What is the main purpose of these bylaw amendments?

The main purpose of these amendments is to comply with new SEC rules regarding universal proxy cards and to reflect recent changes in Delaware General Corporation Law. The goal is to enhance the clarity, certainty, and procedural integrity of shareholder meetings and proxy solicitations.

How do these changes affect shareholders who want to nominate directors or propose other business at the annual meeting?

Shareholders will face more stringent advance notice requirements. They will need to provide additional information and certifications, especially if they are complying with universal proxy rules. Nominees must also be available for board interviews, and there are specific requirements regarding the color of proxy cards used for solicitations.

Has the deadline for submitting proposals changed?

Yes, the notice period for bringing matters before the annual meeting has been extended. It is now 90 to 120 days prior to the anniversary of last year's annual meeting, which is a change from the previous 45 to 75 days prior to the mailing date of the prior year's proxy materials. For the 2023 Annual Meeting, this period runs from February 17, 2023, to March 19, 2023.

Are these changes specific to Fortinet, or are other companies making similar adjustments?

These changes are largely driven by new SEC regulations (Universal Proxy Rules) and updates to corporate law, particularly in Delaware, where many companies are incorporated. Therefore, many other public companies are also updating their bylaws to align with these regulatory and legal developments.

FTNT 8-K: Corporate Changes

Summary

Fortinet, Inc. (FTNT) filed an 8-K on February 7, 2023, to announce amendments to its bylaws, effective February 5, 2023. These changes are primarily in response to new SEC rules regarding universal proxy cards and recent updates to Delaware General Corporation Law. The amendments aim to provide greater clarity, certainty, and procedural robustness to shareholder meetings and proxy solicitations. Key changes include modifications to advance notice provisions for shareholder nominations and proposals, requiring additional disclosures and certifications related to universal proxy rules. The company has also adjusted the notice period for bringing matters before annual meetings, extending it to provide more certainty for both the company and its shareholders. While these are procedural changes, they are important for understanding the governance and shareholder engagement processes at Fortinet.

Key Highlights

1Fortinet's Board of Directors approved Amended and Restated Bylaws on February 5, 2023.
2The amendments are primarily to comply with new SEC Universal Proxy Rules (Rule 14a-19) and DGCL changes.
3Advance notice requirements for shareholder nominations and proposals have been revised with increased disclosure obligations.
4The notice period for submitting nominations and proposals at annual meetings has been extended from 45-75 days to 90-120 days prior to the meeting anniversary.
5Stockholders soliciting proxies are required to use a proxy card color other than white.
6Additional requirements are imposed on stockholders using universal proxy rules, including timely evidence of compliance.
7Proposed nominees must now be available for interviews with the board or its committees.

Fortinet, Inc. 8-K Report, Bylaw Amendment (Feb 8, 2023)

Summary

Key Highlights

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