SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 22, 2020
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction|
899 Kifer Road
Sunnyvale, CA 94086
(Address of principal executive offices, including zip code)
(Registrant's telephone number, including area code)
(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))|
Securities registered pursuant to Section 12(b) of the Act:
|(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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 22, 2020, the Board of Directors (the “Board”) of Fortinet, Inc. (the “Company”) increased the size of the Board from eight to nine directors and filled the newly created vacancy on the Board by appointing Kenneth A. Goldman to join the Board as a director, in each case, effective October 16, 2020. Mr. Goldman will serve until the Company’s 2021 annual meeting of stockholders (the “2021 Annual Meeting”) and until Mr. Goldman’s successor shall have been duly elected and qualified, or until Mr. Goldman’s earlier death, resignation, disqualification or removal. There is no arrangement or understanding between Mr. Goldman and the Company or any other person pursuant to which he was selected as a director. Mr. Goldman 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 to the Board, and in accordance with the Company’s non-employee director compensation policy, Mr. Goldman will receive an annual cash retainer of $55,000 for serving on the Board, as well as annual cash retainers for service on any committees of the Board to which Mr. Goldman is appointed. In addition and subject to approval of the Board, in accordance with the Company’s non-employee director compensation policy, as most recently amended in July 2020, Mr. Goldman will be granted restricted stock units (“RSUs”) with a grant date fair value of $250,000, pro-rated based on the projected days from Mr. Goldman’s start date through the date of the 2021 Annual Meeting. Mr. Goldman’s RSUs will vest on the day prior to the 2021 Annual Meeting.
Mr. Goldman 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). Mr. Goldman 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). Both agreements will be effective upon Mr. Goldman’s effective start date as a member of the Board. In accordance with such change of control agreement, all of Mr. Goldman’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
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.
|Date: August 26, 2020||By:|
/s/ JOHN WHITTLE
|Executive Vice President and General Counsel|
|Media Contact:||Investor Contact:||Analyst Contact:|
|Tiffany Curci||Peter Salkowski||Ron Davis|
|Fortinet, Inc.||Fortinet, Inc.||Fortinet, Inc.|
Technology and Financial Industry Veteran Ken Goldman Joins Fortinet Board of Directors
SUNNYVALE, Calif., August 24, 2020
Ken Xie, Founder, Chairman of the Board, and CEO at Fortinet
“We are delighted to welcome back Ken – former CFO of Fortinet for over five years – in his new role on the Fortinet Board of Directors. As we continue to lead and expand into new markets to fuel growth, Fortinet will benefit once again from his vast and extensive board and industry experience. I look forward to working alongside Ken Goldman as part of our Board of Directors.”
Fortinet® (NASDAQ: FTNT), a global leader in broad, integrated and automated cybersecurity solutions, today announced the addition of Ken Goldman to the company’s Board of Directors, adding further depth and expertise to the Board.
Goldman brings extensive experience from previous roles such as board director, audit committee chairman and financial advisory roles at more than 40 corporate boards. Goldman served on the board of directors at Sustainability Accounting Standards Board (SASB) Foundation, the Financial Accounting Standards Board’s (FASB’s) primary Advisory Council (FASAC) as well as a three-year term to the Public Company Accounting Oversight Board’s (PCAOB) Standing Advisory Group (SAG), an organization that provides advice on the need to formulate new accounting standards or change existing standards.
During a professional career spanning over 40 years, Goldman has served as CFO of multiple public and private companies. Ken is currently President of Hillspire LLC, a wealth management service provider. In addition to previously serving as Fortinet’s CFO, he was also formerly CFO for Yahoo!, Deterra, Siebel Systems, and Sybase.
Goldman’s experience also extends into higher education. Goldman was a member of the Board of Trustees of Cornell University from 2005 to 2013 and was subsequently designated as Emeritus Trustee and is currently on the Harvard Business School California Research Center Advisory Board.
“Fortinet continues to lead the industry as a cybersecurity innovator. I look forward to again being a part of the company’s continued growth and working with the leadership team and my fellow Board members to continue the company’s exciting trajectory.”
-- Ken Goldman
•Learn more about the Company’s Board of Directors.
•For the company’s Investor Relations page, visit here.
•Find out how the Fortinet Security Fabric platform delivers broad, integrated, and automated protection across an organization’s entire digital infrastructure.
•Learn more about FortiGuard Labs threat intelligence and research and the FortiGuard Security Subscriptions and Services portfolio.
•Learn more about Fortinet’s Network Security Expert (NSE) Training Institute, including its free cybersecurity training initiative, the NSE Certification Program, Security Academy Program and Veterans Program.
•Read more about how Fortinet customers are securing their organizations.
•Engage in the Fortinet User Community (Fuse). Share ideas and feedback, learn more about our products and technology, and connect with peers.
•Follow Fortinet on Twitter, LinkedIn, Facebook, YouTube, and Instagram.
Fortinet (NASDAQ: FTNT) secures the largest enterprise, service provider, and government organizations around the world. Fortinet empowers our customers with complete visibility and control across the expanding attack surface and the power to take on ever-increasing performance requirements today and into the future. Only the Fortinet Security Fabric platform can address the most critical security challenges and protect data across the entire digital infrastructure, whether in networked, application, multi-cloud or edge environments. Fortinet ranks #1 in the most security appliances shipped worldwide and more than 465,000 customers trust Fortinet to protect their businesses. Both a technology company and a learning organization, the Fortinet Network Security Expert (NSE) Training Institute has one of the largest and broadest cybersecurity training programs in the industry. Learn more at http://www.fortinet.com, the Fortinet Blog, or FortiGuard Labs.
Copyright © 2020 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, the Fortinet logo, FortiGate, FortiOS, FortiGuard, FortiCare, FortiAnalyzer, FortiManager, FortiASIC, FortiClient, FortiCloud, FortiCore, FortiMail, FortiSandbox, FortiADC, FortiAI, FortiAP, FortiAppEngine, FortiAppMonitor, FortiAuthenticator, FortiBalancer, FortiBIOS, FortiBridge, FortiCache, FortiCam, FortiCamera, FortiCarrier, FortiCASB, FortiCenter, FortiCentral,FortiConnect, FortiController, FortiConverter, FortiCWP, FortiDB, FortiDDoS, FortiDeceptor, FortiDirector, FortiDNS, FortiEDR, FortiExplorer, FortiExtender, FortiFone, FortiHypervisor, FortiInsight, FortiIsolator, FortiLocator, FortiLog, FortiMeter, FortiMoM, FortiMonitor, FortiNAC, FortiPartner, FortiPortal, FortiPresence , FortiProtect, FortiProxy, FortiRecorder, FortiReporter, FortiScan, FortiSDNConnector, FortiSIEM, FortiSDWAN, FortiSMS, FortiSOAR, FortiSwitch, FortiTester, FortiToken, FortiTrust, FortiVoice, FortiVoIP, 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 technology releases among others. 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.