8-KLeadership ChangesExhibits & Filings

Fortinet, Inc. 8-K Report, Executive Changes (Aug 26, 2020)

Filed August 26, 2020For Securities:FTNT

Summary

Fortinet, Inc. (FTNT) announced an expansion of its Board of Directors, appointing Kenneth A. Goldman as a new director effective October 16, 2020. This move increases the board size from eight to nine members and is intended to bring additional expertise to the company's governance. Mr. Goldman's appointment is a standard procedural event, and the company will disclose committee assignments subsequently. Investors should note that Mr. Goldman will receive compensation in line with the company's non-employee director policy, including an annual cash retainer and restricted stock units (RSUs) valued at $250,000, pro-rated for his tenure until the 2021 annual meeting. His RSUs will vest the day prior to the 2021 annual meeting. The standard indemnification and change of control agreements for non-executive directors have also been executed, offering a layer of security regarding potential future corporate events.

Key Highlights

  • 1Fortinet expanded its Board of Directors from eight to nine members.
  • 2Kenneth A. Goldman was appointed as a new director, effective October 16, 2020.
  • 3Mr. Goldman will serve until the 2021 annual meeting of stockholders.
  • 4He will receive an annual cash retainer of $55,000 for board service.
  • 5Mr. Goldman will be granted RSUs with a grant date fair value of $250,000, pro-rated and vesting before the 2021 annual meeting.
  • 6Standard indemnification and change of control agreements for non-executive directors are in place for Mr. Goldman.
  • 7The company will file an amendment to disclose Mr. Goldman's committee appointments.

Frequently Asked Questions

The appointment of Kenneth A. Goldman as a new director expands Fortinet's Board to nine members, indicating a potential strengthening of corporate governance and strategic oversight. The company will leverage his expertise as it continues to grow and navigate the cybersecurity landscape. Further details on his specific contributions will likely emerge as he is assigned to board committees.

Mr. Goldman will receive compensation consistent with Fortinet's policy for non-employee directors. This includes an annual cash retainer of $55,000, plus additional retainers if appointed to board committees. He will also be granted restricted stock units (RSUs) with a grant date fair value of $250,000, which will vest before the 2021 annual meeting of stockholders.

Mr. Goldman has entered into Fortinet's standard indemnification agreement for non-executive directors, which provides protection against liabilities arising from his service. Additionally, a change of control agreement ensures that any unvested equity awards, including his RSUs, will vest immediately prior to the consummation of a change of control event for the company.

The filing states that Mr. Goldman has not yet been appointed to any standing committees of the Board. Fortinet plans to file an amendment to this Form 8-K to disclose these appointments once they are made. Investors can expect this information to be provided in a future filing.