8 unchanged sentences
Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework (2013) set forth by the Committee of Sponsoring Organizations of the Treadway Commission.
−Removed: In accordance with the Internal Controls Guidance, management has excluded Alaxala Networks Corporation (“Alaxala”), a privately-held network hardware equipment company in Japan, from its assessment of internal control over financial reporting as of December 31, 2021, because it was acquired by the Company in a business combination during the fiscal year ended December 31, 2021.
−Removed: Alaxala assets represented approximately 1.5% of the Company’s consolidated total assets, excluding the effects of purchase accounting, as of December 31, 2021 and its revenues represented approximately 1.3% of the Company's consolidated total revenues for the year ended December 31, 2021.
Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2022.
2 unchanged sentences
Changes in Internal Control over Financial Reporting
−Removed: There were no other changes in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act) during 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: There were no changes in our internal controls over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act) during 2022 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
5 unchanged sentences
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2022, of the Company and our report dated February 23, 2023 expressed an unqualified opinion on those financial statements.
−Removed: As described in “Management’s Report on Internal Control over Financial Reporting”, management excluded from its assessment the internal control over financial reporting at Alaxala Networks Corporation (“Alaxala”), which was acquired on August 31, 2021, and whose financial statements constitute approximately 1.5% of the Company’s consolidated total assets, excluding the effects of purchase accounting, as of December 31, 2021 and approximately 1.3% of the Company’s consolidated total revenues for the year ended December 31, 2021.
−Removed: Accordingly, our audit did not include the assessment of the internal controls over financial reporting for Alaxala.
Basis for Opinion
24 unchanged sentences
The code applies to all of our employees, officers (including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions), agents and representatives, including our independent directors and consultants, who are not our employees, with regard to their Fortinet-related activities.
−Removed: Our code of business conduct and ethics is available on our website at www.fortinet.com under “Corporate—Investor Relations—Corporate Governance.” We will post on this section of our website any amendment to our code of business conduct and ethics, as well as any waivers of our code of business conduct and ethics, that are required to be disclosed by the rules of the SEC or the Nasdaq Stock Market.
+Added: Our code of business conduct and ethics is available on our website at www.fortinet.com under “Corporate—Investor Relations—Corporate Governance.” We will post on this section of our website any amendment to our code of business conduct and ethics, as well as any waivers of our code of business conduct and ethics, which are required to be disclosed by the rules of the SEC or the Nasdaq Stock Market.
Executive Compensation
23 unchanged sentences
Amended and Restated Bylaws Current Report on Form 8-K (File No.
−Removed: 001-34511) April 28, 2021 3.1
+Added: 001-34511) February 8, 2023 3.1
Specimen common stock certificate of the Company Registration Statement on Form S-l, as amended (File No.
35 unchanged sentences
001-34511) August 1, 2019
+Added: Employment Agreement, dated as of January 24, 2018, between Fortinet UK Limited and Patrice Perche
+Added: Change of Control Severance Agreement, effective as of February 21, 2023, between the Company and Patrice Perche
List of subsidiaries
18 unchanged sentences
Form 10-K summary
−Removed: Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February 25, 2022.
+Added: Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
+Added: February 23, 2023
FORTINET, INC.
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(Duly Authorized Officer and Principal Executive Officer)
+Added: February 23, 2023
FORTINET, INC.
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/s/ Michael Xie President, Chief Technology Officer and Director February 23, 2023
−Removed: /s/ Kelly Ducourty
−Removed: Director February 25, 2022
−Removed: Kelly Ducourty
/s/ Kenneth A.
8 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.