Company Quick10K Filing
Fortinet
Price78.86 EPS1
Shares175 P/E65
MCap13,793 P/FCF22
Net Debt-1,176 EBIT252
TEV12,617 TEV/EBIT50
TTM 2019-09-30, in MM, except price, ratios
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8-K 2018-02-02

FTNT 8K Current Report

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Item 9.01 Financial Statements and Exhibits
EX-99.1 ftntq1-2020ex991ftntbo.htm

Fortinet Report 2020-02-26

Document
false0001262039 0001262039 2020-02-26 2020-02-26


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 26, 2020

 FORTINET, INC.
(Exact name of registrant as specified in its charter)
Delaware
 
001-34511
 
77-0560389
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
899 Kifer Road
Sunnyvale, CA 94086
(Address of principal executive offices, including zip code)
(408) 235-7700
(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):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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)
Common Stock, $0.001 Par Value
 
FTNT
 
The 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     






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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 26, 2020, the Board of Directors (the “Board”) of Fortinet, Inc. (the “Company”) increased the size of the Board from eight to nine directors and filled the newly created vacancy on the Board by appointing Kelly Ducourty to join the Board as a director, in each case, effective April 17, 2020. Ms. Ducourty will serve until the Company’s 2020 annual meeting of stockholders and until Ms. Ducourty’s successor shall have been duly elected and qualified, or until Ms. Ducourty’s earlier death, resignation, disqualification or removal. There is no arrangement or understanding between Ms. Ducourty and the Company or any other person pursuant to which she was selected as a director. Ms. Ducourty has not yet been appointed to any standing committees of the Board. The Company will file an amendment to this Form 8-K to disclose any such appointments after they are made.

In connection with her appointment to the Board, and in accordance with the Company’s non-employee director compensation policy, Ms. Ducourty will receive an annual cash retainer of $45,000 for serving on the Board, as well as annual cash retainers for service on any committees of the Board to which Ms. Ducourty is appointed. In addition and subject to approval of the Board, in accordance with the Company’s non-employee director compensation policy, as most recently amended in July 2019, Ms. Ducourty will be granted restricted stock units (“RSUs”) with a grant date fair value of $250,000, pro-rated based on the projected days from Ms. Ducourty’s start date through the date of the Company’s next annual meeting of stockholders. Ms. Ducourty’s RSUs will vest on the day prior to the Company’s 2020 annual meeting of stockholders.

Ms. Ducourty has entered into the Company’s standard form of indemnification agreement for non-executive directors, which is attached as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 filed with the SEC on August 10, 2009 (File No. 333-161190). Ms. Ducourty has also entered into the Company’s standard form of change of control agreement for non-executive directors, which is attached as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 4, 2015 (File No. 001-34511). Both agreements will be effective upon Ms. Ducourty’s appointment to the Board. In accordance with such change of control agreement, all of Ms. Ducourty’s unvested equity awards at the time of a change of control, including the RSUs, shall vest immediately prior to the consummation of such change of control.

A copy of the Company’s press release relating to this announcement is being furnished as Exhibit 99.1 to this Form 8-K.


Item 9.01 Financial Statements and Exhibits
(d) Exhibits
 
 
 
 
Exhibit No.
  
Description
  
104
 
Cover Page Interactive Data File - the cover page for this Current Report on Form 8-K is formatted in iXBRL






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.
 
 
Fortinet, Inc.
 
 
 
Date: February 28, 2020
By:
/s/    JOHN WHITTLE
 
 
John Whittle
 
 
Executive Vice President and General Counsel