Fortinet amends bylaws to update proxy rules and advance notice provisions

Fortinet, Inc.

Bylaws amended Feb 5, 2023 to comply with universal proxy rules and recent DGCL changes.
Stockholders must certify Rule 14a-19 compliance; non-compliant nominations may be disregarded.
Notice period for 2023 annual meeting: Feb 17 to Mar 19, 2023 (previously based on proxy mailing date).
Soliciting stockholders must use non-white proxy cards; nominees must be available for board interviews.
Emergency bylaw provisions added for director/officer authority during crises.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Fortinet, Inc.: Amended and restated bylaws to adopt universal proxy rules, update advance notice provisions, change notice period to 90-120 days before anniversary of annual meeting, and make other conforming changes (effective 2023-02-05).

Change: bylaw amendment
Effective: 2023-02-05

Exact text from the filing

On February 5, 2023, in connection with the effectiveness of new Securities and Exchange Commission rules regarding universal proxy cards, certain recent changes to the Delaware General Corporation Law (the “DGCL”) and a periodic review of the bylaws of Fortinet Inc. (“Fortinet”), Fortinet’s board of directors approved and adopted Fortinet’s amended and restated bylaws (the “Amended and Restated Bylaws”).

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Fortinet, Inc. filing history →

Source: SEC EDGAR

accession 0001262039-23-000006

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