UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 18, 2019, the Board of Directors (the “Board”) of Fortinet, Inc. (the “Company”) increased the size of the Board from seven to eight directors and filled the newly created vacancy on the Board by appointing Jean Hu to join the Board as a director and a member of the Audit Committee of the Board (the “Audit Committee”), in each case, effective October 18, 2019. Ms. Hu will serve until the Company’s 2020 annual meeting of stockholders and until Ms. Hu’s successor shall have been duly elected and qualified, or until Ms. Hu’s earlier death, resignation, disqualification or removal. There is no arrangement or understanding between Ms. Hu and the Company or any other person pursuant to which she was selected as a director.
In connection with her appointment to the Board, and in accordance with the Company’s non-employee director compensation policy, Ms. Hu will receive annual cash retainers of $45,000 for serving on the Board and $12,000 for serving on the Audit Committee. In addition, in accordance with the Company’s non-employee director compensation policy, as most recently amended in July 2019, the Board approved, effective as of November 14, 2019, a grant of restricted stock units (“RSUs”) to Ms. Hu settleable for 2,132 shares of the Company’s Common Stock. RSUs granted under the policy for new directors have a grant date fair value of $250,000, pro-rated based on projected days from the director’s start date through the date of the Company’s next annual meeting of stockholders. Ms. Hu’s RSUs will vest on the day prior to the Company’s 2020 annual meeting of stockholders.
Ms. Hu has 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). Ms. Hu has also entered into the Company’s standard form of change of control agreement for non-executive directors, which is attached as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 4, 2015 (File No. 001-34511). In accordance with such change of control agreement, all of Ms. Hu’s unvested equity awards at the time of a change of control, including the RSUs, shall vest immediately prior to the consummation of such change of control.
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 | |
Press release dated October 22, 2019 | ||
104 | Cover Page Interactive Data File - the cover page for this Current Report on Form 8-K is formatted in iXBRL | |
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: October 22, 2019 | By: | /s/ JOHN WHITTLE |
John Whittle | ||
Executive Vice President and General Counsel | ||
Marvell CFO Jean Hu Joins Fortinet Board of Directors
SUNNYVALE, Calif. – October 22, 2019
Ken Xie, CEO, founder and Chairman of the Board at Fortinet
“We are pleased to have Jean join the Fortinet Board of Directors. With the addition of Jean, and her deep experience and focus on financial success, Fortinet will greatly benefit as the company continues to execute on its goals. I am confident that her addition to the Board will be a key contributor to successfully executing on our continued growth strategy.”
News Summary
Fortinet® (NASDAQ: FTNT), a global leader in broad, integrated and automated cybersecurity solutions, today announced the addition of Jean Hu to the company’s Board of Directors, adding further depth and expertise to the Board.
Hu, a 20-year finance career veteran and currently CFO at Marvell Semiconductor, will bring her financial planning and strategy execution expertise to bear for Fortinet. At Marvell Semiconductor, in addition to being the senior financial executive to lead financial planning and strategy, she is also responsible for accounting and reporting, treasury and tax, as well as investor relations. Prior to Marvell Semiconductor, she was CFO and Senior Vice President of QLogic Corp and served as acting CEO during two transformational periods in the company’s history. She was also CFO of Conexant Systems Inc. Further, Hu’s prior financial and executive experience includes focusing on strategy, corporate development, merger and acquisition execution.
Jean Hu, CFO at Marvell Semiconductor
“I look forward to working with the team at Fortinet to continue the company’s better-than-market growth. 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 continue to further grow its footprint and market position.”
Additional Resources
• | Learn more about the Company’s Board of Directors. |
• | For the company’s Investor Relations page, visit here. |
• | Find out how Fortinet’s Security Fabric delivers broad, integrated, and automated protection across an organization’s entire digital attack surface from IoT to the edge, network core and to multi-clouds. |
• | Learn more about Fortinet’s Secure SD-WAN and Secure SD-Branch solutions. |
• | Learn more about FortiGuard Labs and the FortiGuard Security Services portfolio. |
• | Sign up for the weekly FortiGuard Threat Intelligence Briefs. |
• | Read more about our Network Security Expert program and Network Security Academy program. |
• | Find out more information about our FortiVets program. |
• | Follow Fortinet on Twitter, LinkedIn, Facebook, YouTube, and Instagram. |
FTNT-F
About Fortinet
Fortinet (NASDAQ: FTNT) secures the largest enterprise, service provider, and government organizations around the world. Fortinet empowers its customers with intelligent, seamless protection across the expanding attack surface and the power to take on ever-increasing performance requirements of the borderless network - today and into the future. Only the Fortinet Security Fabric architecture can deliver security without compromise to address the most critical security challenges, whether in networked,
application, cloud or mobile environments. Fortinet ranks #1 in the most security appliances shipped worldwide and more than 415,000 customers trust Fortinet to protect their businesses. Learn more at http://www.fortinet.com, the Fortinet Blog, or FortiGuard Labs.
Copyright © 2019 Fortinet, Inc. All rights reserved. The symbols ® and ™ denote respectively federally registered trademarks and common law trademarks of Fortinet, Inc., its subsidiaries and affiliates. Fortinet's trademarks include, but are not limited to, the following: Fortinet, FortiGate, FortiGuard, FortiCare, FortiManager, FortiAnalyzer, FortiOS, FortiADC, FortiAP, FortiAppMonitor, FortiASIC, FortiAuthenticator, FortiBridge, FortiCache, FortiCamera, FortiCASB, FortiClient, FortiCloud, FortiConnect, FortiController, FortiConverter, FortiDB, FortiDDoS, FortiExplorer, FortiExtender, FortiFone, FortiCarrier, FortiHypervisor, FortiInsight, FortiIsolator, FortiMail, FortiMonitor, FortiNAC, FortiPlanner, FortiPortal, FortiPresence , FortiProxy, FortiRecorder, FortiSandbox, FortiSIEM, FortiSwitch, FortiTester, FortiToken, FortiVoice, FortiWAN, FortiWeb, FortiWiFi, FortiWLC, FortiWLCOS and FortiWLM.
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, contract, binding specification or other binding commitment by Fortinet or any indication of intent related to a binding commitment, and performance and other specification information herein may be unique to certain environments. This news release may contain forward-looking statements that involve uncertainties and assumptions, such as statements regarding integration plans, sales expectations, and technology releases among others. Changes of circumstances, changes in product plans and product integration plans for any reason, the failure of the market to adopt certain technology for any reason, 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.