Current Report — Form 8-K — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
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(Address of principal executive offices, including zip code)
(i408)
i235-7700
(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):
i☐
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐
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)
iCommon Stock, $0.001 Par
Value
iFTNT
iThe 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 i☐
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 5.07Submission of Matters to a Vote of Security Holders.
At the Annual Meeting of Stockholders of Fortinet, Inc. (“Fortinet”) held on June 19, 2020 (the “Annual Meeting”), there were present, in person or by proxy, holders of 135,857,064 shares of common stock, or approximately 84.3% of the total outstanding shares eligible
to be voted. The holders present voted on the five proposals presented at the Annual Meeting as follows:
Proposal One - Election of Directors
Fortinet’s stockholders approved the election of eight directors to Fortinet’s Board of Directors, each to serve for a one-year term expiring at the 2021 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
122,579,080
3,889,112
0
9,388,872
Michael Xie
125,966,363
501,829
0
9,388,872
Kelly
Ducourty
126,358,529
109,663
0
9,388,872
Ming Hsieh
120,493,467
5,974,725
0
9,388,872
Jean Hu
126,364,298
103,894
0
9,388,872
William
Neukom
119,950,364
6,517,828
0
9,388,872
Christopher B. Paisley
84,330,417
42,137,775
0
9,388,872
Judith Sim
122,103,664
4,364,528
0
9,388,872
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, 2020 by the following votes:
Votes For
Votes Against
Abstentions
133,567,168
2,233,166
56,730
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
118,990,719
7,354,807
122,666
9,388,872
Proposal Four - Stockholder Proposal Requesting to Allow Stockholders to Act by Written Consent
Fortinet’s stockholders did not approve the stockholder proposal requesting to allow stockholders to act by written consent by the following votes:
Votes
For
Votes Against
Abstentions
Broker Non-Votes
52,160,047
74,148,873
159,272
9,388,872
Proposal Five - Stockholder Proposal Requesting for Annual Report Assessing Fortinet’s Diversity and Inclusion
Efforts
Fortinet’s stockholders approved the stockholder proposal requesting for Fortinet to publish an annual report assessing Fortinet’s diversity and inclusion efforts by the following votes:
Votes For
Votes Against
Abstentions
Broker
Non-Votes
87,273,133
37,432,408
1,762,651
9,388,872
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.
