Summary
This 8-K/A filing from Fortinet, Inc. serves as an amendment to a previous 8-K report, clarifying a detail regarding the company's recently amended and restated bylaws. The primary purpose of this amendment is to correct a misstatement concerning the 'proxy access' provision implemented by the Board of Directors on April 23, 2021. This provision allows eligible stockholders to nominate directors for inclusion in the company's proxy materials.
Key Highlights
- 1Fortinet filed an amendment (8-K/A) to a previous 8-K filing on April 29, 2021.
- 2The amendment corrects a misstatement related to the company's proxy access bylaw provision.
- 3The proxy access provision, implemented on April 23, 2021, allows certain stockholders to nominate directors.
- 4Eligible stockholders must continuously own at least 3% of common stock for three years.
- 5A qualifying stockholder group can nominate up to two directors or 20% of the Board, whichever is less.
- 6The specific details and requirements for nomination are outlined in the Amended and Restated Bylaws.
Frequently Asked Questions
The main purpose is to correct an error in a prior 8-K filing regarding the specifics of Fortinet's new proxy access bylaw provision. It clarifies the number and conditions under which stockholders can nominate director candidates.
Proxy access is a provision in Fortinet's bylaws that allows eligible long-term stockholders to nominate director candidates for inclusion in the company's proxy materials for shareholder meetings.
To be eligible, a stockholder (or a group of up to 20 stockholders) must have continuously owned at least 3% of Fortinet's outstanding common stock for a minimum of three years preceding the nomination notice date.
A qualifying stockholder or group can nominate director candidates representing up to the lesser of two individuals or 20% of the total number of directors on the Board.