Summary
Fortinet, Inc. (FTNT) filed an amendment to its Current Report on Form 8-K, providing an update on its Board of Directors and Audit Committee composition. The primary focus of this amendment is to inform investors about the appointment of Judith Sim to the Audit Committee, effective October 16, 2015. This appointment is significant as it resolves a prior non-compliance issue with NASDAQ listing rules regarding the minimum number of independent directors on the Audit Committee. Previously, following the resignation of Hong Liang Lu from the Board and the Audit Committee on August 24, 2015, Fortinet's Audit Committee was reduced to two members, falling below the NASDAQ requirement of at least three independent directors. This filing confirms that with Ms. Sim's addition, the Audit Committee now meets the NASDAQ's listing rule requirements, and the company has regained compliance. Investors should note this is a procedural update to ensure good corporate governance and continued listing compliance.
Key Highlights
- 1Judith Sim was appointed to Fortinet's Board of Directors on June 15, 2015.
- 2Effective October 16, 2015, Ms. Sim was appointed to the Board's Audit Committee.
- 3The company was previously not in compliance with NASDAQ Listing Rule 5605(c)(2)(A) concerning Audit Committee composition.
- 4Non-compliance stemmed from the resignation of Hong Liang Lu from the Board and Audit Committee on August 24, 2015, reducing the committee to two members.
- 5NASDAQ requires an Audit Committee to have at least three independent members.
- 6With Ms. Sim's appointment to the Audit Committee, Fortinet has regained compliance with NASDAQ listing rules.
- 7This filing serves to formally disclose the resolution of the Audit Committee composition issue.