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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 13, 2025
FORTINET, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-34511 | | 77-0560389 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
909 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):
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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:
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| (Title of each class) | | (Trading Symbol) | | (Name of exchange on which registered) |
| Common Stock, $0.001 Par Value | | FTNT | | The 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 13, 2025 (the “Annual Meeting”), there were present, in person or by proxy, holders of 665,629,784 shares of common stock, or approximately 87.04% of the total outstanding shares eligible to be voted. The holders present voted on the four proposals presented at the Annual Meeting as follows:
Proposal One - Election of Directors
Fortinet’s stockholders approved the election of nine directors to Fortinet’s Board of Directors, each to serve for a one-year term expiring at the 2026 Annual Meeting of Stockholders and until such director’s successor is elected and qualified, by the following votes: | | | | | | | | | | | | | | | | | | | | | | | | | | |
Nominee | | Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
Ken Xie | | 547,398,733 | | 37,943,864 | | 0 | | 80,287,187 |
Michael Xie | | 578,695,623 | | 6,646,974 | | 0 | | 80,287,187 |
Kenneth A. Goldman | | 575,785,977 | | 9,556,620 | | 0 | | 80,287,187 |
Ming Hsieh | | 563,913,659 | | 21,428,938 | | 0 | | 80,287,187 |
Jean Hu | | 584,338,096 | | 1,004,501 | | 0 | | 80,287,187 |
| Janet Napolitano | | 583,669,109 | | 1,673,488 | | 0 | | 80,287,187 |
William Neukom | | 529,552,302 | | 55,790,295 | | 0 | | 80,287,187 |
Judith Sim | | 561,206,297 | | 24,136,300 | | 0 | | 80,287,187 |
Admiral James Stavridis (Ret) | | 545,178,682 | | 40,163,915 | | 0 | | 80,287,187 |
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, 2025 by the following votes: | | | | | | | | | | | | | | |
Votes For | | Votes Against | | Abstentions |
| 617,257,742 | | 46,421,264 | | 1,950,778 |
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 For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 508,754,346 | | 71,888,380 | | 4,699,871 | | 80,287,187 |
Proposal Four – Stockholder Proposal
Fortinet’s stockholders did not approve the stockholder proposal to amend Fortinet’s governing documents to require that two separate individuals hold the office of Chairman of the Board of Directors and the office of the Chief Executive Officer: | | | | | | | | | | | | | | | | | | | | |
Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 244,215,122 | | 339,132,773 | | 1,994,702 | | 80,287,187 |
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.
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| | FORTINET, INC. |
| | |
Date: June 18, 2025 | By: | /s/ JOHN WHITTLE |
| | John Whittle |
| | Chief Operating Officer |