8-KShareholder Matters

Fortinet, Inc. 8-K Report, Shareholder Vote Results (Jun 27, 2017)

Filed June 27, 2017For Securities:FTNT

Summary

Fortinet, Inc. filed an 8-K report detailing the results of its Annual Meeting of Stockholders held on June 23, 2017. The meeting saw strong participation, with approximately 89% of outstanding shares represented. Key outcomes included the overwhelming approval of director elections, the ratification of Deloitte & Touche LLP as the independent registered accounting firm for fiscal year 2017, and strong advisory support for executive compensation. The company also conducted an advisory vote on the frequency of future executive compensation votes. Fortinet's Board of Directors has determined, based on the stockholder vote and consistent with its recommendation, that the company will hold an advisory vote on named executive officer compensation every year. This policy is expected to remain in place until the 2023 Annual Meeting of Stockholders, indicating a commitment to ongoing shareholder engagement on compensation matters.

Key Highlights

  • 1Nearly 89% of Fortinet's outstanding shares were present or represented by proxy at the Annual Meeting.
  • 2Both proposed directors, Michael Xie and William H. Neukom, were overwhelmingly elected.
  • 3Deloitte & Touche LLP was ratified as the independent registered accounting firm for fiscal year 2017 with substantial support.
  • 4Stockholders provided strong advisory approval for the compensation of named executive officers.
  • 5Fortinet will hold annual advisory votes on named executive officer compensation, as determined by stockholder preference.
  • 6The frequency of advisory votes on executive compensation will be set to annually until at least the 2023 Annual Meeting.

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