Fortinet, Inc.
8-K on 06/24/2020   Download
SEC Document
SEC Filing
0001262039false00012620392020-06-192020-06-19

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
June 19, 2020

FORTINET, INC.
(Exact name of registrant as specified in its charter)
Delaware001-3451177-0560389
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
899 Kifer Road
Sunnyvale, CA 94086
(Address of principal executive offices, including zip code)
(408) 235-7700
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:
(Title of each class)(Trading Symbol)(Name of exchange on which registered)
Common Stock, $0.001 Par ValueFTNTThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).   

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  



Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting of Stockholders of Fortinet, Inc. (“Fortinet”) held on June 19, 2020 (the “Annual Meeting”), there were present, in person or by proxy, holders of 135,857,064 shares of common stock, or approximately 84.3% of the total outstanding shares eligible to be voted. The holders present voted on the five proposals presented at the Annual Meeting as follows:
Proposal One - Election of Directors
Fortinet’s stockholders approved the election of eight directors to Fortinet’s Board of Directors, each to serve for a one-year term expiring at the 2021 Annual Meeting of Stockholders and until such director’s successor is elected and qualified, by the following votes:
NomineeVotes ForVotes AgainstAbstentionsBroker Non-Votes
Ken Xie122,579,0803,889,11209,388,872
Michael Xie125,966,363501,82909,388,872
Kelly Ducourty126,358,529109,66309,388,872
Ming Hsieh120,493,4675,974,72509,388,872
Jean Hu126,364,298103,89409,388,872
William Neukom119,950,3646,517,82809,388,872
Christopher B. Paisley84,330,41742,137,77509,388,872
Judith Sim122,103,6644,364,52809,388,872

Proposal Two - Ratification of Appointment of Independent Registered Accounting Firm
Fortinet’s stockholders ratified the appointment of Deloitte & Touche LLP as Fortinet’s independent registered accounting firm for the fiscal year ending December 31, 2020 by the following votes:
Votes ForVotes AgainstAbstentions
133,567,1682,233,16656,730

Proposal Three - Advisory Vote on Named Executive Officer Compensation
Fortinet’s stockholders cast their votes with respect to the advisory vote on Fortinet’s named executive officer compensation as follows:
Votes ForVotes AgainstAbstentionsBroker Non-Votes
118,990,7197,354,807122,6669,388,872

Proposal Four - Stockholder Proposal Requesting to Allow Stockholders to Act by Written Consent
Fortinet’s stockholders did not approve the stockholder proposal requesting to allow stockholders to act by written consent by the following votes:
Votes ForVotes AgainstAbstentionsBroker Non-Votes
52,160,04774,148,873159,2729,388,872




Proposal Five - Stockholder Proposal Requesting for Annual Report Assessing Fortinet’s Diversity and Inclusion Efforts
Fortinet’s stockholders approved the stockholder proposal requesting for Fortinet to publish an annual report assessing Fortinet’s diversity and inclusion efforts by the following votes:
Votes ForVotes AgainstAbstentionsBroker Non-Votes
87,273,13337,432,4081,762,6519,388,872




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FORTINET, INC.
Date: June 24, 2020By:
/s/    JOHN WHITTLE
John Whittle
Executive Vice President and General Counsel