tm2212528-2_def14a - none

DEF 14A 1 tm2212528-2_def14a.htm DEF 14A tm2212528-2_def14a - none - 15.6094205s

TABLE OF CONTENTS

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )

Filed by the Registrant

☒

Filed by a Party other than the Registrant

☐

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material Pursuant to §240.14a-12

FORTINET, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒

No fee required.

☐

Fee paid previously with preliminary materials.

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

TABLE OF CONTENTS

NOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS

Dear Fortinet Stockholder:

Notice is hereby given that the 2022 Annual Meeting of Stockholders (the “2022 Annual Meeting”) of Fortinet, Inc., a Delaware corporation (“Fortinet,” “we,” “us” or “our”), will be held on Friday, June 17, 2022, at 10:00 a.m. Pacific time, in a virtual-only format, for the following purposes:

To elect the eight directors listed in the accompanying proxy statement to serve for a one-year term expiring at Fortinet’s 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”) and until their respective successors have been duly elected and qualified.

To ratify the appointment of Deloitte & Touche LLP as Fortinet’s independent registered public accounting firm for the fiscal year ending December 31, 2022.

An advisory vote to approve named executive officer compensation.

To adopt an amended and restated certificate of incorporation for Fortinet (the “Restated Certificate”) in order to implement a five-for-one forward stock split (the “Stock Split Proposal”) and to make certain other changes as reflected in the Restated Certificate and described in the Proxy Statement.

To vote on a stockholder proposal, if properly presented before the meeting.

To transact such other business proposals, if properly presented before the meeting.

We believe that a virtual stockholder meeting provides greater access to those who may want to attend and provides a safer forum in light of the ongoing COVID-19 pandemic, and therefore we have chosen this over an in-person meeting. We believe that hosting a virtual meeting will allow for greater stockholder attendance and participation from any location around the world. This approach also lowers costs and aligns with our broader sustainability goals.

The preceding items of business are more fully described in the proxy statement accompanying this notice. Any action on the items of business described above may be considered at the 2022 Annual Meeting at the time and on the date specified above or at any time and date to which the 2022 Annual Meeting may be properly adjourned or postponed. Only stockholders of record at the close of business on April 18, 2022 are entitled to notice of, and to vote at, the 2022 Annual Meeting.

We have elected to provide access to our proxy materials over the internet. Accordingly, stockholders of record at the close of business on April 18, 2022 will receive a Notice of Internet Availability of Proxy Materials and may vote at the 2022 Annual Meeting and any meetings pursuant to postponements or adjournments of the 2022 Annual Meeting. We expect to mail the Notice of Internet Availability of Proxy Materials on or about May 4, 2022.

TABLE OF CONTENTS

Your vote is very important. Whether or not you plan to attend the 2022 Annual Meeting, we encourage you to read the proxy statement and vote as instructed in the Notice of Internet Availability of Proxy Materials or vote on the internet or by telephone as soon as possible. Alternatively, you may follow the procedures outlined in the Notice of Internet Availability of Proxy Materials to request a paper copy of the proxy materials, which include a proxy card to submit your vote by mail. For specific instructions on how to vote your shares, please refer to the section entitled “Questions and Answers About the 2022 Annual Meeting and Procedural Matters” and the instructions on the Notice of Internet Availability of Proxy Materials.

Thank you for your ongoing support of Fortinet.

By Order of the Board of Directors,

Ken Xie
Chief Executive Officer and Chairman of the Board of Directors

Sunnyvale, California
May 2, 2022

TABLE OF CONTENTS

PROXY STATEMENT
FOR 2022 ANNUAL MEETING OF STOCKHOLDERS

TABLE OF CONTENTS

	Page
PROXY SUMMARY		1
QUESTIONS AND ANSWERS ABOUT THE 2022 ANNUAL MEETING AND PROCEDURAL MATTERS		4
Why am I receiving these materials?		4
Why did I receive a one-page notice in the mail regarding the internet availability of proxy materials instead of a full set of proxy materials?		4
How can I get electronic access to the proxy materials?		4
Can I attend the 2022 Annual Meeting?		4
How can I ask questions at the 2022 Annual Meeting?		5
Who is entitled to vote at the 2022 Annual Meeting?		5
What is the difference between holding shares as a stockholder of record or as a beneficial owner?		5
How can I vote my shares without attending the 2022 Annual Meeting?		6
How many shares must be present or represented to conduct business at the 2022 Annual Meeting?		6
What proposals will be voted on at the 2022 Annual Meeting?		7
What is the voting requirement to approve each of the proposals?		7
How are votes counted?		7
How does the Board of Directors recommend that I vote?		7
What happens if additional matters are presented at the 2022 Annual Meeting?		8
Can I change my vote?		8
What should I do if I receive more than one set of voting materials?		8
Is my vote confidential?		8
Who will serve as inspector of election?		8
Where can I find the voting results of the 2022 Annual Meeting?		8
Who will bear the cost of soliciting votes for the 2022 Annual Meeting?		9
What is the deadline to propose actions for consideration at next year’s annual meeting of stockholders or to nominate individuals to serve as directors?		9
How may I obtain a separate set of proxy materials or the 2021 Annual Report?		9
PROPOSAL ONE — ELECTION OF DIRECTORS		11
General		11
Nominees		11
Information Regarding the Board of Directors and Director Nominees		12
Director Expertise and Experience		15
Board Diversity Matrix		15
Director Tenure and Age Distribution		16
Board Evaluations		16
PROPOSAL TWO — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		17
General		17
Principal Accounting Fees and Services		17

TABLE OF CONTENTS

	Page
Approval of Audit and Non-Audit Services		18
PROPOSAL THREE — ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION		19
PROPOSAL FOUR — ADOPTION OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO IMPLEMENT FIVE-FOR-ONE FORWARD STOCK SPLIT		20
PROPOSAL FIVE — STOCKHOLDER PROPOSAL		22
CORPORATE SOCIAL RESPONSIBILITY		24
Environment		24
Social		25
Governance		25
CORPORATE GOVERNANCE		27
Human Capital Management		27
Corporate Governance Guidelines		27
Code of Business Conduct and Ethics		27
Majority Voting Standard for Director Elections and Director Resignation Policy		28
Director Independence		28
Board Meetings and Committees		28
Human Resources Committee Interlocks and Insider Participation		30
Anti-Hedging and Anti-Pledging Policy		30
Board Leadership Structure		30
Board of Directors’ Role in Risk Oversight		31
Cybersecurity Risk Oversight		32
Management Succession Planning		32
Oversight of Corporate Strategy		32
Process for Recommending Candidates for Election to the Board of Directors		32
Proxy Access		33
Attendance at Annual Meetings of Stockholders by the Board of Directors		34
Contacting the Board of Directors		34
EXECUTIVE OFFICERS		35
EXECUTIVE COMPENSATION		36
Compensation Discussion and Analysis		36
Elements of Our Compensation Program		37
Determining the Amount of Elements of Executives’ Compensation in 2021		39
Human Resources Committee Report		43
2021 Summary Compensation Table		43
Grants of Plan-Based Awards in 2021 Table		44
Outstanding Equity Awards at 2021 Fiscal Year-End Table		44
2021 Option Exercises and Stock Vested Table		46
Potential Payments Upon Termination or Change of Control		46
CEO Pay Ratio Disclosure		48
Compensation of Directors		49
Equity Compensation Plan Information		52
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		53

TABLE OF CONTENTS

	Page
Related-Person Transactions		53
Review of Related-Person Transactions		53
OWNERSHIP OF SECURITIES		54
AUDIT COMMITTEE REPORT		56
OTHER MATTERS		57
APPENDIX A — RECONCILIATION BETWEEN GAAP AND NON-GAAP FINANCIAL MEASURES		A-1
APPENDIX B — PROPOSED RESTATED CERTIFICATE		B-1

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, 2021.

iii

TABLE OF CONTENTS

PROXY SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement for the Annual Meeting. 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,” or “us.”

2021 FINANCIAL AND BUSINESS HIGHLIGHTS

The list below highlights our financial highlights for 2021.

•

We were added to the Nasdaq-100, an index of 100 of the largest nonfinancial Nasdaq-listed companies.

•

Total revenue was $3.34 billion for 2021, an increase of 29% compared to $2.59 billion in 2020.

•

Product revenue was $1.26 billion for 2021, an increase of 37% compared to $916.4 million in 2020.

•

Service revenue was $2.09 billion for 2021, an increase of 24% compared to $1.68 billion in 2020.

•

Total billings were $4.18 billion for 2021, an increase of 35% compared to $3.09 billion in 2020.1

•

Cash flow from operations was $1.50 billion during 2021, compared to $1.08 billion in 2020.

•

Free cash flow was $1.20 billion during 2021, compared to $907.8 million in 2020.1

•

We had an assigned rating of BBB+ from S&P Global Ratings and a Baa1 rating from Moody’s Corporation as of December 31, 2021.

•

We accounted for approximately 36.8% of global UTM, Firewall and VPN shipments through 2021, according to International Data Corporation’s Worldwide Security Appliance Tracker.

2021 ENVIRONMENTAL, SOCIAL AND GOVERNANCE HIGHLIGHTS

We are committed to responsible environmental, social and governance (“ESG”) practices. The list below includes some of our ESG highlights for 2021, as discussed further in this Proxy Statement.

•

We announced our commitment to become carbon neutral by 2030 in alignment with Science Based Targets Initiatives (“SBTi”).

•

Our headquarters campus in Sunnyvale, California is on track for LEED Gold certification.

•

We published our inaugural Diversity and Inclusion Report in 2021.

•

Our Board of Directors is comprised of directors with diverse backgrounds and experiences. More than 50% of our directors self-report racial diversity and 33% self-report gender diversity.

GOVERNANCE AND BOARD HIGHLIGHTS

We are committed to good corporate governance, which strengthens the accountability of the Board of Directors and promotes the long-term interests of our stockholders. The list below highlights our independent board and leadership practices, as discussed further in this Proxy Statement.

•

A majority of our directors are independent (seven out of nine current directors).

•

Our Lead Independent Director is elected annually, to serve and function separately from the Chairman of the Board of Directors.

•

All committees of the Board of Directors are composed of independent directors, with the exception of the Social Responsibility Committee of the Board of Directors (the “Social Responsibility Committee”).

See Appendix A for a reconciliation of the GAAP to Non-GAAP measures. An explanation of these measures is also included in Appendix A.

TABLE OF CONTENTS

•

The Board of Directors is focused on enhancing diversity, equity and inclusion. Management frequently presents to the Human Resources Committee of the Board of Directors (the “Human Resources Committee”) on progress around diversity, equity and inclusion initiatives.

•

Our Board of Directors established the Social Responsibility Committee to oversee our Corporate Social Responsibility (“CSR”) strategy, initiatives and execution related to ESG practices.

•

The Board of Directors focuses on broad risk oversight practices, including CSR, cybersecurity, data privacy, legal and regulatory matters, and other critical evolving areas.

•

The Board of Directors regularly reviews our governance practices. Over the years, on its own initiative, our Board of Directors has made adjustments to our corporate governance practices as we have matured as a public company, such as changing from a Board of Directors with three-year staggered terms for each director, to one-year terms.

•

Independent directors conduct regular executive sessions.

•

Our directors maintain open communication and strong working relationships among themselves and have regular access to management.

•

The Board of Directors conducts a robust annual Board of Directors and committee self-assessment process.

•

The Board of Directors has related-party transaction standards for any direct or indirect involvement of a director in the company’s business activities.

•

Our non-employee directors are required to hold shares of our common stock pursuant to our Stock Ownership Guidelines for our non-employee directors.

Meeting Agenda and Voting Recommendations

	PROPOSAL ONE			BOARD’S RECOMMENDATION: “FOR” each of the nominees
	ELECTION OF DIRECTORS
	We are asking our stockholders to elect eight directors for a one-year term expiring at Fortinet’s 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”) and until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, disqualification or removal. The table below sets forth information with respect to our eight nominees standing for election. All of the nominees are currently serving as directors. Additional information about our director nominees and their respective qualifications can be found under the section titled “Proposal One — Election of Directors — Nominees to Our Board of Directors.”

Name	Age	Director Since
Ken Xie	59	October 2000
Michael Xie	53	February 2001
Kenneth A. Goldman	73	October 2020
Ming Hsieh	66	April 2013
Jean Hu	58	October 2019
William H. Neukom	80	January 2013
Judith Sim	53	June 2015
Admiral James Stavridis (Ret)	67	October 2021

TABLE OF CONTENTS

	PROPOSAL TWO			BOARD’S RECOMMENDATION: “FOR” Proposal Two
	RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
	We are asking our stockholders to ratify the audit committee’s appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2022. Information regarding fees paid to Deloitte & Touche LLP during 2021 and 2020 can be found under the section titled “Proposal Two — Ratification of Appointment of Independent Registered Public Accounting Firm.”

	PROPOSAL THREE			BOARD’S RECOMMENDATION: “FOR” Proposal Three
	ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION
	We are asking our stockholders to approve, on an advisory and non-binding basis, the compensation of our named executive officers as disclosed in accordance with the SEC’s rules in the “Executive Compensation” section of this proxy statement. Information regarding compensation of our named executive officers can be found under the section titled “Proposal Three — Vote to Approve Named Executive Officer Compensation”

	PROPOSAL FOUR			BOARD’S RECOMMENDATION: “FOR” Proposal Four
	ADOPTION OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO IMPLEMENT FIVE-FOR-ONE FORWARD STOCK SPLIT
	We are asking our stockholders to approve the adoption of the Restated Certificate in order to implement a five-for-one forward stock split and to make certain other administrative changes as reflected in the Restated Certificate and described in this Proxy Statement. Information regarding the Restated Certificate and the Stock Split Proposal can be found under the section titled “Proposal Four — Adoption of Amended and Restated Certificate of Incorporation to Implement Five-for-One Forward Stock Split.”

	PROPOSAL FIVE			THE BOARD OF DIRECTORS HAS NO VOTING RECOMMENDATION FOR THIS PROPOSAL
	STOCKHOLDER PROPOSAL
	The Board of Directors has considered the proposal relating to the removal of supermajority voting standards in our amended and restated certificate of incorporation and amended and restated bylaws and has determined to make no voting recommendation to our stockholders. The proposal is advisory in nature only.

TABLE OF CONTENTS

FORTINET, INC.
899 Kifer Road
Sunnyvale, California 94086

PROXY STATEMENT
FOR 2022 ANNUAL MEETING OF STOCKHOLDERS

QUESTIONS AND ANSWERS ABOUT THE 2022 ANNUAL MEETING AND PROCEDURAL MATTERS

Why am I receiving these materials?

The Board of Directors (the “Board of Directors”) of Fortinet, Inc. (“Fortinet,” “we,” “us” or “our”) is providing these proxy materials to you in connection with the solicitation of proxies for use at Fortinet’s 2022 Annual Meeting of Stockholders (the “2022 Annual Meeting”), to be held on Friday, June 17, 2022 at 10:00 a.m. Pacific time, and at any adjournment or postponement thereof, for the purpose of considering and acting upon the matters set forth in this proxy statement.

We expect to mail the Notice of Internet Availability of Proxy Materials (the “Notice”) on or about May 4, 2022. Copies of our proxy materials and 2021 Annual Report are available at www.edocumentview.com/FTNT.

Due to the public health risk of the COVID-19 pandemic and to support the health and well-being of our stockholders and other meeting participants, the 2022 Annual Meeting will be held in a virtual-only format. We believe that hosting a virtual meeting will allow for greater stockholder attendance and participation from any location around the world. The virtual-only approach also lowers costs and aligns with our broader sustainability goals. You will not be able to attend the 2022 Annual Meeting in person.

Why did I receive a one-page notice in the mail regarding the internet availability of proxy materials instead of a full set of proxy materials?

Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials over the internet. Accordingly, we are sending the Notice to our stockholders of record and beneficial owners. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or request a printed set of the proxy materials. Instructions on how to access the proxy materials over the internet or to request a printed copy may be found in the Notice. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis.

How can I get electronic access to the proxy materials?

The Notice will provide you with instructions regarding how to:

•

View our proxy materials for the 2022 Annual Meeting on the internet; and

•

Have future proxy materials sent to you electronically by email.

Choosing to receive future proxy materials by email will save us the cost of printing and mailing documents to you and will reduce the impact of our annual meetings on the environment. If you choose to receive future proxy materials by email, you will receive an email next year with instructions containing a link to those materials and a link to the proxy voting site.

Can I attend the 2022 Annual Meeting?

If you were a stockholder of record at the close of business on April 18, 2022 (the “Record Date”) (i.e., your shares were registered directly in your name with our transfer agent, Computershare Trust Company, N.A. (“Computershare”)) or if you are a proxy holder for such a stockholder, you may participate in the 2022 Annual Meeting by following the instructions below:

•

Beginning at 9:45 a.m. Pacific Time on June 17, 2022, please visit www.meetnow.global/MVG5Z49.

TABLE OF CONTENTS

•

Enter the 15-digit control number on the Proxy Card or Notice of Availability of Proxy Materials you receive.

If you held your shares through an intermediary on the Record Date (i.e., you hold your shares in “street name” through an intermediary, such as a bank or broker), you must register in advance to virtually attend the 2022 Annual Meeting by following the instructions below:

•

You must obtain a legal proxy, executed in your favor, from the holder of record reflecting the number of shares of common stock you held as of the Record Date, along with your name and email address.

•

Submit proof of your legal proxy by forwarding the email from your broker, or attaching an image of your legal proxy, to legalproxy@computershare.com. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m. Eastern Time, on June 10, 2022. You will then receive a confirmation of your registration, with a control number, by email from Computershare.

•

At the time of the 2022 Annual Meeting, go to www.meetnow.global/MVG5Z49 and enter your control number.

If we experience technical difficulties during the meeting (e.g. a temporary or prolonged power outage), we will determine whether the meeting can be promptly reconvened (if the technical difficulty is temporary) or whether the meeting will need to be reconvened on a later day (if the technical difficulty is more prolonged). In any situation, we will promptly notify stockholders of the decision via www.meetnow.global/MVG5Z49. The virtual meeting platform is fully supported across most browsers (including Edge, Firefox, Chrome and Safari) and devices (including desktops, laptops, tablets and cell phones) running the most up-to-date version of applicable software and plugins. Internet Explorer is not a supported browser. Participants should ensure that they have a strong internet connection wherever they intend to participate in the meeting. We encourage you to access the meeting prior to the start time. For further assistance should you need it you may call (888) 724-2416.

How can I ask questions at the 2022 Annual Meeting?

You will be able to attend the 2022 Annual Meeting online and submit your questions during the meeting by visiting www.meetnow.global/MVG5Z49. For technical support, please call Computershare toll free at (866) 276-4119.

Who is entitled to vote at the 2022 Annual Meeting?

You may vote your shares of Fortinet common stock if our records show that you owned your shares at the close of business on the Record Date. At the close of business on the Record Date, there were 160,268,931 shares of Fortinet common stock outstanding and entitled to vote at the 2022 Annual Meeting. You may cast one vote for each share of common stock held by you as of the Record Date on all matters presented.

What is the difference between holding shares as a stockholder of record or as a beneficial owner?

With respect to your shares that are registered directly in your name with Fortinet’s transfer agent, Computershare, you are considered the “stockholder of record” and the Notice has been sent directly to you by Fortinet. As the stockholder of record, you have the right to grant your voting proxy directly to Fortinet or to a third party, or to vote in person at the 2022 Annual Meeting.

With respect to your shares that are held by a brokerage account or by another nominee, you are considered the “beneficial owner” of shares held in “street name” and the Notice is being forwarded to you together with voting instructions on behalf of your broker, trustee or nominee. As the beneficial owner, you have the right to direct your broker, trustee or nominee how to vote, and you are also invited to attend the 2022 Annual Meeting. Your broker, trustee or nominee has enclosed or provided voting instructions for you to use in directing the broker, trustee or nominee how to vote your shares. Because a beneficial owner is not the stockholder of record, you may not vote these shares in person at the 2022 Annual Meeting unless you obtain a “legal proxy” from the broker, trustee or nominee that holds

TABLE OF CONTENTS

your shares, giving you the right to vote the shares at the 2022 Annual Meeting. If you hold your shares through a broker and do not provide your broker with specific voting instructions, under the rules that govern brokers in such circumstances, your broker will have the discretion to vote such shares on routine matters but not on non-routine matters. Even though we are listed on The Nasdaq Stock Market LLC (“Nasdaq”), the rules of the New York Stock Exchange (the “NYSE”) govern how a broker licensed by the NYSE can vote shares it holds on behalf of stockholders of Nasdaq-listed companies.

As a result:

•

Your broker will not have the authority to exercise discretion to vote your shares with respect to the election of directors, the advisory vote on named executive officer compensation or the stockholder proposal.

•

Your broker will have the authority to exercise discretion to vote your shares with respect to the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2022 and the vote on the Stock Split Proposal, because those matters are treated as routine under NYSE rules.

Because the proposals to be acted upon at the 2022 Annual Meeting include both routine and non-routine matters, if you do not give voting instructions to your broker, trustee or nominee, your broker, trustee or nominee may either (i) vote your shares on routine matters or (ii) leave your shares unvoted.

A broker “non-vote” occurs when your broker, trustee or nominee does not vote on a particular proposal because the broker, trustee or nominee does not have discretionary voting power with respect to that item and has not received voting instructions from you as the beneficial owner.

How can I vote my shares without attending the 2022 Annual Meeting?

You are encouraged to vote your shares in advance of the 2022 Annual Meeting. If voting in advance of the 2022 Annual Meeting, the steps required to cast your votes are the same as indicated in the materials received with the Proxy Statement. If you have not already voted your shares in advance, you will be able to vote your shares electronically during the 2022 Annual Meeting by clicking on the “Cast Your Vote” link on the Meeting Center site.

Whether you hold shares directly as the stockholder of record or beneficially in street name, you may direct how your shares are voted without attending the 2022 Annual Meeting. There are three ways to vote by proxy:

By mail — If you are a stockholder of record, you may vote by submitting a proxy card; please refer to the voting instructions in the Notice or below. If you hold shares beneficially in street name, you may vote by submitting voting instructions to your broker, trustee or nominee; please refer to the voting instructions provided to you by your broker, trustee or nominee.

By internet — Stockholders of record of Fortinet common stock with internet access may submit proxies by following the “Vote by Internet” instructions described in the Notice until 11:59 p.m. Eastern time on Thursday, June 16, 2022 or by following the instructions at www.meetnow.global/MVG5Z49. Most Fortinet stockholders who hold shares beneficially in street name may vote by accessing the website specified in the voting instructions provided by their brokers, trustees or nominees. Please check the voting instructions for internet voting availability.

By telephone — Depending on how your shares are held, you may be able to vote by telephone. If this option is available to you, you will have received information with the Notice or the voting instruction card provided by your broker, trustee or nominee explaining this procedure.

How many shares must be present or represented to conduct business at the 2022 Annual Meeting?

The presence of the holders of a majority of the issued and outstanding shares of our capital stock entitled to vote at the 2022 Annual Meeting is necessary to constitute a quorum at the 2022 Annual Meeting. Such stockholders are counted as present at the meeting if they (i) are present in person at the 2022 Annual Meeting or (ii) represented by proxy.

TABLE OF CONTENTS

Under Delaware law, abstentions and broker non-votes are counted as present and entitled to vote for purposes of determining whether a quorum is present at the 2022 Annual Meeting. However, as discussed above, under “What is the difference between holding shares as a stockholder of record or as a beneficial owner?” brokers have limited discretionary authority to vote shares that are beneficially owned and, therefore, are not entitled to vote on non-routine matters in the absence of voting instructions from the beneficial owner of such shares.

What proposals will be voted on at the 2022 Annual Meeting?

The proposals scheduled to be voted on at the 2022 Annual Meeting are:

•

The election of the nine directors set forth in Proposal One to serve for a one-year term expiring at the 2023 Annual Meeting and until their respective successors are duly elected and qualified;

•

The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022;

•

An advisory vote to approve our named executive officer compensation;

•

The Stock Split Proposal; and

•

A stockholder proposal, if properly presented before the meeting.

What is the voting requirement to approve each of the proposals?

We have a majority voting standard for uncontested elections of directors (Proposal One), which means that to be elected, a director nominee must receive a majority of the votes cast, i.e. the number of shares voted “FOR” a director nominee must exceed the votes cast “AGAINST” that nominee.

The affirmative vote of a majority of the shares of our common stock that are present in person or represented by proxy at the 2022 Annual Meeting and entitled to vote is required to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm (Proposal Two), to approve the advisory resolution on named executive compensation (Proposal Three) and to approve the stockholder proposal (Proposal Five).

For the Stock Split Proposal, the affirmative vote of at least 66 2∕3% of the voting power of all of the shares of our common stock outstanding as of the Record Date is required to adopt the Restated Certificate in order to implement the proposed stock split (Proposal Four).

How are votes counted?

You may vote “FOR” or “AGAINST” each of the nominees for election as director in Proposal One and on each of Proposal Two, Proposal Three, Proposal Four and Proposal Five. You may also “ABSTAIN” from voting.

Abstentions are deemed to be shares present or represented by proxy and entitled to vote. Abstentions have no effect on Proposal One and the same effect as a vote against Proposals Two, Three, Four and Five.

Broker non-votes are not deemed to be shares entitled to vote on and will have no effect on Proposals One and Three. Brokers have discretionary authority to vote shares that are beneficially owned on Proposal Two and Proposal Four. If a broker chooses not to vote shares for or against Proposal Two or Proposal Four, it would have the same effect as an abstention.

All shares entitled to vote and represented by properly submitted proxies received prior to the 2022 Annual Meeting (and not revoked) will be voted at the 2022 Annual Meeting in accordance with the instructions indicated by such proxy. If no instructions are indicated on such proxy, the shares represented by that proxy will be voted as recommended by the Board of Directors.

How does the Board of Directors recommend that I vote?

The Board of Directors recommends that you vote your shares:

•

“FOR” each of the nine nominees for election as directors (Proposal One);

TABLE OF CONTENTS

•

“FOR” the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022 (Proposal Two);

•

“FOR” the advisory resolution to approve named executive officer compensation (Proposal Three); and

•

“FOR” the Stock Split Proposal (Proposal Four).

The Board of Directors has no voting recommendation for the stockholder proposal (Proposal Five).

What happens if additional matters are presented at the 2022 Annual Meeting?

If any other matters are properly presented for consideration at the 2022 Annual Meeting, including, among other things, consideration of a motion to adjourn the 2022 Annual Meeting to another time or place (including, without limitation, for the purpose of soliciting additional proxies), the persons named as proxy holders, Ken Xie and John Whittle, or either of them, will have discretion to vote on those matters in accordance with their best judgment. Fortinet does not currently anticipate that any other matters will be raised at the 2022 Annual Meeting.

Can I change my vote?

Subject to any rules your broker, trustee or nominee may have, you may change your proxy instructions at any time before your proxy is voted at the 2022 Annual Meeting.

If you are the stockholder of record, you may change your vote: (i) by granting a new proxy bearing a later date (which automatically revokes the earlier proxy) using any of the methods described above (and until the applicable deadline for each method); (ii) by providing a written notice of revocation to Fortinet’s Corporate Secretary at Fortinet, Inc., 899 Kifer Road, Sunnyvale, California 94086 prior to your shares being voted; or (iii) by attending the 2022 Annual Meeting and voting virtually. Attendance at the meeting will not cause your previously granted proxy to be revoked unless you specifically so request.

If you are a beneficial owner of shares held in street name, you may change your vote (a) by submitting new voting instructions to your broker, trustee or nominee or (b) if you have obtained a legal proxy from the broker, trustee or nominee that holds your shares giving you the right to vote your shares, by attending the 2022 Annual Meeting and voting virtually.

What should I do if I receive more than one set of voting materials?

If you received more than one Notice, voting instruction card or set of proxy materials, your shares are registered in more than one name or brokerage account. Please follow the instructions on each Notice or voting instruction card that you receive to ensure that all of your shares are voted.

Is my vote confidential?

Proxy instructions, ballots and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within Fortinet or to third parties, except: (i) as necessary to meet applicable legal requirements; (ii) to allow for the tabulation of votes and certification of the vote; and (iii) to facilitate a successful proxy solicitation. Occasionally, stockholders provide written comments on their proxy cards, which may be forwarded to Fortinet management.

Who will serve as inspector of election?

The inspector of election will be a representative of Computershare.

Where can I find the voting results of the 2022 Annual Meeting?

We will announce preliminary voting results at the 2022 Annual Meeting. We will disclose final voting results in a Current Report on a Form 8-K filed with the SEC within four business days after the 2022 Annual Meeting.

TABLE OF CONTENTS

Who will bear the cost of soliciting votes for the 2022 Annual Meeting?

Fortinet will pay the entire cost of preparing, assembling, printing, mailing and distributing these proxy materials and soliciting votes. We may reimburse brokerage firms, custodians, nominees, fiduciaries and other persons representing beneficial owners for their reasonable expenses in forwarding solicitation material to such beneficial owners. Our directors, officers and employees may also solicit proxies in person or by other means of communication. Such directors, officers and employees will not be additionally compensated but may be reimbursed for reasonable out-of-pocket expenses in connection with such solicitation.

What is the deadline to propose actions for consideration at next year’s annual meeting of stockholders or to nominate individuals to serve as directors?

You may submit proposals, including nominations of director candidates, for consideration at future stockholder meetings.

For inclusion in Fortinet’s proxy materials — Stockholders may present proper proposals for inclusion in Fortinet’s proxy statement and for consideration at the next annual meeting of stockholders by submitting their proposals in writing to Fortinet’s Corporate Secretary in a timely manner. In order to be included in the proxy statement for the 2023 Annual Meeting, stockholder proposals must be received by Fortinet’s Corporate Secretary no later than January 2, 2023, and must otherwise comply with the requirements of Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

To be brought before the annual meeting — In addition, Fortinet’s amended and restated bylaws establish an advance notice procedure for stockholders who wish to present certain matters before an annual meeting of stockholders. In general, nominations for the election of directors may be made (i) by or at the direction of the Board of Directors or (ii) by a stockholder who has delivered written notice to Fortinet’s Secretary within the Notice Period (as defined below) and who was a stockholder at the time of such notice and as of the record date. The notice must contain specified information about the nominees and about the stockholder proposing such nominations.

Fortinet’s amended and restated bylaws also provide that the only business that may be conducted at an annual meeting is business that is (a) properly brought before the meeting pursuant to Fortinet’s proxy materials with respect to such meeting, (b) properly brought before the meeting by or at the direction of the Board of Directors or (c) properly brought before the meeting by a stockholder who has delivered written notice to Fortinet’s Corporate Secretary at its principal executive offices within the Notice Period and who was a stockholder at the time of such notice and as of the record date. The notice must contain specified information about the matters to be brought before such meeting and about the stockholder proposing such matters.

The “Notice Period” is defined as that period not less than 45 days nor more than 75 days prior to the one-year anniversary of the date on which Fortinet mailed its proxy materials or the Notice (whichever is earlier) to stockholders in connection with the preceding year’s annual meeting of stockholders. As a result, assuming a Notice mailing date of May 4, 2022, the Notice Period for the 2023 Annual Meeting will start on February 18, 2023 and end on March 20, 2023.

If a stockholder who has notified Fortinet of such stockholder’s intention to present a proposal at an annual meeting does not appear to present such stockholder’s proposal at such meeting, Fortinet need not present the proposal for vote at such meeting.

A copy of the full text of the bylaw provisions discussed above may be obtained by writing to Fortinet’s Corporate Secretary at our principal executive offices or by accessing Fortinet’s filings on the SEC’s website at www.sec.gov. All notices of proposals by stockholders, whether or not included in Fortinet’s proxy materials, should be sent to Fortinet’s Corporate Secretary at our principal executive offices.

How may I obtain a separate set of proxy materials or the 2021 Annual Report?

If you share an address with another stockholder, each stockholder may not receive a separate copy of our proxy materials and 2021 Annual Report. Stockholders who do not receive a separate copy of

TABLE OF CONTENTS

our proxy materials and 2021 Annual Report and want to receive a separate copy may request to receive a separate copy of, or stockholders may request additional copies of, our proxy materials and 2021 Annual Report by calling (408) 235-7700 or by writing to Fortinet, Inc., 899 Kifer Road, Sunnyvale, California 94086, Attention: Investor Relations. Stockholders who share an address and receive multiple copies of our proxy materials and 2021 Annual Report can also request to receive a single copy by following the instructions above.

TABLE OF CONTENTS

PROPOSAL ONE

ELECTION OF DIRECTORS

General

The Board of Directors currently consists of nine members, and our amended and restated certificate of incorporation provides that the entire Board of Directors will stand for election annually for one-year terms. Each director holds office until that director’s successor is duly elected and qualified. Our amended and restated bylaws permit the Board of Directors to establish by resolution the authorized number of directors, and nine directors are currently authorized.

Nominees

Eight candidates have been nominated for election as directors at the 2022 Annual Meeting for a one-year term expiring at the 2022 Annual Meeting. Upon recommendation of the Governance Committee of the Board of Directors (the “Governance Committee”), the Board of Directors has nominated Ken Xie, Michael Xie, Kenneth A. Goldman, Ming Hsieh, Jean Hu, William H. Neukom, Judith Sim and Admiral James Stavridis (Ret) for election as directors. Biographical information about each of the nominees is contained in the following section. A discussion of the qualifications, attributes and skills of each nominee that led the Board of Directors and the Governance Committee to the conclusion that such nominee should serve as a director has been added following each of the director and nominee biographies.

Kelly Ducourty has decided not to stand for re-election at the 2022 Annual Meeting. We thank Ms. Ducourty for her distinguished service.

Each nominee has agreed to serve if elected, and management has no reason to believe that any nominee will be unavailable to serve. In the event any nominee is unable or declines to serve as a director at the time of the 2022 Annual Meeting, the proxies will be voted for any nominee who may be proposed by the Governance Committee and designated by the present Board of Directors to fill the vacancy.

If you sign your proxy card or voting instruction card or vote by telephone or over the internet but do not give instructions with respect to the voting of directors, your shares will be voted for the nine nominees recommended by the Board of Directors. If you wish to give specific instructions with respect to the voting of directors, you may do so by indicating your instructions on your proxy or voting instruction card or when you vote by telephone or over the internet. If you do not give voting instructions to your broker, your broker will leave your shares unvoted on this matter.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF
KEN XIE, MICHAEL XIE, KENNETH A. GOLDMAN, JEAN HU, MING HSIEH, WILLIAM H. NEUKOM, JUDITH SIM AND ADMIRAL JAMES STAVRIDIS (RET).

TABLE OF CONTENTS

Information Regarding the Board of Directors and Director Nominees

The names of the members of the Board of Directors and our proposed director nominees, their respective ages, their positions with Fortinet (as applicable) and other biographical information as of March 31, 2022, are set forth below.

Messrs. Ken Xie and Michael Xie are brothers. There are no other family relationships among any of our directors or executive officers.

Name	Age	Position
Ken Xie	59	Chief Executive Officer, Chairman of the Board of Directors and Director Nominee
Michael Xie(4) ****	53	President, Chief Technology Officer, Director and Director Nominee
Kelly Ducourty(1)(4) ^	47	Director
Kenneth A. Goldman(1)(2)	73	Director and Director Nominee
Ming Hsieh(2)(3) *	66	Director and Director Nominee
Jean Hu(2) **	58	Director and Director Nominee
William H. Neukom(3)	80	Lead Independent Director and Director Nominee
Judith Sim(1)(3) ***	53	Director and Director Nominee
Admiral James Stavridis (Ret)(4)	67	Director and Director Nominee

(1)

Member of the Human Resources Committee.

(2)

Member of the Audit Committee.

(3)

Member of the Governance Committee.

(4)

Member of the Social Responsibility Committee.

Chairperson of the Governance Committee.

Chairperson of the Audit Committee.

***

Chairperson of the Human Resources Committee.

****

Chairperson of the Social Responsibility Committee.

Ms. Ducourty has decided not to stand for re-election at the 2022 Annual Meeting and her term as a director and service on the Human Resources Committee and the Social Responsibility Committee will end at the 2022 Annual Meeting.

Ken Xie has served as our Chief Executive Officer and a member of the Board of Directors since he co-founded Fortinet in October 2000. He previously served as our President until November 2013. Prior to co-founding Fortinet, Mr. Ken Xie was the Founder, President and Chief Executive Officer of NetScreen Technologies, Inc., a provider of network security products, which was acquired by Juniper Networks, Inc. in April 2004. Additionally, Mr. Ken Xie was Chief Executive Officer of SIS, Inc. and is a member of the National Academy of Engineering. In addition to the Board of Directors, Mr. Ken Xie has served on the board of directors of TeleNav, Inc. since July 2012. Mr. Ken Xie received a B.S. and an M.S. in electrical engineering from Tsinghua University in China and an M.S. in electrical engineering from Stanford University.

Mr. Ken Xie has more than 25 years of technical and management experience in the networking and security industries, which includes his roles as a founder of Fortinet, NetScreen and SIS and as President and Chief Executive Officer of each of the foregoing companies. The Board of Directors also believes Mr. Ken Xie provides valuable perspective and experience as a co-founder of Fortinet and one of its largest stockholders.

Michael Xie has served as our President and Chief Technology Officer since November 2013 and as a member of the Board of Directors since February 2001. He previously served as our Vice President of Engineering and Chief Technology Officer after co-founding Fortinet in October 2000. Prior to co-founding Fortinet, he held positions as Vice President of Engineering for ServGate Technologies, Inc., a network security provider that was acquired by Amarium Technologies, Inc. in April 2006, Software Director

TABLE OF CONTENTS

and Architect for NetScreen and Senior Software Engineer for Milkyway Networks Corporation, a network security solutions provider. Mr. Michael Xie has an M.S. in electrical engineering from the University of Manitoba in Canada, as well as a B.S. and an M.S. in automobile engineering from Tsinghua University in China.

Mr. Michael Xie has more than 20 years of technical and operational experience in the network security industry, which includes positions as the President and Chief Technology Officer of Fortinet, the Vice President of Engineering of ServGate and the Software Director and Architect of NetScreen. The Board of Directors believes that Mr. Michael Xie’s deep technical knowledge is invaluable in developing and improving Fortinet’s technology and network security products. The Board of Directors also believes Mr. Michael Xie provides valuable perspective and experience as a co-founder of Fortinet and one of its largest stockholders.

Kelly Ducourty has served as a member of the Board of Directors since April 2020. Since October 2020, Ms. Ducourty has served as Vice President, Strategy and Operations for Google Cloud, a subsidiary of Alphabet Inc. that provides cloud computing services, and previously served as Managing Director, Strategy and Operations from March 2020 to October 2020 and Managing Director, Global Enablement and Sales Activation at Google Cloud from October 2019 to March 2020. From July 1998 until October 2019, Ms. Ducourty served in various roles at Hewlett Packard Enterprise, an information technology company, including most recently in various Senior Vice President roles from November 2016 until October 2019 and as Vice President, Strategic Accounts, from September 2014 to November 2016. Ms. Ducourty received a B.A. in International Marketing Management from Bournemouth University.

Ms. Ducourty has decided not to stand for re-election at the 2022 Annual Meeting, and we thank her for her distinguished service.

Kenneth A. Goldman has served as a member of the Board of Directors since October 2020. Mr. Goldman has served as the President of Hillspire LLC, a family office management company, since September 2017. From October 2012 to June 2017, Mr. Goldman served as the Chief Financial Officer of Yahoo! Inc., a provider of internet content and services. Prior to this, Mr. Goldman was our Senior Vice President and Chief Financial Officer from September 2007 to October 2012. From January 2015 to December 2017, Mr. Goldman served as a member of the PCAOB, Standing Advisory Group. Mr. Goldman currently serves on the boards of directors of GoPro, Inc., NXP Semiconductor N.V. (“NXP”), RingCentral, Inc. and Zuora, Inc. In April 2022, NXP announced in its proxy statement that Mr. Goldman is retiring from NXP’s Board of Directors at the expiration of his current term, which ends as of NXP’s 2022 annual general meeting of shareholders, to be held on May 4, 2022. Mr. Goldman is also on the board of directors of the Value Reporting Foundation (“VRF”), which is responsible for the financing, oversight, administration and appointment of the VRF Standard Board. Mr. Goldman holds a B.S. in Electrical Engineering from Cornell University and an M.B.A. from Harvard Business School.

Mr. Goldman has developed expertise in finance, including accounting and financial reporting, as a Chief Financial Officer of Yahoo! Inc. and in other finance roles, and has career experience managing human resources and legal functions. Mr. Goldman also has over ten years of outside board experience at the aforementioned companies and numerous other public and private companies.

Ming Hsieh has served as a member of the Board of Directors since April 2013. Mr. Hsieh has served as the Chairman and Chief Executive Officer of Fulgent Therapeutics Inc., a cancer drug research and development company, since September 2012. From October 2010 to June 2012, Mr. Hsieh served as the President of 3M Cogent, Inc., a provider of global biometric identification solutions, following the acquisition of Cogent, Inc. by 3M Company in 2010. Prior to the acquisition, Mr. Hsieh served as the Chief Executive Officer, President and Chairman of the board of directors of Cogent since founding Cogent in 1990. Prior to that, Mr. Hsieh was a research and development engineer at International Rectifier Corporation, a manufacturer of semiconductors, from 1985 to 1987. Mr. Hsieh received a B.S.E.E. from the University of Southern California in 1983 and an M.S.E.E. from University of Southern California in 1984.

Mr. Hsieh has leadership, operational and executive experience by serving as Chief Executive Officer, President and Chairman of the board of directors of Cogent.

TABLE OF CONTENTS

Jean Hu has served as a member of the Board of Directors since October 2019. Since August 2016, Ms. Hu has served as Executive Vice President and Chief Financial Officer of Marvell Technology Group Ltd., a semiconductor company. Prior to Marvell, Ms. Hu served as Senior Vice President and Chief Financial Officer of QLogic Corporation, a network server and storage networking company, from April 2011 to August 2016, and as acting Chief Executive Officer of QLogic from May 2013 to February 2014 and from August 2015 to August 2016. From 2004 to 2011, Ms. Hu served in various senior positions at Conexant Systems, Inc., a semiconductor company, including as Chief Financial Officer and Senior Vice President, Business Development from December 2008 to April 2011 and as Treasurer from June 2009 until April 2011. Ms. Hu holds a B.S. in Chemical Engineering from Beijing University of Chemical Engineering and a Ph.D. in Economics from Claremont Graduate University.

Ms. Hu has extensive experience in the management of technology companies from her positions at Marvell and QLogic, and expertise in corporate financing, accounting and financial reporting.

William H. Neukom has served as a member of the Board of Directors since January 2013 and has served as our Lead Independent Director since April 2018. Mr. Neukom is the Founder and Chief Executive Officer of the World Justice Project, an organization devoted to promoting the rule of law throughout the world. He is a retired partner in the Seattle office of the international law firm K&L Gates LLP and is a lecturer at Stanford Law School, where he teaches a seminar on the rule of law. He is a member of the Dean’s Council at Stanford Law School and was its chair from 2012 to 2015. Mr. Neukom was the Chief Executive Officer of the San Francisco Giants major league baseball team from 2008 to 2011, and served as its Chairman Emeritus during 2012. He is a trustee emeritus of Dartmouth College, having served as chair of the board from 2004 to 2007, and was president of the American Bar Association from 2007 to 2008, and was awarded the ABA Medal in 2020. Mr. Neukom was previously the lead lawyer for Microsoft Corporation for nearly 25 years, managing its legal, government affairs and philanthropic activities. He retired from Microsoft as its Executive Vice President of Law and Corporate Affairs in 2002, when he returned to Preston, Gates & Ellis LLP and served as the firm’s chairman from 2003 until its merger with Kirkpatrick & Lockhart Nicholson Graham LLP in 2007. Mr. Neukom also serves on the board of several not-for-profit organizations. Mr. Neukom earned an A.B. from Dartmouth College and an LL.B. from Stanford University.

Mr. Neukom has business leadership, operational, legal and executive experience as a result of his service as Managing General Partner and Chief Executive Officer of San Francisco Baseball Associates, as President of the American Bar Association, as a partner at an international law firm and as the Executive Vice President of Law and Corporate Affairs for Microsoft. The Board of Directors believes that Mr. Neukom, with his experience with the technology industry and his expertise in legal, governance and compliance matters, brings a unique and valuable perspective to the Board of Directors.

Judith Sim has served as a member of the Board of Directors since June 2015. Ms. Sim previously held various customer-related and marketing positions at Oracle Corporation from 1991 to April 2020, including as its Chief Marketing Officer from 2005 to April 2020. Ms. Sim received a B.S. in dietetics from the University of California at Davis.

Ms. Sim has leadership and executive experience from her position as head of marketing programs at Oracle, including experience in field marketing, corporate communications, global customer programs, advertising, campaigns, events and corporate branding.

Admiral James Stavridis, USN (Ret), PhD has served as a member of the Board of Directors since October 2021. Admiral Stavridis (Ret) spent 37 years in the U.S. Navy, rising to the rank of 4-star Admiral. Among Admiral Stavridis’ (Ret) many commands were four years as the 16th Supreme Allied Commander of NATO, leading the NATO Alliance in global operations and where his responsibilities included cybersecurity. He was the longest serving Combatant Commander in recent U.S. history. In the course of his Navy career, Admiral Stavridis (Ret) served as senior military assistant to the Secretary of the Navy and the Secretary of Defense. He led the Navy’s premier operational think tank for innovation, Deep Blue. Following his military career, Admiral Stavridis (Ret) served for five years as the 12th Dean of The Fletcher School of Law and Diplomacy at Tufts University. While Dean, he created a blended master’s degree in cyber and international relations at Tufts. He is a nationally recognized cybersecurity expert and routinely teaches on cyber challenges and offers insights via speaking appearances. He is currently Managing Director and Vice Chairman, Global Affairs of The Carlyle Group and is Chair of the Board of Trustees of the

TABLE OF CONTENTS

Rockefeller Foundation. Admiral Stavridis (Ret) attended the U.S. Naval Academy at Annapolis and earned a PhD in international relations from The Fletcher School at Tufts University.

Admiral Stavridis (Ret) has extensive government and leadership experience as a result of his military service. The Board of Directors believes that Admiral Stavridis (Ret), with his experience with NATO and his expertise governance matters, brings a unique and valuable perspective to the Board of Directors

Director Expertise and Experience

The Board of Directors is comprised of a diverse mix of directors with complementary expertise and experience, as summarized in the table below. Our directors may also have limited expertise and experience in addition to what is reflected in the “Number of Directors” column below. The “Number of Directors” columns below include Kelly Ducourty, who has decided not to stand for re-election at the 2022 Annual Meeting and whose term as a director will end at the 2022 Annual Meeting.

Expertise, Experience or Attribute	Description	Number of Directors
Cybersecurity	Extensive knowledge of corporate and global issues related to cybersecurity challenges within private and public organizations.	3 of 9
Technology and Product Development	Significant background working in the technology industry and in management of technology companies; experience in product development, including engineering and design.	8 of 9
Leadership	Extensive executive, director or management experience from leadership and governance roles in corporations, government or public organizations.	9 of 9
Public Service and Legal	Dedication to public service through leadership of government, non-governmental organizations and not-for-profit institutions; extensive experience in legal and compliance matters.	4 of 9
Finance	Leadership of a financial firm or management of the finance function of an enterprise, resulting in financial proficiency and expertise.	2 of 9
Sales and Marketing	Experience in sales or marketing, and leadership of corporate sales or marketing functions.	2 of 9

Board Diversity Matrix

We believe that representation of gender, ethnic, geographic, cultural or other perspectives expands the Board of Directors’ understanding of the needs and viewpoints of our customers, partners, employees and other stakeholders. The following matrix discloses the gender and demographic backgrounds of our directors, as self-identified by its members in accordance with Nasdaq Listing Rule 5606. Some of the columns below include Kelly Ducourty, who has decided not to stand for re-election at the 2022 Annual Meeting and whose term as a director will end at the 2022 Annual Meeting.

	Female		Male		Non-Binary		Did Not Disclose Gender
Part I: Gender Identity
Directors		3		6		—		—
Part II: Demographic Background
African American or Black		—		—
Alaskan Native of Native American		—		—
Asian		2		3

TABLE OF CONTENTS

	Female		Male		Non-Binary	Did Not Disclose Gender
Hispanic or Latinx		—		—
Native Hawaiian or Pacific Islander		—		—
White		1		3
Two or more Races or Ethnicities		—		—
LGBTQ+		—		—
Military Veteran		—		1
Did Not Disclose Demographic Background		—		—

Director Tenure and Age Distribution

We also believe that our current Board of Directors composition represents an effective balance with respect to director tenure and age. Recent director additions provide the Board of Directors with fresh perspectives and diverse experiences, while directors with longer tenure provide continuity and valuable insight into our business and strategy. The following tables provide information regarding the current tenure and age distribution of the Board of Directors (as of March 31, 2022). The following tables include Kelly Ducourty, who has decided not to stand for re-election at the 2022 Annual Meeting and whose term as a director will end at the 2022 Annual Meeting.

Tenure	Number of Directors	Age	Number of Directors
More than 10 years	2	70+ years	2
6 – 10 years	2	61 – 70 years	2
0 – 5 years	5	45 – 60 years	5

Board Evaluations

The Board of Directors is committed to a robust self-evaluation process designed for continuous improvement. To achieve this, the Board of Directors conducts an annual self-evaluation for itself and its committees. As part of this process, each member of the Board of Directors completes a survey conducted by a third-party consulting firm to provide feedback on the processes, structure, composition and effectiveness of the Board of the Directors. The survey is a detailed written questionnaire designed to help the Board of Directors assess the performance of the Board of Directors and its committees, their own individual performance and the individual performances of fellow directors. The third-party consulting firm also collects feedback on the Board of Directors as a whole and each individual director from key members of management. The feedback received from the Board of Directors and management is shared first with the Governance Committee, and then made available to the individual directors and the full Board of Directors.

The Board of Directors evaluation process is used:

•

by the Board of Directors and the Governance Committee to assess the current composition of the Board of Directors and its committees and make recommendations for the qualifications, expertise and characteristics we should seek in identifying potential new directors;

•

by the Board of Directors and the Governance Committee to identify the strengths and areas of opportunity of each member of the Board of Directors, the Board of Directors as a whole and each committee;

•

by the Board of Directors to provide insight into how the Board as a whole, each committee and each member of the Board of Directors can be most valuable;

•

to improve agenda topics of the Board of Directors and its committees so that information they receive enables them to effectively address the issues they consider most critical; and

•

by the Governance Committee as part of its annual review of each director’s performance when considering whether to recommend the nomination of the director for re-election to the Board of Directors.

See “Corporate Governance” and “Executive Compensation — Compensation of Directors” for additional information regarding the Board of Directors.

TABLE OF CONTENTS

PROPOSAL TWO

RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

General

The Audit Committee of the Board of Directors (the “Audit Committee”) has selected Deloitte & Touche LLP as Fortinet’s independent registered public accounting firm to audit the financial statements of Fortinet for the fiscal year ending December 31, 2022, which will include an audit of the effectiveness of Fortinet’s internal control over financial reporting. A representative of Deloitte & Touche LLP is expected to be present at the 2022 Annual Meeting, will have the opportunity to make a statement if such representative desires to do so and is expected to be available to respond to appropriate questions.

If the appointment is not ratified, the Audit Committee will consider whether it should select other independent auditors. Even if the appointment is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm as Fortinet’s independent auditors at any time during the year if the Audit Committee determines that such a change would be in Fortinet’s and its stockholders’ best interests.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS FORTINET’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2022.

Principal Accounting Fees and Services

The following table presents fees billed for professional audit services and other services rendered to Fortinet by Deloitte & Touche LLP for the years ended December 31, 2021 and December 31, 2020.

	2021			2020
Audit Fees(1)		$	3,109,169		$	2,850,299
Audit-Related Fees(2)			969,300			650,000
Tax Fees(3)			619,244			640,361
All Other Fees (4)			—			1,895
Total		$	4,697,713		$	4,142,555

(1)

Audit Fees consist of fees for professional services provided in connection with the audit of our annual consolidated financial statements, audit of our internal control over financial reporting, the review of our quarterly consolidated financial statements and audit services that are normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings for those fiscal years.

(2)

Audit-Related Fees consist of fees for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and which are not reported under Audit Fees above. In 2021, Audit-Related Fees related primarily to the debt offering, business combination and equity investment.

(3)

Tax Fees consist of fees for services related to federal and state income tax compliance, transfer pricing review, reports related to research and development credits, country-by-country reporting, the Foreign Derived Intangible Income and U.S. tax reform.

(4)

All Other Fees consist of products and services provided by Deloitte & Touche LLP that are not included in the service categories reported above.

TABLE OF CONTENTS

Approval of Audit and Non-Audit Services

Pursuant to its charter, the Audit Committee is required to (i) review and approve, in advance, the scope and plans for all audits and audit fees and (ii) approve, in advance, all non-audit services to be performed by our independent auditor that are not otherwise prohibited by law and any associated fees.

All Deloitte & Touche LLP services and fees in fiscal 2021 and fiscal 2020 were approved by the Audit Committee.

TABLE OF CONTENTS

PROPOSAL THREE

ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

As required by Section 14A of the Exchange Act and the corresponding rules of the SEC, Fortinet is seeking stockholder approval, on an advisory and non-binding basis, of the compensation of our named executive officers as disclosed in accordance with the SEC’s rules in the “Executive Compensation” section of this proxy statement. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on our named executive officers’ compensation as a whole. This vote is not intended to address any specific item of compensation or any specific named executive officer but rather the overall compensation of all of our named executive officers and the compensation philosophy, policies and practices described in this proxy statement.

The say-on-pay vote is advisory, and therefore not binding on Fortinet, the Human Resources Committee or the Board of Directors. Following the 2022 Annual Meeting, the next such non-binding advisory vote to approve our named executive officers’ compensation as a whole is scheduled to occur at the 2023 Annual Meeting.

The Board of Directors and the Human Resources Committee value the opinions of our stockholders and the say-on-pay vote provides information to us regarding stockholder sentiment about our executive compensation philosophy, policies and practices, which the Human Resources Committee will be able to consider when determining executive compensation for the remainder of the current fiscal year and beyond. To the extent there is any significant vote against the compensation of our named executive officers as disclosed in this proxy statement, we will consider our stockholders’ concerns, and the Human Resources Committee will evaluate whether any actions are necessary to address those concerns. We believe that the information we have provided in the “Executive Compensation” section of this proxy statement, and in particular the information discussed in “Executive Compensation — Compensation Discussion and Analysis,” demonstrates that our executive compensation program was designed appropriately and is working to ensure our executive officers’ interests are aligned with our stockholders’ interests. Accordingly, we ask our stockholders to vote “FOR” the following resolution at the 2022 Annual Meeting:

“RESOLVED, that Fortinet’s stockholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in Fortinet’s proxy statement for the 2022 Annual Meeting pursuant to the Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables and narrative discussion and the other related disclosure.”

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THIS PROPOSAL.

TABLE OF CONTENTS

PROPOSAL FOUR

ADOPTION OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO IMPLEMENT FIVE-FOR-ONE FORWARD STOCK SPLIT

The Board of Directors has deemed it advisable and in the best interests of our stockholders to effect a five-for-one forward split of our common stock. The trading price of our common stock has experienced significant growth since our initial public offering in 2009. The Board of Directors regularly evaluates the effect of such growth on the liquidity and marketability of our common stock and believes the considerable appreciation in the trading price of our common stock makes our common stock less affordable on a per-share basis to certain of our investors and employees. The per share closing stock price of our common stock on March 31, 2022 was $341.74. The Board of Directors believes effecting a five-for-one stock split would make our shares more affordable, attract a broader group of potential investors and employees and increase liquidity in the trading of shares of our common stock.

At present, our amended and restated certificate of incorporation authorizes the issuance of up to 300,000,000 shares of common stock, par value $0.001 per share, and 10,000,000 shares of preferred stock, par value $0.001 per share. As of March 31, 2022, 160,266,932 shares of common stock were issued and outstanding. Of the unissued shares, approximately 17,131,647 shares of common stock were reserved for issuance under our Amended and Restated 2009 Equity Incentive Plan (the “2009 Plan”). No shares of preferred stock have been issued.

On April 14, 2022, subject to approval by our stockholders, the Board of Directors approved the Restated Certificate, which: (i) effects a five-for-one forward stock split of our common stock (the “Stock Split”); (ii) proportionally increases the number of authorized shares of our common stock from 300,000,000 to 1,500,000,000 (the “Share Increase”); and (iii) makes certain other changes to our existing amended and restated certificate of incorporation in order to remove certain no longer applicable provisions thereof relating to the transition from the classified Board of Directors that we had prior to 2018 to the declassified Board of Directors that is now in place. The additional shares of common stock would have rights identical to the currently outstanding common stock.

The Board of Directors recommends that our stockholders approve the Restated Certificate in order to effect the Stock Split and the Share Increase. A copy of the Restated Certificate is attached as Appendix B to this Proxy Statement, which Restated Certificate also sets forth the procedure for the Stock Split. Additions to our existing amended and restated certificate of incorporation are indicated by underlining, and deletions are indicated by strikethroughs.

If our stockholders approve the Restated Certificate, the Stock Split and Share Increase would become effective upon the filing and effectiveness of the Restated Certificate with the Secretary of State of the State of Delaware. It is expected that this filing will take place promptly following the stockholders’ approval of the Restated Certificate. The Board of Directors reserves the right, notwithstanding stockholder approval and without further action by our stockholders, to elect not to proceed with the Stock Split and Share Increase if, at any time prior to filing the Restated Certificate, the Board of Directors, in its sole discretion, determines that it is no longer in our best interests and the best interests of our stockholders to proceed with the Stock Split and Share Increase.

Upon filing and effectiveness of the Restated Certificate with the Secretary of State of the State of Delaware effecting the Stock Split and Share Increase, the Stock Split and Share Increase shall occur without any further action on the part of Fortinet or the holders of shares of our common stock. Book-entries dated as of a date prior to the effective time of the Stock Split representing outstanding shares of common stock shall, immediately after the effective time of the stock split, represent a number of shares equal to the same number of shares of common stock as is reflected on the book-entries, multiplied by five.

Following the Stock Split, if ultimately implemented, we currently estimate that we will have approximately 801,344,655 shares of common stock outstanding, based on the number of shares of common stock that were issued and outstanding as of the Record Date. We also will have reserved for issuance the maximum number of shares of common stock subject to options and other awards which have been granted or may be granted under the 2009 Plan, which provide that the number of shares of common stock reserved for issuance shall be appropriately adjusted in the event of a stock split.

TABLE OF CONTENTS

The Board of Directors believes it is in our best interests to increase proportionately the number of authorized shares of common stock so as to accommodate the Stock Split and so as to have additional authorized but unissued shares available for issuance by the Board of Directors in connection with any future stock dividends or splits, grants under the 2009 Plan, financings, mergers or acquisitions and for other general corporate purposes without the delay and expense associated with convening a special stockholders’ meeting or soliciting stockholders’ written consents. Aside from the shares currently reserved or to be reserved for issuance under the 2009 Plan, the Board of Directors has not authorized the issuance of any additional shares of common stock, and there are no current agreements or commitments for the issuance of additional shares.

Stockholders’ current ownership of common stock will not give them automatic rights to purchase any of the additional authorized shares of common stock. If the Restated Certificate is adopted, the additional authorized shares of common stock will be available for issuance from time to time at the discretion of the Board of Directors without further action by the stockholders, except where stockholder approval is required by Nasdaq or to obtain favorable tax treatment for certain employee benefit plans. Article IV of our amended and restated certificate of incorporation authorizes the Board of Directors, without further stockholder approval, to issue preferred stock having such designations, powers, preferences and rights as may be determined by the Board of Directors. Any future issuance of additional authorized shares of common stock may, among other things, dilute the earnings per share of the common stock and the equity and voting rights of those holding common stock at the time the additional shares are issued. Issuance of shares of preferred stock would dilute the earnings per share and book value per share of existing shares of common stock. Holders of preferred stock would have such voting rights as may be provided for by law and as determined by the Board of Directors.

Although an increase in the authorized shares of common stock could, under certain circumstances, be construed as having an anti-takeover effect (for example, by diluting the stock ownership of a person seeking to effect a change in the composition of the Board of Directors or contemplating a tender offer or other transaction for the combination of our company with another company), the Board of Directors is not proposing to adopt the Restated Certificate in response to any effort to accumulate our stock or obtain control of the company by means of a merger, tender offer or solicitation in opposition of management. Also, while we have no present intention to issue shares of preferred stock in a manner which would have an anti-takeover effect or otherwise, the issuance of preferred stock could have certain other anti-takeover effects under certain circumstances. Since the voting rights to be accorded to any series of preferred stock remain to be fixed by the Board of Directors, the holders of preferred stock may be authorized by the Board of Directors to vote separately as a class in connection with approval of certain extraordinary corporate transactions or be given a large number of votes per share. Such preferred stock could also be convertible into a large number of shares of common stock under certain circumstances or have other terms which might render the acquisition of a controlling interest in us more difficult or more costly. Shares of preferred stock could be privately placed with purchasers who might side with the management of Fortinet in opposing a hostile tender offer or other attempt to obtain control. The issuance of preferred stock as an anti-takeover device might preclude stockholders from taking advantage of a situation which might be favorable to their interests.

As set forth our amended and restated certificate of incorporation, the affirmative vote of the holders of at least 66 2∕3% of the voting power of all of the shares of our common stock outstanding as of the Record Date is required for approval of the Restated Certificate.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THIS PROPOSAL.

TABLE OF CONTENTS

PROPOSAL FIVE

THE BOARD OF DIRECTORS HAS NO VOTING RECOMMENDATION FOR
THE FOLLOWING STOCKHOLDER PROPOSAL

Management has been advised that John Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach, California 90278, intends to submit the following proposal at the meeting.

Stockholder Proposal

Proposal Five — Simple Majority Vote

RESOLVED, Shareholders request that our board take the necessary steps so that each voting requirement in our charter and bylaws (that is explicit or implicit due to default to state law) that calls for a greater than simple majority vote be replaced by a requirement for a majority of the votes cast for and against such proposals, or a simple majority in compliance with applicable laws. If necessary this means the closest standard to a majority of the votes cast for and against such proposals consistent with applicable laws. This includes any existing supermajority vote requirement that results from default to state law and can be subject to elimination.

Shareholders are willing to pay a premium for shares of companies that have excellent corporate governance. Supermajority voting requirements have been found to be one of 6 entrenching mechanisms that are negatively related to company performance according to “What Matters in Corporate Governance” by Lucien Bebchuk, Alma Cohen and Allen Ferrell of the Harvard Law School. Supermajority requirements are used to block proposals supported by most shareholders but opposed by a status quo management.

This proposal topic won from 74% to 88% support at Weyerhaeuser, Alcoa, Waste Management, Goldman Sachs, FirstEnergy, McGraw-Hill and Macy’s. The proponents of these proposals included Ray T. Chevedden and William Steiner. The votes would have been higher than 74% to 88% if more shareholders had access to independent proxy voting advice.

Church & Dwight shareholders gave 99% support to a 2020 proposal on this same topic. This proposal topic also won 99%-support at the 2021 Conoco Phillips annual meeting.

Currently Fortinet has a 67% vote requirement. This means that an 87% vote from the shares that vote at the Fortinet annual meeting are required to meet the 67% voting requirement — an almost impossible requirement.

This is not the only shortcoming in Fortinet corporate governance. Mr. Kenneth Goldman joined the Fortinet Board of Directors in October 2020 and received 40 times the negative votes as most of the other Fortinet directors in 2021.

Please vote yes:

Simple Majority Vote — Proposal Five

Voting Requirement to Approve Proposal

The affirmative vote of a majority of the shares of our common stock that are present in person or represented by proxy at the 2022 Annual Meeting and entitled to vote is required to approve Proposal Five.

Board of Directors’ Response

The Board of Directors has considered the proposal set forth above relating to the removal of supermajority voting standards in our amended and restated certificate of incorporation and amended and restated bylaws and has determined to make no voting recommendation to our stockholders. The proposal is advisory in nature only. Stockholders should note that approval of this proposal would not, by itself, implement a majority voting standard as described in the proposal, and the Board of Directors and our

TABLE OF CONTENTS

stockholders would need to take subsequent action to amend our amended and restated certificate of incorporation and/or our amended and restated bylaws.

The affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at a meeting and entitled to vote on the subject matter is the voting standard for nearly all matters voted upon by our stockholders. Our use of supermajority voting standards is limited in our amended and restated certificate of incorporation and our amended and restated bylaws solely to certain amendments of each such governing document. This limited use of supermajority voting standards has been approved by our stockholders on multiple occasions, most recently at our 2018 Annual Meeting of Stockholders when stockholders approved our current amended and restated certificate of incorporation by 99% of shares present at the meeting (i.e. excluding broker non-votes). We believe higher voting requirements are appropriate in limited circumstances because certain fundamental matters should require broad support and consensus from our stockholders. In addition, under a majority voting standard as proposed, holders of a significant minority of our outstanding shares could approve certain fundamental corporate changes without broad stockholder support, as a mere majority of the votes cast at a meeting could in many cases represent significantly less than a majority of our shares outstanding.

However, we recognize that some stockholders prefer a universal majority voting standard. As such, we want to use this proposal as an opportunity for stockholders to express their views on this subject. We will consider the voting results on this proposal, together with additional stockholder input received in the course of

SEC Form DEF 14A filed by Fortinet Inc.