FORTINET, INC. (NASDAQ:FTNT) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
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 Peter D. Cohen to join the Board as a Class I
director whose term will expire at the Companys 2019 annual
meeting of stockholders. Such increase and appointment are
effective as of July 14, 2017. There is no arrangement or
understanding between Mr. Cohen and the Company or any other
person to which he was selected as a director. Mr. Cohen 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.
accordance with the Companys annual cash retainer policy which is
described in the Companys most recent proxy statement filed with
the Securities and Exchange Commission (SEC) on May 1, 2017, Mr.
Cohen will receive an annual cash retainer for serving on the
Board of $40,000, paid quarterly, and is entitled to receive a
grant of 15,000 restricted stock units (RSUs) that will vest over
a three-year period.
indemnification agreement for non-executive directors, which is
attached as Exhibit 10.1 to the Companys Registration Statement
on Form S-1 filed with the SEC on August 10, 2009 (File No.
333-161190). Mr. Cohen has also entered into the Companys
standard form of change of control agreement for non-executive
directors, which is attached as Exhibit 10.1 to the Companys
Quarterly Report on Form 10-Q filed with the SEC on August 4,
2015 (File No. 001-34511). In accordance with such change of
control agreement, all of Mr. Cohens 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.
announcement is being furnished as Exhibit 99.1 to this Form 8-K.
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Exhibit No.
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Description
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99.1
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Press release dated May 30, 2017
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About FORTINET, INC. (NASDAQ:FTNT)
Fortinet, Inc. provides cyber security solutions to enterprises, service providers and government organizations across the world. The Company’s flagship network security solution consists of FortiGate physical, virtual machine and cloud platforms, which provide integrated security and networking functions to protect data, applications and users from network-and content-level security threats. The Company’s product offerings consist of its FortiGate product family, along with its FortiManager central management and FortiAnalyzer central logging and reporting product families. The Company’s cybersecurity platform includes a range of products, which include its FortiMail e-mail security, FortiSandbox advanced threat protection (ATP), FortiWeb Web application firewall, FortiDDos and FortiDB database security appliances, as well as its FortiClient endpoint security software, FortiAP secure wireless access points and FortiSwitch secure switch connectivity products. FORTINET, INC. (NASDAQ:FTNT) Recent Trading Information
FORTINET, INC. (NASDAQ:FTNT) closed its last trading session down -0.34 at 39.15 with 865,128 shares trading hands.
