UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
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(Exact name of registrant as specified in its charter)
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(408 ) 235-7700
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(Former name or former address, if changed since last report.)
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Securities registered pursuant to Section 12(b) of the Exchange Act:
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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 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting of Stockholders of Fortinet, Inc. (“Fortinet”) held on June 17, 2022 (the “Annual Meeting”), there were present, in person or by proxy, holders of 136,036,209 shares of common stock, or approximately 84.9% of the total outstanding shares eligible to be voted. The holders present voted on the five proposals presented at the Annual Meeting as follows:
Proposal One - Election of Directors
Fortinet’s stockholders approved the election of eight directors to Fortinet’s Board of Directors, each to serve for a one-year term expiring at the 2023 Annual Meeting of Stockholders and until such director’s successor is elected and qualified, by the following votes:
| Nominee | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||||||||||||
| Ken Xie | 122,653,051 | 5,148,450 | 0 | 8,234,708 | ||||||||||||||||||||||
| Michael Xie | 126,899,525 | 901,976 | 0 | 8,234,708 | ||||||||||||||||||||||
| Kenneth A. Goldman | 121,921,403 | 5,880,098 | 0 | 8,234,708 | ||||||||||||||||||||||
| Ming Hsieh | 118,417,146 | 9,384,355 | 0 | 8,234,708 | ||||||||||||||||||||||
| Jean Hu | 126,959,364 | 842,137 | 0 | 8,234,708 | ||||||||||||||||||||||
| William Neukom | 121,228,528 | 6,572,973 | 0 | 8,234,708 | ||||||||||||||||||||||
| Judith Sim | 122,904,416 | 4,897,085 | 0 | 8,234,708 | ||||||||||||||||||||||
| Admiral James Stavridis (Ret) | 124,930,393 | 2,871,108 | 0 | 8,234,708 | ||||||||||||||||||||||
Proposal Two - Ratification of Appointment of Independent Registered Accounting Firm
Fortinet’s stockholders ratified the appointment of Deloitte & Touche LLP as Fortinet’s independent registered accounting firm for the fiscal year ending December 31, 2022 by the following votes:
| Votes For | Votes Against | Abstentions | ||||||||||||
| 132,773,819 | 3,212,553 | 49,837 | ||||||||||||
Proposal Three - Advisory Vote on Named Executive Officer Compensation
Fortinet’s stockholders cast their votes with respect to the advisory vote on Fortinet’s named executive officer compensation as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 117,003,500 | 10,615,586 | 182,415 | 8,234,708 | |||||||||||||||||
Proposal Four - Adoption of the Restated Certificate
Fortinet’s stockholders approved the adoption of an amended and restated certificate of incorporation for Fortinet to adopt the five-for-one forward stock split and to make certain other changes by the following votes:
| Votes For | Votes Against | Abstentions | ||||||||||||
| 135,621,012 | 124,260 | 290,937 | ||||||||||||
Proposal Five - Stockholder Proposal
Fortinet’s stockholders approved the stockholder proposal for the removal of supermajority voting standards in Fortinet’s amended and restated certificate of incorporation and amended and restated bylaws by the following votes:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 91,576,008 | 34,670,978 | 1,554,015 | 8,235,208 | |||||||||||||||||
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: June 21, 2022 | By: | /s/ JOHN WHITTLE | ||||||
| John Whittle | ||||||||
| Executive Vice President and General Counsel | ||||||||