8-KLeadership ChangesExhibits & Filings

Fortinet, Inc. 8-K Report, Executive Changes (Oct 23, 2019)

Filed October 23, 2019For Securities:FTNT

Summary

Fortinet, Inc. announced a change to its Board of Directors, appointing Jean Hu as a new director and member of the Audit Committee. This appointment, effective October 18, 2019, increases the Board size from seven to eight members. Ms. Hu's appointment is a standard procedure for new directors, with no specific arrangements beyond her compensation and standard agreements. Investors should note that Ms. Hu will receive compensation in line with Fortinet's non-employee director policy, including annual cash retainers and a grant of restricted stock units (RSUs) with a target fair value of $250,000, pro-rated for the period until the 2020 annual meeting. These RSUs will vest on the day prior to the 2020 annual meeting. Ms. Hu has also entered into standard indemnification and change of control agreements for non-executive directors, which could impact unvested equity awards in the event of a change of control. A press release regarding this announcement was also furnished.

Key Highlights

  • 1Fortinet appointed Jean Hu as a new independent director and member of the Audit Committee.
  • 2The Board of Directors size has been increased from seven to eight members.
  • 3Ms. Hu's appointment is effective October 18, 2019, and she will serve until the 2020 annual meeting.
  • 4New director compensation includes annual cash retainers of $45,000 (Board) and $12,000 (Audit Committee).
  • 5Ms. Hu will receive a pro-rated grant of Restricted Stock Units (RSUs) with a grant date fair value of $250,000, vesting prior to the 2020 annual meeting.
  • 6Ms. Hu has entered into standard indemnification and change of control agreements for non-executive directors.

Frequently Asked Questions

Jean Hu has been appointed as a new independent director to Fortinet's Board and as a member of its Audit Committee. The filing indicates no specific arrangements or understandings between Ms. Hu and the Company beyond standard director appointments and compensation.

Ms. Hu will receive annual cash retainers of $45,000 for her service on the Board and an additional $12,000 for her service on the Audit Committee. She will also receive a grant of restricted stock units (RSUs) valued at $250,000 on the grant date, pro-rated until the 2020 annual meeting, and these RSUs will vest on the day prior to that meeting.

In the event of a change of control of Fortinet, all of Ms. Hu's unvested equity awards, including her RSUs, will vest immediately prior to the consummation of such change of control, as per the standard agreement she has entered into.

No, this 8-K filing is solely related to a change in the composition of the Board of Directors. It does not contain information regarding financial performance, operational results, or strategic shifts.