Fortinet (NASDAQ: FTNT) stockholders back directors, executive pay and Deloitte audit for 2026

Rhea-AI Filing Summary

Fortinet, Inc. reported the results of its Annual Meeting of Stockholders held on June 12, 2026. Holders of 645,371,440 shares of common stock, representing approximately 88.15% of shares eligible to vote, were present in person or by proxy, establishing strong quorum participation.

Stockholders elected nine directors to one-year terms ending at the 2027 Annual Meeting. Support levels varied by nominee, with votes for ranging from 483,789,941 to 571,412,763 and broker non-votes of 73,355,332 for each director candidate.

Stockholders also ratified the appointment of Deloitte & Touche LLP as Fortinet’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 604,142,871 votes for, 40,813,457 against, and 415,112 abstentions. In a non-binding advisory vote, stockholders approved the compensation of Fortinet’s named executive officers, with 506,869,004 votes for, 64,560,858 against, 586,246 abstentions, and 73,355,332 broker non-votes.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares represented: 645,371,440 shares Meeting participation: 88.15% of outstanding shares Highest director support: 571,412,763 votes for +5 more

8 metrics

Shares represented 645,371,440 shares Shares present or represented at Annual Meeting; approximately 88.15% of eligible shares

Meeting participation 88.15% of outstanding shares Percentage of total outstanding shares eligible to vote represented at Annual Meeting

Highest director support 571,412,763 votes for Votes for director nominee Jean Hu in Proposal One

Lowest director support 483,789,941 votes for Votes for director nominee Kenneth A. Goldman in Proposal One

Auditor ratification votes for 604,142,871 votes for Ratification of Deloitte & Touche LLP for fiscal year ending December 31, 2026

Auditor ratification votes against 40,813,457 votes against Ratification of Deloitte & Touche LLP for fiscal year ending December 31, 2026

Executive compensation votes for 506,869,004 votes for Advisory vote on compensation of named executive officers

Executive compensation votes against 64,560,858 votes against Advisory vote on compensation of named executive officers

Key Terms

broker non-votes, named executive officers, independent registered public accounting firm, Annual Meeting of Stockholders, +1 more

5 terms

broker non-votes financial

"Votes For | Votes Against | Abstentions | Broker Non-Votes 506,869,004 | 64,560,858 | 586,246 | 73,355,332"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

named executive officers financial

"Advisory Vote on the Compensation of Fortinet’s Named Executive Officers."

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

independent registered public accounting firm financial

"ratified the appointment of Deloitte & Touche LLP as Fortinet’s independent registered accounting firm for the fiscal year ending December 31, 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Annual Meeting of Stockholders financial

"At the Annual Meeting of Stockholders of Fortinet, Inc. held on June 12, 2026"

advisory vote financial

"advisory vote on Fortinet’s named executive officer compensation"

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

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Understanding 8-K Material Events →

0001262039false00012620392026-06-122026-06-12

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

Date of Report (Date of earliest event reported):

June 12, 2026

 FORTINET, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-34511

77-0560389

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

909 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 (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 5.07    Submission of Matters to a Vote of Security Holders.

At the Annual Meeting of Stockholders of Fortinet, Inc. (“Fortinet”) held on June 12, 2026 (the “Annual Meeting”), there were present, in person or by proxy, holders of 645,371,440 shares of common stock, or approximately 88.15% of the total outstanding shares eligible to be voted. The holders present voted on the three proposals presented at the Annual Meeting as follows:

Proposal One - Election of Directors.

Fortinet’s stockholders approved the election of nine directors to Fortinet’s Board of Directors, each to serve for a one-year term expiring at the 2027 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						529,845,773						42,170,335						0						73,355,332
Michael Xie						567,230,046						4,786,062						0						73,355,332
Kenneth A. Goldman						483,789,941						88,226,167						0						73,355,332
Ming Hsieh						501,896,064						70,120,044						0						73,355,332
Jean Hu						571,412,763						603,345						0						73,355,332
Janet Napolitano						570,789,627						1,226,481						0						73,355,332
Judith Sim						532,383,923						39,632,185						0						73,355,332
Admiral James Stavridis (Ret)						527,197,202						44,818,906						0						73,355,332
Derek Kan						569,411,608						2,604,500						0						73,355,332

Proposal Two - Ratification of Appointment of Independent Registered Public 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, 2026 by the following votes:

Votes For						Votes Against						Abstentions
604,142,871						40,813,457						415,112

Proposal Three - Advisory Vote on the Compensation of Fortinet’s Named Executive Officers.

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
506,869,004						64,560,858						586,246						73,355,332

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 16, 2026			By:			/s/    JOHN WHITTLE
						John Whittle
						Chief Operating Officer

FAQ

What did Fortinet (FTNT) stockholders vote on at the June 12, 2026 annual meeting?

Fortinet stockholders voted on three items: electing nine directors to one-year terms, ratifying Deloitte & Touche LLP as independent auditor for 2026, and an advisory vote on named executive officer compensation.

How many Fortinet (FTNT) shares were represented at the 2026 annual meeting?

Holders of 645,371,440 Fortinet common shares were represented in person or by proxy, representing approximately 88.15% of total outstanding shares eligible to vote at the annual meeting.

Were all Fortinet (FTNT) director nominees elected at the 2026 annual meeting?

All nine Fortinet director nominees were elected to one-year terms. Votes for each nominee ranged from 483,789,941 to 571,412,763, with additional broker non-votes of 73,355,332 reported for each nominee.

Did Fortinet (FTNT) stockholders ratify Deloitte & Touche as auditor for 2026?

Yes. Stockholders ratified Deloitte & Touche LLP as Fortinet’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 604,142,871 votes for and 40,813,457 votes against, plus 415,112 abstentions.

How did Fortinet (FTNT) stockholders vote on executive compensation in 2026?

In the advisory vote on named executive officer compensation, Fortinet received 506,869,004 votes for, 64,560,858 votes against, and 586,246 abstentions. There were also 73,355,332 broker non-votes recorded on this proposal.

Who signed Fortinet’s report on the 2026 annual meeting results?

The report summarizing Fortinet’s 2026 annual meeting voting results was signed on behalf of the company by John Whittle, who is identified as Fortinet’s Chief Operating Officer in the signature block.

Filing Exhibits & Attachments

3 documents

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