UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Exchange Act:
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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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On April 28, 2021, Fortinet Inc. (“Fortinet”) filed a current report on Form 8-K (the “Form 8-K”) to report that, on April 23, 2021, Fortinet’s Board of Directors (the “Board”) had amended and restated Fortinet’s bylaws (the “Amended and Restated Bylaws”) to, among other things, implement proxy access. The Form 8-K misstated the number of directors that Fortinet’s stockholders can nominate and include in Fortinet’s proxy materials pursuant to the proxy access provision. Pursuant to the Amended and Restated Bylaws, a stockholder, or a group of up to 20 stockholders, that has continuously owned at least 3% of Fortinet’s outstanding common stock throughout the three-year period (i) preceding and including the date of submission of the nomination notice and (ii) following the date Fortinet implemented proxy access in the Amended and Restated Bylaws, whichever is later, can nominate and include in Fortinet’s proxy materials director nominees constituting up to the lesser of two individuals or 20% of the number of members of the Board, subject to reduction in certain circumstances, and subject to the stockholders and the nominees satisfying the requirements specified in the Amended and Restated Bylaws.
The foregoing summary and description of the provisions of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which was filed as Exhibit 3.1 to the Form 8-K and is incorporated herein by reference.
SIGNATURE
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.
| Fortinet, Inc. | ||
| Date: April 30, 2021 | By: | /s/ JOHN WHITTLE |
| John Whittle | ||
| Executive Vice President and General Counsel | ||
Cover |
Apr. 28, 2021 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K/A |
| Amendment Flag | false |
| Document Period End Date | Apr. 28, 2021 |
| Current Fiscal Year End Date | --12-31 |
| Entity File Number | 001-34511 |
| Entity Registrant Name | FORTINET, INC. |
| Entity Central Index Key | 0001262039 |
| Entity Tax Identification Number | 77-0560389 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 899 Kifer Road |
| Entity Address, City or Town | Sunnyvale |
| Entity Address, State or Province | CA |
| Entity Address, Postal Zip Code | 94086 |
| City Area Code | 408 |
| Local Phone Number | 235-7700 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, $0.001 Par Value |
| Trading Symbol | FTNT |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |