UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 | ||