Form 8-K (Annual Meeting Results June 2014)



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 20, 2014
 
FORTINET, INC.
(Exact name of registrant as specified in its charter)
 

State of 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
(Registrants 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:


o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))








Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting of Stockholders of Fortinet, Inc. (“Fortinet” or the “Company”) held on June 20, 2014 (the “Annual Meeting”), there were present in person or by proxy, holders of 151,780,007 shares of common stock, or approximately 93% of the total outstanding shares eligible to be voted. The holders present voted on the three proposals presented at the Annual Meeting as follows:
Proposal One Election of Directors
Fortinet’s stockholders approved the election of two Class II directors to Fortinet’s Board of Directors by the following votes:
 
Nominee
  
Votes For
 
Votes Against
 
 Abstentions
  
Broker Non-Votes
Michael Xie
  
124,320,269
 
107,364
 
  2,608,007
  
24,744,367
William H. Neukom
  
125,669,173
 
1,016,362
 
  350,105
  
24,744,367
Proposal Two Ratification of Appointment of Independent Registered Accounting Firm
Fortinet’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered accounting firm for the fiscal year ending December 31, 2014 by the following votes:
 
Votes For
 
Votes Against
 
Abstentions
147,296,089
 
4,426,407
 
57,511
Proposal Three Advisory Vote on Executive Compensation
Fortinet’s stockholders cast their votes with respect to the advisory vote on Fortinet’s executive compensation as follows:
 
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
126,007,747
 
341,645
 
686,248
 
24,744,367







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 23, 2014
By:
/s/    JOHN WHITTLE
 
 
John Whittle
 
 
Vice President and General Counsel