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FTNT > SEC Filings for FTNT > Form 8-K on 21-Apr-2014All Recent SEC Filings

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Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statement

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On and effective as of April 18, 2014, the Board of Directors of Fortinet, Inc. (the "Company") amended the Company's Amended and Restated Bylaws (as amended, the "Bylaws") to add a forum selection provision as Article IX. This provision generally provides that unless the Company consents in writing to the selection of an alternate forum, a state or federal court located within the state of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action or proceeding asserting a claim of breach of a fiduciary duty owed by any director, officer, employee or agent of the Company to the Company or the Company's stockholders,
(iii) any action asserting a claim against the Company arising pursuant to any provision of the Delaware General Corporation Law or the Company's Certificate of Incorporation or the Bylaws, (iv) any action to interpret, apply, enforce or determine the validity of the Company's Certificate of Incorporation or the Bylaws, and (v) any action or proceeding asserting a claim against the Company governed by the internal affairs doctrine. The Bylaws are filed as Exhibit 3.1 hereto and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Number    Description
3.1       Fortinet, Inc. Bylaws, as amended April 18, 2014

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