Fortinet, Inc.
FORTINET INC (Form: 8-K/A, Received: 05/31/2017 16:18:21)

Washington, D.C. 20549
(Amendment No.1)
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
May 24, 2017  
(Exact name of registrant as specified in its charter)
State of Delaware
(State or other jurisdiction
of incorporation)
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:

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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  o  

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.   o

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 30, 2017, Fortinet, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Form 8-K”) disclosing that, on May 24, 2017, the Board of Directors (the “Board”) of the Company increased the size of the Board from eight to nine directors and filled the newly created vacancy on the Board by appointing Peter D. Cohen to join the Board as a Class I director whose term will expire at the Company’s 2019 annual meeting of stockholders, with such increase and appointment being effective as of July 14, 2017.
This Amendment No. 1 to the Form 8-K is being filed to clarify that, with respect to the grant of restricted stock units (“RSUs”) to Mr. Cohen, the number of RSUs and the vesting applicable to such RSUs will be as determined by the Board in its discretion.

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.

/s/    J OHN  W HITTLE
John Whittle
Vice President and General Counsel
Date: May 31, 2017