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)

June 13, 2025

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.)

909 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 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting of Stockholders of Fortinet, Inc. (“Fortinet”) held on June 13, 2025 (the “Annual Meeting”), there were present, in person or by proxy, holders of 665,629,784 shares of common stock, or approximately 87.04% of the total outstanding shares eligible to be voted. The holders present voted on the four proposals presented at the Annual Meeting as follows:

Proposal One - Election of Directors

Fortinet’s stockholders approved the election of nine directors to Fortinet’s Board of Directors, each to serve for a one-year term expiring at the 2026 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	547,398,733	37,943,864	0	80,287,187
Michael Xie	578,695,623	6,646,974	0	80,287,187
Kenneth A. Goldman	575,785,977	9,556,620	0	80,287,187
Ming Hsieh	563,913,659	21,428,938	0	80,287,187
Jean Hu	584,338,096	1,004,501	0	80,287,187
Janet Napolitano	583,669,109	1,673,488	0	80,287,187
William Neukom	529,552,302	55,790,295	0	80,287,187
Judith Sim	561,206,297	24,136,300	0	80,287,187
Admiral James Stavridis (Ret)	545,178,682	40,163,915	0	80,287,187

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, 2025 by the following votes:


Votes For	Votes Against	Abstentions
617,257,742	46,421,264	1,950,778

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
508,754,346	71,888,380	4,699,871	80,287,187

Proposal Four – Stockholder Proposal

Fortinet’s stockholders did not approve the stockholder proposal to amend Fortinet’s governing documents to require that two separate individuals hold the office of Chairman of the Board of Directors and the office of the Chief Executive Officer:


Votes For	Votes Against	Abstentions	Broker Non-Votes
244,215,122	339,132,773	1,994,702	80,287,187

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: June 18, 2025	By:	/s/ JOHN WHITTLE
		John Whittle
		Chief Operating Officer

Fortinet, Inc. 8-K