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)
September 22, 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:
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))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 22, 2015, the Board of Directors (the “Board”) of Fortinet, Inc. (the “Company”) appointed Gary Locke to serve as a director of the Company, effective September 22, 2015. Mr. Locke 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 Mr. Locke and the Company or any other person pursuant to which he was selected as a director. Mr. Locke 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 his appointment, and in accordance with the Company’s annual cash retainer policy which is described in the Company’s most recent proxy statement filed with the Securities and Exchange Commission (“SEC”) on April 30, 2015, Mr. Locke 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 him. In accordance with a change of control agreement entered into between Mr. Locke and the Company, all of his 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.
Mr. Locke 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 No. | Description | |
99.1 | Press release dated September 28, 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: September 28, 2015 | ||
Exhibit 99.1
Former Governor, U.S. Commerce Secretary, and U.S. Ambassador, Gary Locke, joins Fortinet Board of Directors
New Appointment Brings a Unique Breadth of Experience as the Fast-Growth Company Continues to Focus on Security Innovation and Protection for Enterprises and Government Organizations Worldwide
Sunnyvale, Calif., Sept. 28, 2015 - Fortinet® (NASDAQ: FTNT) - the global leader in high-performance cybersecurity solutions - today announced that Gary Locke joined Fortinet’s Board of Directors effective September 22, 2015.
Locke is a former Governor of the State of Washington, serving two consecutive terms, from 1997 to 2005. In addition, from 2009 to 2011, Mr. Locke ran the U.S. Department of Commerce as the Commerce Secretary, and he served as the United States Ambassador to China from 2011 until 2014. With more than 20 years of public service leadership, he brings a wealth of experience and knowledge on a broad range of corporate and global issues, related to cybersecurity challenges of different government organizations.
“We are pleased to have Gary join the Fortinet Board of Directors,” said Ken Xie, founder, chairman and CEO of Fortinet. “Gary is a strong business and cybersecurity advocate and, during his long career as a public servant, demonstrated an unwavering dedication to promoting innovation. Gary’s broad experience and knowledge will greatly benefit Fortinet as the company continues to execute its growth strategy and expand its presence in new and existing markets.”
“I am delighted to join the Board of Fortinet,” said Locke. “Fortinet has a long-standing track record of execution and of leading important cybersecurity innovations. With its exceptional engineering team, ground-breaking products and technology, strong customer focus, and global reach, the company is well positioned to grow its footprint and market position as one of the most important network security companies worldwide.”
Born and raised in Seattle, Washington, Locke is a graduate of Yale University with a Bachelor of Arts in Political Science and a law degree from Boston University. In addition to his public service, Locke has extensive experience in international law and government relations. Locke’s appointment follows the recent addition of Oracle Chief Marketing Officer, Judith Sim to the Fortinet Board of Directors.
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, such as statements regarding product releases. 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.