8-KCorporate Changes

Fortinet, Inc. 8-K Report, Bylaw Amendment (Jan 25, 2012)

Filed January 25, 2012For Securities:FTNT

Summary

This 8-K filing from Fortinet, Inc. (FTNT) details significant amendments to its corporate governance structure, primarily focusing on director election standards and resignation policies. Effective after the 2012 Annual Meeting of Stockholders, the company will transition from a plurality to a majority voting standard for directors in uncontested elections. This change means directors will need to secure a majority of the votes cast to be elected or re-elected, enhancing shareholder influence in director selection. Furthermore, a new policy requires director nominees to provide a written statement on whether they intend to tender an irrevocable resignation if they fail to receive the required votes for re-election, subject to Board acceptance. This initiative signals a commitment to aligning management and board accountability with shareholder interests.

Key Highlights

  • 1Fortinet's Board of Directors amended the Company's Bylaws effective January 19, 2012.
  • 2Effective post-2012 Annual Meeting, director elections in uncontested scenarios will move from a plurality to a majority voting standard.
  • 3This change requires directors to receive a majority of votes cast to be elected or re-elected.
  • 4A new Director Resignation Policy mandates that nominees submit a written statement regarding resignation intent if they fail to receive requisite votes.
  • 5The resignation becomes effective upon failure to be re-elected and subsequent Board acceptance.
  • 6Corporate Governance Guidelines were adopted to implement the Director Resignation Policy.
  • 7Amended and Restated Bylaws are filed as an exhibit, reflecting these governance changes.

Frequently Asked Questions

In uncontested elections, directors will now need to receive a majority of the votes cast, rather than just the most votes (plurality), to be elected or re-elected. This change will be effective after the 2012 Annual Meeting of Stockholders.

The company has adopted a policy that requires director nominees to provide a written statement indicating their intention to tender an irrevocable resignation if they fail to receive the necessary votes for re-election. This resignation would only become effective if the Board of Directors accepts it.

These changes aim to enhance corporate governance and increase accountability of the Board of Directors to the shareholders. The majority voting standard and the resignation policy provide shareholders with greater influence over director elections and aim to ensure directors remain responsive to shareholder sentiment.

The Bylaws were amended effective January 19, 2012. The majority voting standard for director elections will be effective following the 2012 Annual Meeting of Stockholders. The Director Resignation Policy is implemented through the newly adopted Corporate Governance Guidelines.