shared voting and investment control over such shares. Includes 213,944368,444 shares held in grantor retained annuity trusts of which Mr. Duda is Trustee; 213,944368,444 shares held in grantor retained annuity trusts of which Mr. Duda’s spouse is Trustee; 59,514289,308 shares held in trusts for Mr. Duda’s children for which trusts Mr. Duda serves as Trustee; 2,360233,600 shares held in a 501(c) foundation for which Mr. Duda and his spouse serve as co-trustees and 5,2943,244 shares held directly by Mr. Duda. Includes 407,417607,771 shares issuable within 60 days of April 2, 202020, 2023 upon vesting of restricted stock units or the exercise of outstanding exercisable options held by Mr. Duda, of which 56,000 shares may be repurchased by us, if exercised, at the original exercise price.Duda. |
(8)
(7) | Includes 105,4937,604 shares issuable within 60 days of April 2, 202020, 2023 upon vesting of restricted stock units or the exercise of outstanding exercisable options held by Mr. Sadana, of which 57,200 shares may be repurchased by us, if exercised, at the original exercise price.McCool. |
(9)
(8) | Includes 3,70047,861 shares issuable within 60 days of April 2, 202020, 2023 upon vesting of restricted stock units or the exercise of outstanding exercisable options held by Mr. Taxay.Sadana. |
| (9) | Includes 10,553 shares issuable within 60 days of April 20, 2023 upon vesting of restricted stock units or the exercise of outstanding exercisable options held by Mr. Taxay. |
(10)
| Includes 73,334510 shares issuable within 60 days of April 20, 2023 upon vesting of restricted stock units held by Ms. Battles. |
| (11) | Includes 103,462 shares held directly by Mr. Bechtolsheim. Also includes 18,000 shares issuable within 60 days of April 20, 2023 upon vesting of restricted stock units or the exercise of outstanding exercisable options held by Mr. Bechtolsheim. |
| (12) | Includes 510 shares issuable within 60 days of April 20, 2023 upon vesting of restricted stock held by Mr. Chew. |
| (13) | Includes 82,946 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. The 73,334 shares includes 2,500 shares which may be repurchased by us at the original exercise price, as of a date within 60 days of April 2, 2020, in the event of the termination of Mr. Giancarlo’s services to us. The repurchase right lapses as to approximately 417 shares per month. Includes 10,65852,064 shares held directly by Mr. Giancarlo. Also includes 220510 shares issuable within 60 days of April 2, 202020, 2023 upon vesting of restricted stock units held by Mr. Giancarlo. |
(11)
(14) | Includes 14,064510 shares issuable within 60 days of April 2, 202020, 2023 upon vesting of restricted stock units or the exercise of outstanding exercisable options held by Ms. Mather,Mr. Scheinman. |
| (15) | Includes 18,800 shares held in a trust of which 7,500Mr. Templeton’s spouse serves as Trustee; 10,652 shares may be repurchasedheld directly by us, if exercised, at the original exercise price. |
(12)
| Includes 18,887Mr. Templeton and 510 shares issuable within 60 days of April 2, 2020 upon vesting of restricted stock units or the exercise of outstanding exercisable options held by Mr. Scheinman. |
(13)
| Includes 437 shares issuable within 60 days of April 2, 202020, 2023 upon vesting of restricted stock units held by Mr. Templeton. |
(14)
(16) | Includes 21,687510 shares issuable within 60 days of April 2, 202020, 2023 upon vesting of restricted stock units or the exercise of outstanding exercisable options held by Mr. Theodosopoulos. |
(15)
(17) | Includes 1,031,573576 shares issuable within 60 days of April 2, 202020, 2023 upon vesting of restricted stock units held by Ms. Wassenaar. |
| (18) | Includes 771,619 shares issuable within 60 days of April 20, 2023 upon vesting of options and restricted stock units or the early exercise of outstanding options, 268,533 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.units. |
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DELINQUENT SECTION 16(A) REPORTS Section 16(a) of the Exchange Act requires our directors, executive officers and holders of more than 10% of Arista Networks common stock to file with the SEC reports regarding their ownership and changes in ownership of our securities, and to furnish copies of such reports to the Company. As a matter of practice, we assist our officers and directors in preparing initial ownership reports and reporting ownership changes, and typically file those reports on their behalf. Based solely on our review of such forms in our possession and the representations of our officers and directors, we believe that during 2022, all Section 16(a) filing requirements were satisfied, except that a Form 4 filed on March 2, 2022 reporting the sale of 100,000 shares of common stock sold on February 25, 2022 by Mr. Bechtolsheim was inadvertently filed late due to an administrative error. 
RELATED PERSON TRANSACTIONS In addition to the compensation arrangements, including employment, termination of employment and change in control arrangements discussed above in the sections titled “Board of Directors and Corporate Governance – Governance—Director Compensation” and “Executive Compensation,” we describe below transactions and series of similar transactions, since the beginning of our last fiscal year, to which we were a party or will be a party, in which: 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 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. |
Other than as described below, there has not been, nor is there any currently proposed, transactions or series of similar transactions to which we have been or will be a party. Investors’ Rights AgreementWe are party to an investors’ rights agreement which provides, among other things, that certain holders of our common stock have the right to demand that we file a registration statement or request that their shares of our common stock be covered by a registration statement that we are otherwise filing.
Charles Giancarlo, a member of our board of directors, also serves as chief executive officer and a member of the board of directors of Pure Storage, Inc., a data storage solutions company, since August 2017. Pure Storage, Inc. has purchased, and may purchase from time to time, our products in the ordinary course of business and we have also purchased, and may purchase from time to time, products from Pure Storage in the ordinary course of business (collectively, the “Pure Storage Transactions”). Mr. Giancarlo did not participate in negotiations involving, and does not have a direct or indirect material interest in, these transactions. Our audit committee has established certain guidelines to pre-approve the Pure Storage Transactions, subject to the review by our audit committee at each regularly scheduled audit committee meeting that such Pure Storage Transactions complied with such guidelines.
We have granted stock options and restricted stock unitsequity awards to our Named Executive Officers and certain of our directors. See the section titled “Executive Compensation – Compensation—Outstanding Equity Awards at 2019 2022 Fiscal Year-End” for a description of these stock options and restricted stock units.awards. In the ordinary course of business, we enter into offer letters and employment agreements with our executive officers. We have also entered into indemnification agreements with each of our directors and officers. The indemnification agreements and our certificate of incorporation and bylaws require us to indemnify our directors and officers to the fullest extent permitted by Delaware law. Other than as described above under this section titled “Related Person Transactions,” since January 1, 2019,2022, we have not entered into any transactions, nor are there any currently proposed transactions, between us and a related party where the amount involved exceeds, or would exceed, $120,000, and in which any related person had or will have a direct or indirect material interest. We believe the terms of the transactions described above were comparable to terms we could have obtained in arm’s-length dealings with unrelated third parties. 2020 Proxy Statement
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Policies and Procedures for Related PartyPerson Transactions
Our audit committeeAudit Committee has the primary responsibility for reviewing and approving or ratifying related party transactions. We have a formal written policy providing that a related party transaction is any transaction between us and an executive officer, director, nominee for director, beneficial owner of more than 5% of any class of our capital stock, or any member of the immediate family member or person sharing the household of any of the foregoing persons, in which such party has a direct or indirect material interest and the aggregate amount involved exceeds $120,000. In reviewing any related party transaction, our audit committeeAudit Committee is to consider the relevant facts and circumstances available to our audit committee,Audit Committee, including, whether the transaction is on terms no less favorable than the terms generally available tothat could have been reached with an unaffiliatedunrelated third party, under the same or similar circumstances, and the extent of the related party’s interest in the transaction. Our audit committeeAudit Committee has determined that certain transactions will be deemed to be pre-approved by our audit committee,Audit Committee, including certain executive officer and director compensation, transactions with another company at which a related party’s only relationship is as a non-executive employee, director or beneficial owner of less than 10% of that company’s shares (subject to a one-time initial approval by the Audit Committee), transactions where a related party’s interest arises solely from the ownership of our common stock and all holders of our common stock received the same benefit on a pro rata basis, and transactions available to all employees generally. If advance approval
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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 a transactionthe 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 feasible,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. | | | | | | | | | | | | | | | Q | | How do I vote? | | | | | | Q | | Can I change my vote? | | | A | | If you are a stockholder of record, you can vote in one of the following ways: | | | | | | | | A | | Yes. Subject to the voting deadlines noted above, if you are a stockholder of record, you can change your vote or revoke your proxy any time before the Annual Meeting by: | • by Internet at http://www.proxyvote.com, 24 hours a day, seven days a week, until 11:59 p.m. EST on June 13, 2023 (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 June 13, 2023 (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 attending and voting at the Annual Meeting at www.virtualshareholdermeeting.com/ANET2023. 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 the instructions that accompanied your proxy materials. 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. | | | | | | | | | | | | • 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/ANET2023. If you are a street name stockholder, your broker, bank or other nominee can provide you with instructions on how to change your vote. | | | | | | Q | | Who is entitled to vote? | | | | | | | | A | | Holders of our common stock as of the close of business on April 20, 2023, the record date, may | | | | | | vote at the Annual Meeting. As of the record date, there were 308,288,311 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/ANET2023. 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 | | What is a quorum? | | | | | A | | A quorum is the minimum number of shares required to be present at the Annual Meeting for | | | | the Annual Meeting to be properly held under our amended and restated bylaws and Delaware law. The presence (including by proxy) of a majority of all issued and outstanding shares of our common stock entitled to vote at the Annual Meeting will constitute a quorum at the Annual Meeting. Abstentions, withhold votes and broker non-votes are counted as shares present and entitled to vote for purposes of determining a quorum. | | |
| | | | | | | | 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 stockholder of record as of the close of business on April 20, 2023 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/ANET2023. 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/ANET2023. 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. 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. If we receive substantially similar questions, we may group such questions together and provide a single response to avoid repetition. | | | 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. |
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Questions and Answers | | | | | | | | 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 28, 2023 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. | | | No additional compensation will be paid to these individuals for any such services, although we may reimburse such individuals for their reasonable out-of-pocket expenses in connection with such solicitation. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners. We will reimburse brokers or other nominees for reasonable expenses that they incur in sending our proxy materials to you if a broker or other nominee holds shares of our common stock on your behalf. | | |
| | | | | | | | | Q | | How may my brokerage firm or other intermediary vote my shares if I fail to provide timely directions? | | | | | A | | Brokerage firms and other intermediaries holding shares of our common stock in street name for | | | customers are generally required to vote such shares in the manner directed by their customers. In the absence of timely directions, your broker will have discretion to vote your shares on our sole “routine” matter: the proposal to ratify the appointment of Ernst & Young LLP. Absent direction from you, your broker will not have discretion to vote on the election of directors, on the approval, on an advisory basis, of executive compensation of our named executive officers, or on the frequency of future stockholder advisory votes on the compensation of our named executive officers, which are “non-routine” matters. | | | Q | | Where can I find the voting results of the Annual Meeting? | | | | | A | | We will announce preliminary voting results at the Annual Meeting. We will also disclose voting | | | results on a Current Report on Form 8-K that we will file with the SEC within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Current Report on Form 8-K within four business days after the Annual Meeting, we will file a Current Report on Form 8-K to publish preliminary results and will provide the final results in an amendment to this Current Report on Form 8-K as soon as they become available. |
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OTHER MATTERS Householding We have adopted a procedure called “householding,” which the ChairSEC has approved. Under this procedure, stockholders of record who have the same address and last name and have not previously requested electronic delivery of proxy materials will receive a single envelope containing the Notices for all stockholders having that address. The Notice for each stockholder will include that stockholder’s unique control number needed to vote his or her shares. This procedure reduces our printing costs, mailing costs, and fees. Upon written or oral request, we will deliver promptly a separate copy of the Notice and, if applicable, our proxy materials to any stockholder at a shared address to which we delivered a single copy of any of these materials. To receive a separate copy, or, if a stockholder is receiving multiple copies, to request that we only send a single copy of the Notice and, if applicable, our proxy materials, such stockholder may contact us at the following phone number (408) 547-5500 or address: Arista Networks, Inc. Attention: Investor Relations 5453 Great America Parkway Santa Clara, California 95054 Stockholders who beneficially own shares of our audit committeecommon stock held in street name may approvecontact their brokerage firm, bank, broker-dealer or other similar organization to request information about householding. Stockholder Proposals Stockholders may present proposals for inclusion in our proxy statement and for consideration at the transactionnext annual meeting of stockholders by submitting their proposals in writing to our Secretary in a timely manner. For a stockholder proposal to be considered for inclusion in our proxy statement for our 2024 annual meeting of stockholders, our Secretary must receive the written proposal at our principal executive offices no later than December 30, 2023. In addition, stockholder proposals must comply with the requirements of Rule 14a-8 under the Exchange Act regarding the inclusion of stockholder proposals in Company-sponsored proxy materials. Stockholder proposals should be addressed to: Arista Networks, Inc. Attention: Secretary 5453 Great America Parkway Santa Clara, California 95054 Our amended and restated bylaws also establish an advance notice procedure for stockholders who wish to present a proposal before an annual meeting of stockholders but do not intend for the transactionproposal to be included in our proxy statement. Our amended and restated bylaws provide that the only business that may be ratifiedconducted at an annual meeting is business that is (i) specified in our proxy materials with respect to such meeting, (ii) otherwise properly brought before the annual meeting by or at the direction of our board of directors, or (iii) properly brought before the annual meeting by a stockholder of record entitled to vote at the annual meeting who has delivered timely written notice to our Secretary, which notice must contain the information specified in our amended and restated bylaws. To be timely for our 2024 annual meeting of stockholders, our Secretary must receive the written notice at our principal executive offices: | • | | not earlier than the close of business on February 13, 2024; and |
| • | | not later than the close of business on March 14, 2024. |
NOMINATION OF DIRECTOR CANDIDATES Stockholders may recommend director candidates for consideration by our audit committeeNominating and Corporate Governance Committee. Any such recommendations should include the nominee’s name and qualifications for membership on our board of directors and should be directed to our Secretary at the address set forth above. For additional information regarding stockholder recommendations for director candidates, see “Board of Directors and Corporate Governance—Stockholder Recommendations for Nominations to the Board of Directors.”
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Other Matters In addition, our amended and restated bylaws permit stockholders to nominate directors for election at an annual meeting of stockholders. To nominate a director, the stockholder must provide the information required by our amended and restated bylaws. In addition, the stockholder must give timely notice to our Secretary in accordance with our formal written policy. 56
| | | | | | 2020 Proxy Statement
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amended and restated bylaws, which, in general, require that the notice be received by our Secretary within the time period described above under “Stockholder Proposals” for stockholder proposals that are not intended to be included in a proxy statement.TABLE OF CONTENTSStockholders who intend to solicit proxies in support of director nominees other than our nominees must also provide notice that sets forth the information required by Rule 14a-19 of the Exchange Act. Please note that the notice requirement under Rule 14a-19 is in addition to the applicable notice requirements under the advance notice provisions of our amended and restated bylaws described above.
Availability of Bylaws You may contact our Secretary at our principal executive offices for a copy of the relevant bylaw provisions regarding the requirements for making stockholder proposals and nominating director candidates. Fiscal Year 20192022 Annual Report and SEC Filings
Our financial statements for our fiscal year ended December 31, 20192022 are included in our Annual Report on Form 10-K, which we will make available to stockholders at the same time as this proxy statement. This proxy statement and our annual report are posted on the Financial Information section of our website at http://investors.arista.com and are available from the SEC at its website at www.sec.gov. You may also obtain a copy of our annual report without charge by sending a written request to Arista Networks, Inc., Attention: Investor Relations, 5453 Great America Parkway, Santa Clara, California 95054. The board of directors does not know of any other matters to be presented at the Annual Meeting. If any additional matters are properly presented at the Annual Meeting, the persons named in the enclosed proxy card will have discretion to vote the shares of our common stock they represent in accordance with their own judgment on such matters. It is important that your shares of our common stock be represented at the Annual Meeting, regardless of the number of shares that you hold. You are, therefore, urged to vote by telephone or by using the Internet as instructed on the enclosed proxy card or execute and return, at your earliest convenience, the enclosed proxy card in the envelope that has also been provided. Santa Clara, California
April 15, 202028, 2023
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2020 Proxy Statement
| | | | |  | ARISTA NETWORKS, INC. | | | 5453 GREAT AMERICA PARKWAY | | VOTE BY INTERNET | SANTA CLARA, CA 95054 | | Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above | | | | | Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on June 13, 2023. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. | | | | | During The Meeting - Go to www.virtualshareholdermeeting.com/ANET2023 | | | | | You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. | | | | | VOTE BY PHONE - 1-800-690-6903 | | | Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on June 13, 2023. Have your proxy card in hand when you call and then follow the instructions. | | | | | VOTE BY MAIL | | | Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. |
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: V16272-P86336 KEEP THIS PORTION FOR YOUR RECORDS — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. 57
| | | | | | | | | | | | | | | | | | | | | | | | | | | ARISTA NETWORKS, INC. | | For
All | | Withhold
All | | For All
Except | | | | To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the | | | | | | | The Board of Directors recommends you vote FOR the following: | | | | | | | | number(s) of the nominee(s) on the line below. | | | | | | | | | | | | | | | | 1. Election of Directors | | ☐ | | ☐ | | ☐ | | | | | | | | | | | | | | | | | | | | Nominees: | | | | | | | | | | | | | | | | | | | | | | | | | | 01) Lewis Chew | | | | | | | | | | | | | | | | | 02) Douglas Merritt | | | | | | | | | | | | | | | | | 03) ���Mark B. Templeton | | | | | | | | | | | | | | | | | | | | | | | | The Board of Directors recommends you vote FOR proposals 2 and 3. | | | | | | | | For | | Against | | Abstain | | | | | 2. Approval, on an advisory basis, of the compensation of the named executive officers. | | ☐ | | ☐ | | ☐ | | | | | 3. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2023. | | ☐ | | ☐ | | ☐ | | | | | NOTE: Such other business as may properly come before the meeting or any adjournment thereof. | | | | | | |
| | | | | | | | | Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | Signature [PLEASE SIGN WITHIN BOX] | | Date | | | | Signature (Joint Owners) | | Date | | |
TABLE OF CONTENTSImportant Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — V16273-P86336  ARISTA NETWORKS, INC. Annual Meeting of Stockholders June 14, 2023 11:00 AM Pacfic Time This proxy is solicited by the Board of Directors The stockholder(s) hereby appoint(s) Jayshree Ullal, Ita Brennan and Marc Taxay, or any of them, as proxies, each with the power to appoint his or her substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common stock of ARISTA NETWORKS, INC. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held virtually at 11:00 AM, PDT on June 14, 2023, via a live webcast at www.virtualshareholdermeeting.com/ANET2023, and any adjournment or postponement thereof. This proxy, when properly signed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations. Continued and to be signed on reverse side |
Annual Review. 
No Executive-Only Retirement Programs.
