SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 4, 2021
(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 (see General Instruction A.2. below):
|☐||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 Exchange 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 October 4, 2021, 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 Admiral James Stavridis to join the Board as a director, in each case, effective October 22, 2021. Admiral Stavridis’ initial term will last until the Company’s 2022 annual meeting of stockholders (the “2022 Annual Meeting”) and until Admiral Stavridis’ successor shall have been duly elected and qualified, or until Admiral Stavridis’ earlier death, resignation, disqualification or removal. There is no arrangement or understanding between Admiral Stavridis and the Company or any other person pursuant to which he was selected as a director. Admiral Stavridis 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, Admiral Stavridis 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 Admiral Stavridis 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 2021, Admiral Stavridis will be granted restricted stock units (“RSUs”) with a grant date fair value of $245,000, pro-rated based on the projected days from Admiral Stavridis’ start date through the date of the 2022 Annual Meeting. Admiral Stavridis’ RSUs will vest on the day prior to the 2022 Annual Meeting.
Admiral Stavridis 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). Admiral Stavridis 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 Admiral Stavridis’ effective start date as a member of the Board. In accordance with such change of control agreement, all of Admiral Stavridis’ 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: October 6, 2021||By:|
/s/ JOHN WHITTLE
|Executive Vice President and General Counsel|
Public Sector Veteran James Stavridis, USN, (Ret), PhD Joins Fortinet Board of Directors
SUNNYVALE, Calif., Oct. 05, 2021
Ken Xie, Founder, Chairman of the Board, and CEO at Fortinet
“We are pleased to welcome Admiral Stavridis to our Board of Directors. Admiral Stavridis brings tremendous public sector experience and cybersecurity innovation insights to add even further depth to our leadership team. Admiral Stavridis will be a key contributor as we continue to solidify our leadership position and drive future growth.”
Fortinet® (NASDAQ: FTNT), a global leader in broad, integrated and automated cybersecurity solutions, today announced the addition of Admiral James Stavridis, USN, (Ret), PhD to the company’s Board of Directors, adding further global cybersecurity collaboration insights and depth of expertise to the Board.
Jim Stavridis attended the US Naval Academy at Annapolis and earned a PhD in international relations from The Fletcher School at Tufts, and spent 37 years in the Navy, rising to the rank of 4-star Admiral. Among his many commands were four years as the 16th Supreme Allied Commander at NATO, leading the NATO Alliance in global operations and responsibilities included cybersecurity. He was the longest serving Combatant Commander in recent US history. In the course of his career in the Navy, he served as senior military assistant to the Secretary of the Navy and the Secretary of Defense. He led the Navy’s premier operational think tank for innovation, Deep Blue.
Following his military career, Admiral Stavridis (Ret) served for five years as the 12th Dean of The Fletcher School of Law and Diplomacy at Tufts University. While Dean at Tufts, he created a blended Master’s degree in cyber and international relations for the university. He is a nationally recognized cybersecurity expert and routinely teaches on cyber challenges and offers insights via speaking appearances. He is currently Managing Director and Vice Chairman, Global Affairs of The Carlyle Group and is Chair of the Board of Trustees of the Rockefeller Foundation.
“Fortinet continues to have an exciting record of growth and innovation. From its inception, Fortinet leadership has demonstrated its commitment to innovation – aligning with my own experience and continued interest in cybersecurity innovation. I look forward to working alongside the leadership team as a member of the Board of Directors and being a part of the company’s continued innovation and exciting growth trajectory.”
-- Admiral James Stavridis, USN, (Ret), PhD
•Learn more about the Company’s Board of Directors.
•For the company’s Investor Relations page, visit here.
•Watch how Fortinet makes possible a digital world you can always trust, and view how the Fortinet Security Fabric platform delivers broad, integrated, and automated protection across an organization’s entire digital infrastructure.
•Read more about how Fortinet customers are securing their organizations.
•Learn more about Fortinet’s free cybersecurity training, an initiative of Fortinet’s Training Advancement Agenda (TAA), or about the Fortinet Network Security Expert program, Security Academy program, and Veterans Program.
•Learn more about FortiGuard Labs threat intelligence and research or Outbreak Alerts, which provide timely steps to mitigate breaking cybersecurity attacks. Read more about Fortinet’s FortiGuard security services portfolio.
•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, and Instagram. Subscribe to Fortinet on YouTube.
Fortinet (NASDAQ: FTNT) makes possible a digital world that we can always trust through its mission to protect people, devices, and data everywhere. This is why the world’s largest enterprises, service providers, and government organizations choose Fortinet to securely accelerate their digital journey. The Fortinet Security Fabric platform delivers broad, integrated, and automated protections across the entire digital attack surface, securing critical devices, data, applications, and connections from the data center to the cloud to the home office. Ranking #1 in the most security appliances shipped worldwide, more than 530,000 customers trust Fortinet to protect their businesses. And the Fortinet NSE Training Institute, an initiative of Fortinet’s Training Advancement Agenda (TAA), provides one of the largest and broadest training programs in the industry to make cyber training and new career opportunities available to everyone. Learn more at http://www.fortinet.com, the Fortinet Blog, or FortiGuard Labs.
Copyright © 2021 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, FortiCall, FortiCam, FortiCamera, FortiCarrier, FortiCASB, FortiCenter, FortiCentral, FortiConnect, FortiController, FortiConverter, FortiCWP, FortiDB, FortiDDoS, FortiDeceptor, FortiDirector, FortiDNS, FortiEDR, FortiExplorer, FortiExtender, FortiFirewall, FortiFone, FortiGSLB, FortiHypervisor, FortiInsight, FortiIsolator, FortiLocator, FortiLog, FortiMeter, FortiMoM, FortiMonitor, FortiNAC, FortiPartner, FortiPenTest, FortiPhish, FortiPortal, FortiPresence , FortiProtect, FortiProxy, FortiRecorder, FortiReporter, FortiSASE, 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.
|Media Contact:||Investor Contact:||Analyst Contact:|
|Tiffany Curci||Peter Salkowski||Ron Davis|
|Fortinet, Inc.||Fortinet, Inc.||Fortinet, Inc.|