Summary
Fortinet, Inc. (FTNT) announced on May 29, 2017, a material change to its Board of Directors through an 8-K filing. The company expanded its board from eight to nine members and appointed Peter D. Cohen as a Class I director, effective July 14, 2017. This expansion aims to strengthen corporate governance and potentially bring in new expertise. Mr. Cohen's appointment is not tied to any specific arrangements with third parties. Mr. Cohen's compensation as a director aligns with the company's standard practices, including an annual cash retainer of $40,000 and a grant of 15,000 restricted stock units (RSUs) vesting over three years. He will also be subject to the company's standard indemnification and change of control agreements for non-executive directors, meaning his unvested equity awards would vest upon a change of control. Investors should monitor any committee assignments Mr. Cohen receives, as this information will be disclosed in a subsequent filing.
Key Highlights
- 1Fortinet expanded its Board of Directors from eight to nine members.
- 2Peter D. Cohen was appointed as a new Class I director.
- 3Mr. Cohen's directorship is effective July 14, 2017.
- 4He will receive an annual cash retainer of $40,000.
- 5Mr. Cohen is set to receive a grant of 15,000 RSUs vesting over three years.
- 6His equity awards are subject to immediate vesting upon a change of control.
- 7No arrangements or understandings exist between Mr. Cohen and others regarding his selection.