Fortinet, Inc. Announces 2024 Annual Meeting of Stockholders

TL;DR

<b>Fortinet will hold its 2024 Annual Meeting of Stockholders virtually on June 14, 2024, to vote on director elections, auditor ratification, and executive compensation.</b>

AI Summary

Fortinet, Inc. (FTNT) filed a Proxy Statement (DEF 14A) with the SEC on April 26, 2024. The 2024 Annual Meeting of Stockholders for Fortinet, Inc. will be held virtually on June 14, 2024. Key agenda items include the election of nine directors, ratification of Deloitte & Touche LLP as independent auditors, and an advisory vote on executive compensation. The virtual format is chosen to enhance stockholder access and participation globally, while also reducing costs and supporting sustainability goals. The meeting will address proposals for director elections, auditor ratification, and executive compensation. The company is seeking stockholder approval for these items of business.

Why It Matters

For investors and stakeholders tracking Fortinet, Inc., this filing contains several important signals. The virtual meeting format aims to increase stockholder participation and accessibility from anywhere in the world. The company highlights cost savings and alignment with sustainability goals as benefits of the virtual meeting format.

Risk Assessment

Risk Level: low — Fortinet, Inc. shows low risk based on this filing. This filing is a routine proxy statement for an annual meeting and does not contain new financial or operational information that would indicate significant risk.

Analyst Insight

Stockholders should review the proxy materials to make informed voting decisions on director elections, auditor ratification, and executive compensation.

Key Numbers

• 9 — Directors to be elected (To elect nine directors)
• June 14, 2024 — Annual Meeting Date (2024 Annual Meeting of Stockholders)
• 10:00 a.m. Pacific time — Annual Meeting Time (2024 Annual Meeting of Stockholders)

Key Players & Entities

• Fortinet, Inc. (company) — Registrant
• Deloitte & Touche LLP (company) — independent registered public accounting firm
• June 14, 2024 (date) — 2024 Annual Meeting of Stockholders date
• 2025 Annual Meeting of Stockholders (date) — Director term expiration
• December 31, 2024 (date) — Fiscal year end

FAQ

Industry Context

Fortinet operates in the cybersecurity industry, providing a broad range of security solutions.

Regulatory Implications

This filing is a standard proxy statement required by the SEC for public companies to inform shareholders about upcoming meetings and voting matters.

What Investors Should Do

1. Review the proxy statement for details on director nominees and their qualifications.
2. Evaluate the ratification of Deloitte & Touche LLP as the independent auditor.
3. Consider the advisory vote on the compensation of named executive officers.

Key Dates

• 2024-06-14: 2024 Annual Meeting of Stockholders — Key date for voting on corporate matters.

Year-Over-Year Comparison

This is the initial filing for the 2024 Annual Meeting of Stockholders.

Key Financial Figures

• $5.30 billion — highlights for 2023. Total revenue was $5.30 billion for 2023, an increase of 20% compared t
• $4.42 billion — or 2023, an increase of 20% compared to $4.42 billion in 2022. Product revenue was $1.93 bil
• $1.93 billion — 2 billion in 2022. Product revenue was $1.93 billion for 2023, an increase of 8% compared to
• $1.78 billion — for 2023, an increase of 8% compared to $1.78 billion in 2022. Service revenue was $3.38 bil
• $3.38 billion — 8 billion in 2022. Service revenue was $3.38 billion for 2023, an increase of 28% compared t
• $2.64 billion — or 2023, an increase of 28% compared to $2.64 billion in 2022. Total gross profit was $4.07
• $4.07 billion — illion in 2022. Total gross profit was $4.07 billion in 2023, an increase of 22% compared to
• $3.33 billion — in 2023, an increase of 22% compared to $3.33 billion in 2022. Operating income was $1.24 bi
• $1.24 billion — billion in 2022. Operating income was $1.24 billion in 2023, an increase of 28% compared to
• $969.6 million — in 2023, an increase of 28% compared to $969.6 million in 2022. Cash flows from operating act
• $1.94 billion — sh flows from operating activities were $1.94 billion in 2023, an increase of $204.9 million,
• $204.9 m — e $1.94 billion in 2023, an increase of $204.9 million, or 12%, compared to 2022. CORPO

Filing Documents

• ea0203970-01.htm (DEF 14A) — 3037KB
• tbarchart_001.jpg (GRAPHIC) — 218KB
• tbarchart_002.jpg (GRAPHIC) — 439KB
• tbarchart_003.jpg (GRAPHIC) — 380KB
• tbarchart_004.jpg (GRAPHIC) — 378KB
• tfortinet_logo.jpg (GRAPHIC) — 31KB
• tkenxie_sig.jpg (GRAPHIC) — 15KB
• tpiechart_001.jpg (GRAPHIC) — 325KB
• tproxy_001.jpg (GRAPHIC) — 995KB
• tproxy_002.jpg (GRAPHIC) — 1081KB
• ttickmark.jpg (GRAPHIC) — 9KB
• 0001174947-24-000602.txt (&nbsp;) — 14042KB
• ftnt-20240417.xsd (EX-101.SCH) — 11KB
• ftnt-20240417_def.xml (EX-101.DEF) — 8KB
• ftnt-20240417_lab.xml (EX-101.LAB) — 32KB
• ftnt-20240417_pre.xml (EX-101.PRE) — 7KB
• ea0203970-01_htm.xml (XML) — 1056KB

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 35 Compensation Discussion and Analysis 35 2023 Summary Compensation Table 45 Grants of Plan-Based Awards in 2023 Table 46 Outstanding Equity Awards at 2023 Fiscal Year-End Table 47 2023 Option Exercises and Stock Vested Table 48 Potential Payments Upon Termination or Change of Control 48 Pay Versus Performance 51 CEO Pay Ratio Disclosure 56 Compensation of Directors 57 Equity Compensation Plan Information 59 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 60 Related-Person Transactions 60 Review of Related-Person Transactions 60 61 AUDIT COMMITTEE REPORT 63 OTHER MATTERS 64

Forward-Looking Statements

Forward-Looking Statements This Proxy Statement includes forward -looking statements. These statements are not historical facts and are based on current expectations, estimates, and projections about our industry, management's beliefs, and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, we caution you that any such forward -looking statements are not guarantees of future performance and are subject to risks, assumptions, estimates and uncertainties that are difficult to predict. For a discussion of some of the risks and important factors that could affect our future results and financial condition, see "Risk Factors" in our Annual Report on Form 10 -K for the year ended December 31, 2023. ii Table of Contents PROXY STATEMENT FOR 2024 ANNUAL MEETING OF STOCKHOLDERS PROXY SUMMARY This summary highlights information contained elsewhere in this Proxy Statement for the Annual Meeting (this "Proxy Statement"). This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. References to our website in this Proxy Statement are not intended to function as hyperlinks and the information contained on our website is not intended to be incorporated into this Proxy Statement. In this Proxy Statement, we refer to Fortinet, Inc. as "Fortinet," "we," "us" or "our." Financial and Business Highlights The list below highlights our financial highlights for 2023. Total revenue was $5.30 billion for 2023, an increase of 20% compared to $4.42 billion in 2022. Product revenue was $1.93 billion for 2023, an increase of 8% compared to $1.78 billion in 2022. Service revenue was $3.38 billion for 2023, an increase of 28% compared to $2.64 billion in 2022. Total gross profit was $4.07 billion in 2023, an increase of 22% compared to $3.33 billion in 2022. Operating income was $1.24 billion in 2023, an increa

View Full Filing

View this DEF 14A filing on SEC EDGAR