UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
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(408 ) 235-7700
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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 8.01 Other Events.
On April 22, 2022, Fortinet, Inc. (the “Company”) filed with the Securities and Exchange Commission a preliminary proxy statement that included the Company’s plan to request stockholder approval at the Company’s upcoming 2022 Annual Meeting of Stockholders (the “Annual Meeting”) for an increase in the number of authorized shares of the Company’s common stock through an amendment and restatement of the Company’s amended and restated certificate of incorporation (the “Charter Amendment”) in order to implement a five-for-one forward stock split of the Company’s common stock (the “Stock Split”).
The Company’s definitive proxy statement relating to the Annual Meeting will also include details regarding the Charter Amendment and Stock Split, as well as the record date, date and location of the Annual Meeting.
This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
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.
| Fortinet, Inc. | ||||||||
Date: April 22, 2022 | By: | /s/ JOHN WHITTLE | ||||||
| John Whittle | ||||||||
| Executive Vice President and General Counsel | ||||||||