UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 15, 2015
FORTINET, INC.
(Exact name of registrant as specified in its charter)
| State of Delaware | 001-34511 | 77-0560389 | ||
| (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:
| ¨ | 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)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 15, 2015, the Board of Directors (the “Board”) of Fortinet, Inc. (the “Company”) appointed Judith Sim to serve as a director of the Company, effective June 22, 2015. Ms. Sim will serve as a Class III director whose term will expire at the Company’s 2018 annual meeting of stockholders. There is no arrangement or understanding between Ms. Sim and the Company or any other person pursuant to which she was selected as a director. Ms. Sim has not yet been appointed to any standing committees of the Board. The Company will file an amendment to this Form 8-K to disclose any such appointments after they are made.
In connection with her appointment, and in accordance with the Company’s annual cash retainer which is described in the Company’s most recent proxy statement filed with the Securities and Exchange Commission (“SEC”) on April 30, 2015, Ms. Sim will receive an annual cash retainer for serving on the Board of $40,000, paid quarterly, and it is expected that the Board will approve a grant of restricted stock units (“RSUs”) to her. In accordance with a change of control agreement entered into between Ms. Sim and the Company, all of her unvested equity awards at the time of a change of control, including the RSUs, will vest immediately prior to the consummation of the change of control.
Ms. Sim has also entered into the Company’s standard form of indemnification agreement for non-executive directors, which is attached as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 filed with the SEC on August 10, 2009 (File No. 333-161190).
A copy of the Company’s press release relating to this announcement is being furnished as Exhibit 99.1 to this Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit |
Description | |
| 99.1 | Press release dated June 19, 2015 | |
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. | ||
| By: | /s/ JOHN WHITTLE | |
| John Whittle | ||
| Vice President and General Counsel | ||
Date: June 19, 2015
Exhibit 99.1
| Media Contact Andrea Cousens Fortinet, Inc. 310-270-8903 acousens@fortinet.com |
Investor Relations Contact Michelle Spolver Fortinet, Inc. 408-486-7837 mspolver@fortinet.com |
Oracle Chief Marketing Officer Judith Sim Joins
Fortinet Board of Directors
Sim Brings Extensive Marketing Expertise to Silicon Valley-based Company Leading
Fundamental Change in Protecting Organizations from Cyber Crime
SUNNYVALE, CA – June 19, 2015 – Fortinet (NASDAQ: FTNT), the global leader in high-performance cyber security solutions, today announced that Judith Sim, chief marketing officer (CMO) at Oracle Corporation, is joining Fortinet’s Board of Directors, effective June 22, 2015.
Sim, who joined Oracle in 1991 when the company had just reached $1 billion in annual revenue, brings more than 25 years of marketing experience, drawing from her roles at Oracle where she currently oversees the company’s global marketing programs. During her tenure with the company, she has held various customer and industry-focused marketing positions, helping scale the business to its current state of more than $38 billion in annual revenue.
As CMO, Sim heads corporate marketing programs including corporate communications, global customer programs, advertising, campaigns, events, and corporate branding. Of the many awards Oracle has received for its marketing achievements during Sim’s tenure, one of the most significant was being ranked No. 16 on Interbrand’s Best Global Brands Report, which reflects her team’s success in building Oracle into a powerful global brand.
“Much like Oracle, Fortinet is dedicated to providing customers with the highest quality solutions on the market,” said Sim. “They are leading a fundamental change in how organizations around the world protect themselves from the ever-growing number of sophisticated cyber threats. I look forward to working with the Fortinet team to further strengthen the company’s leadership position in the industry.”
Sim has received numerous accolades during her career, and was recently named one of the “Most Influential Women in Bay Area Business 2015” by the San Francisco Business Times. She holds a bachelor’s of science degree from the University of California, Davis.
“We are very pleased to welcome Judy to our Board of Directors,” said Ken Xie, founder, chairman and CEO of Fortinet. “Her experience helping Oracle scale and establishing itself as a leading and transformative technology brand makes her an invaluable addition to our board. I have no doubt she will be a key contributor to our growth strategy.”
About Fortinet
Fortinet (NASDAQ: FTNT) protects the most valuable assets of some of the largest enterprise, service provider and government organizations across the globe. The company’s fast, secure and global cyber security solutions provide broad, high-performance protection against dynamic security threats while simplifying the IT infrastructure. They are strengthened by the industry’s highest level of threat research, intelligence and analytics. Unlike pure-play network security providers, Fortinet can solve organizations’ most important security challenges, whether in networked, application or mobile environments – be it virtualized/cloud or physical. More than 210,000 customers worldwide, including some of the largest and most complex organizations, trust Fortinet to protect their brands. Learn more at http://www.fortinet.com, the Fortinet Blog or FortiGuard Labs.
Copyright © 2015 Fortinet, Inc. All rights reserved. The symbols ® and ™ denote respectively federally registered trademarks and unregistered trademarks of Fortinet, Inc., its subsidiaries and affiliates. Fortinet’s trademarks include, but are not limited to, the following: Fortinet, FortiGate, FortiGuard, FortiManager, FortiMail, FortiClient, FortiCare, FortiAnalyzer, FortiReporter, FortiOS, FortiASIC, FortiWiFi, FortiSwitch, FortiVoIP, FortiBIOS, FortiLog, FortiResponse, FortiCarrier, FortiScan, FortiAP, FortiDB, FortiVoice and FortiWeb. Other trademarks belong to their respective owners. Fortinet has not independently verified statements or certifications herein attributed to third parties and Fortinet does not independently endorse such statements. Notwithstanding anything to the contrary herein, nothing herein constitutes a warranty, guarantee, binding specification or other binding commitment by Fortinet, and performance and other specification information herein may be unique to certain environments. This news release contains forward-looking statements that involve uncertainties and assumptions. Changes of circumstances, product release delays, or other risks as stated in our filings with the Securities and Exchange Commission, located at www.sec.gov, may cause results to differ materially from those expressed or implied in this press release. If the uncertainties materialize or the assumptions prove incorrect, results may differ materially from those expressed or implied by such forward-looking statements and assumptions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Fortinet assumes no obligation to update any forward-looking statements, and expressly disclaims any obligation to update these forward-looking statements.
Trademarks
Oracle and Java are registered trademarks of Oracle and/or its affiliates.
FTNT-O