SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
April 30, 2018
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
899 Kifer Road
Sunnyvale, CA 94086
(Address of principal executive offices, including zip code)
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report.)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Emerging growth company o
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Item 2.02 Results of Operations and Financial Condition.
On May 3, 2018, Fortinet, Inc. (“Fortinet”) issued a press release reporting its financial results for the first quarter ended March 31, 2018. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 30, 2018, Fortinet’s board of directors appointed Keith Jensen as Chief Financial Officer, effective May 1, 2018.
Mr. Jensen had previously served as Fortinet’s Interim Chief Financial Officer since February 2018 and has served as Fortinet’s Chief Accounting Officer since July 2015.
In connection with Mr. Jensen’s appointment as Chief Financial Officer, Fortinet’s board of directors has approved an annual base salary of $400,000 for Mr. Jensen and a target bonus of 60% of his annual base salary, which bonus shall supersede the bonus previously approved for Mr. Jensen in connection with his appointment as Interim Chief Financial Officer. Fortinet previously entered into a change of control severance agreement with Mr. Jensen, dated as of February 4, 2016, which was filed as Exhibit 10.23 to Fortinet’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on February 26, 2018, as amended (File No. 001-34511), which agreement is incorporated herein by reference, and previously entered into its standard form of indemnification agreement with Mr. Jensen, in substantially the same form filed as Exhibit 10.1 to Fortinet’s Registration Statement on Form S-1, as amended (File No. 333-161190), filed with the Securities and Exchange Commission on August 10, 2009, which form of agreement is incorporated herein by reference.
There are no arrangements or understandings between Mr. Jensen and any other persons, pursuant to which he was appointed as Chief Financial Officer, no family relationships among any of the Company’s directors or executive officers and Mr. Jensen and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits
Press release dated May 3, 2018
Press release dated May 3, 2018
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.
Date: May 3, 2018
/s/ JOHN WHITTLE
Vice President and General Counsel