Arista Networks (ANET) reports 2026 shareholder meeting and vote outcomes

Rhea-AI Filing Summary

Arista Networks, Inc. reported the results of its 2026 annual stockholder meeting held on May 29, 2026. Stockholders elected three Class III directors—Lewis Chew, Greg Lavender, and Mark B. Templeton—to serve until the 2029 annual meeting and until their successors are duly elected and qualified.

Stockholders also approved, on an advisory basis, the compensation of the company’s named executive officers. In addition, they ratified the appointment of Ernst & Young LLP as Arista’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Director vote – Lewis Chew: 810,796,786 for; 225,130,281 withheld Director vote – Greg Lavender: 819,814,267 for; 216,112,800 withheld Director vote – Mark B. Templeton: 655,362,300 for; 380,564,767 withheld +3 more

6 metrics

Director vote – Lewis Chew 810,796,786 for; 225,130,281 withheld Election of Class III director at 2026 annual meeting; 99,356,888 broker non-votes

Director vote – Greg Lavender 819,814,267 for; 216,112,800 withheld Election of Class III director at 2026 annual meeting; 99,356,888 broker non-votes

Director vote – Mark B. Templeton 655,362,300 for; 380,564,767 withheld Election of Class III director at 2026 annual meeting; 99,356,888 broker non-votes

Say-on-pay advisory vote 624,907,669 for; 410,157,079 against Advisory vote on named executive officer compensation; 862,319 abstained; 99,356,888 broker non-votes

Auditor ratification – For 1,103,492,066 shares for Ratification of Ernst & Young LLP for fiscal year ending December 31, 2026

Auditor ratification – Against 31,447,422 shares against Ratification of Ernst & Young LLP; 344,467 abstentions; no broker non-votes

Key Terms

broker non-votes, named executive officers, independent registered public accounting firm, advisory basis

4 terms

broker non-votes financial

"Nominee | For | Withheld | Broker Non-votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

named executive officers financial

"To approve, on an advisory basis, the compensation of the Company’s named executive officers"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

independent registered public accounting firm financial

"independent registered public accounting firm for the Company’s fiscal year ending December 31, 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

advisory basis financial

"To approve, on an advisory basis, the compensation of the Company’s named executive officers"

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Understanding 8-K Material Events →

0001596532False00015965322026-05-292026-05-29

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 29, 2026

___________________________________________________

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:

☐ 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 29, 2026, Arista Networks, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). The stockholders voted on the following proposals at the Annual Meeting:

1.To elect three Class III directors to serve until the 2029 annual meeting of stockholders and until their successors are duly elected and qualified;

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

3.Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2026.

For more information about the foregoing proposals, see the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 16, 2026.

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

1. Election of Director

Nominee						For						Withheld						Broker Non-votes
Lewis Chew						810,796,786						225,130,281						99,356,888
Greg Lavender						819,814,267						216,112,800						99,356,888
Mark B. Templeton						655,362,300						380,564,767						99,356,888

Each director nominee was duly elected to serve until the 2029 annual meeting of stockholders and until his or her successor is duly elected and qualified.

2. Advisory Vote on Named Executive Officer Compensation

For						Against						Abstained						Broker Non-votes
624,907,669						410,157,079						862,319						99,356,888

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

3. Ratification of Appointment of Independent Registered Public Accounting Firm

For

Against

Abstained

Broker Non-votes

1,103,492,066

31,447,422

344,467

–

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, 2026.

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 2, 2026						/s/ CHANTELLE BREITHAUPT
						Chantelle Breithaupt
						Senior Vice President, Chief Financial Officer
						(Principal Financial Officer and Principal Accounting Officer)

FAQ

What did Arista Networks (ANET) stockholders approve at the 2026 annual meeting?

Stockholders approved three key items: election of three Class III directors, an advisory vote supporting named executive officer compensation, and ratification of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

Which directors were elected at Arista Networks (ANET) 2026 annual meeting?

Lewis Chew, Greg Lavender, and Mark B. Templeton were elected as Class III directors. Each will serve until the 2029 annual meeting of stockholders and until a successor is duly elected and qualified, continuing the existing board structure.

How did Arista Networks (ANET) stockholders vote on executive compensation?

Stockholders approved, on an advisory basis, the compensation of Arista Networks’ named executive officers. The vote was 624,907,669 shares for, 410,157,079 against, 862,319 abstentions, with 99,356,888 broker non-votes recorded on the compensation proposal.

Who is Arista Networks’ (ANET) independent auditor for fiscal year 2026?

Ernst & Young LLP was ratified as Arista Networks’ independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification vote was 1,103,492,066 shares for, 31,447,422 against, and 344,467 abstentions, with no broker non-votes.

When did Arista Networks (ANET) hold its 2026 annual stockholder meeting?

Arista Networks held its 2026 Annual Meeting of Stockholders on May 29, 2026. At this meeting, stockholders voted on director elections, an advisory say-on-pay proposal, and ratification of the company’s independent registered public accounting firm for fiscal year 2026.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.2 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 14.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 25.2 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 14.7 KB