[8-K] Fortinet, Inc. Reports Material Event

Rhea-AI Filing Summary

Fortinet held its Annual Meeting of Stockholders on June 13, 2025, with 87.04% participation representing 665,629,784 shares. Key outcomes include:

• Board Elections: All nine directors were successfully elected for one-year terms, with Jean Hu receiving the highest approval (584.3M votes) and William Neukom receiving the most opposition (55.8M against votes)
• Accounting Firm: Stockholders ratified Deloitte & Touche LLP as the independent registered accounting firm for FY2025, with 92.7% approval (617.3M votes for)
• Executive Compensation: The advisory vote on named executive officer compensation passed with 76.4% approval (508.8M votes for)
• Failed Proposal: A stockholder proposal to separate the Chairman and CEO positions was defeated, with 58.1% voting against (339.1M votes) versus 41.9% in favor (244.2M votes)

The meeting results indicate strong shareholder support for current management and governance structures, though with notable dissent on the Chairman/CEO separation proposal.

Positive

• Strong shareholder participation with 87.04% of outstanding shares voted at Annual Meeting
• All nine director nominees successfully elected with majority support, including key executives Ken Xie and Michael Xie
• Jean Hu and Janet Napolitano received particularly strong approval rates of over 99% and 99.7% respectively

Negative

• Significant opposition to executive compensation package with 71.8M votes against (12.3% of votes cast)
• Notable dissent for Chairman Ken Xie with 37.9M votes against (6.5% of votes cast)
• Substantial opposition to independent auditor appointment with 46.4M votes against (7% of votes cast)

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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 13, 2025

 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 13, 2025 (the “Annual Meeting”), there were present, in person or by proxy, holders of 665,629,784 shares of common stock, or approximately 87.04% of the total outstanding shares eligible to be voted. The holders present voted on the four 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 2026 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						547,398,733						37,943,864						0						80,287,187
Michael Xie						578,695,623						6,646,974						0						80,287,187
Kenneth A. Goldman						575,785,977						9,556,620						0						80,287,187
Ming Hsieh						563,913,659						21,428,938						0						80,287,187
Jean Hu						584,338,096						1,004,501						0						80,287,187
Janet Napolitano						583,669,109						1,673,488						0						80,287,187
William Neukom						529,552,302						55,790,295						0						80,287,187
Judith Sim						561,206,297						24,136,300						0						80,287,187
Admiral James Stavridis (Ret)						545,178,682						40,163,915						0						80,287,187

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, 2025 by the following votes:

Votes For						Votes Against						Abstentions
617,257,742						46,421,264						1,950,778

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
508,754,346						71,888,380						4,699,871						80,287,187

Proposal Four – Stockholder Proposal

Fortinet’s stockholders did not approve the stockholder proposal to amend Fortinet’s governing documents to require that two separate individuals hold the office of Chairman of the Board of Directors and the office of the Chief Executive Officer:

Votes For						Votes Against						Abstentions						Broker Non-Votes
244,215,122						339,132,773						1,994,702						80,287,187

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 18, 2025			By:			/s/    JOHN WHITTLE
						John Whittle
						Chief Operating Officer

FAQ

What were the voting results for FTNT's director elections in June 2025?

All nine directors were elected to Fortinet's Board. Jean Hu received the highest approval with 584,338,096 votes in favor, while William Neukom received the lowest with 529,552,302 votes in favor. Each director will serve a one-year term expiring at the 2026 Annual Meeting of Stockholders.

Did FTNT shareholders approve separating the Chairman and CEO roles in 2025?

No, FTNT shareholders rejected the proposal to separate the Chairman and CEO roles. The stockholder proposal received 244,215,122 votes in favor and 339,132,773 votes against, with 1,994,702 abstentions and 80,287,187 broker non-votes.

What was the result of FTNT's say-on-pay vote in 2025?

The advisory vote on executive compensation passed with 508,754,346 votes in favor (87.04% of votes cast), while 71,888,380 voted against and 4,699,871 abstained. There were 80,287,187 broker non-votes.

Who was appointed as FTNT's independent auditor for fiscal year 2025?

Shareholders ratified the appointment of Deloitte & Touche LLP as Fortinet's independent registered accounting firm for fiscal year 2025, with 617,257,742 votes in favor, 46,421,264 against, and 1,950,778 abstentions.

What was the shareholder participation rate at FTNT's 2025 annual meeting?

The Annual Meeting had strong shareholder participation with holders of 665,629,784 shares present in person or by proxy, representing approximately 87.04% of total outstanding shares eligible to be voted.