Fortinet, Inc.
Extract: Charter Amended/Restated (Plain English Desc) from a 8-K on 06/22/2022   Download
SEC Document
SEC Filing
As previously announced, at the Annual Meeting of Stockholders of Fortinet, Inc. (“Fortinet”) held on June 17, 2022 (the “Annual Meeting”), Fortinet’s stockholders approved an amended and restated certificate of incorporation for Fortinet (the “Restated Certificate”) in order to implement a five-for-one forward stock split (the “Stock Split”) and to make certain other changes as reflected in the Restated Certificate and described in Fortinet’s Definitive Proxy Statement for the Annual Meeting, as filed with the Securities and Exchange Commission on May 2, 2022. The Restated Certificate was previously approved by Fortinet’s Board of Directors (the “Board of Directors”), subject to the adoption of Fortinet’s stockholders.

The Restated Certificate became effective upon acceptance of the filing by the Secretary of State of the State of Delaware (the “Effective Time”). Pursuant to the Restated Certificate, the Stock Split and the proportional increase to the number of authorized shares of Fortinet’s common stock (the “Share Increase”) also became effective at the Effective Time. As of the Effective Time, book-entries representing outstanding shares of Fortinet’s common stock immediately represented a number of shares equal to the same number of shares of common stock as is reflected on the book-entries, multiplied by five.