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Fortinet logoFortinet FTNT

The company said its Board increased the size of the Board from 9 to 10 directors on November 6, 2024 and appointed Janet Napolitano as a director to fill the newly created seat, effective November 7, 2024.

8-KDeparture or Appointment of Directors or Certain OfficersFiled Period of report Summary published (UTC)

Key points

AI summary
  1. The company said its Board increased the size of the Board from 9 to 10 directors on November 6, 2024 and appointed Janet Napolitano as a director to fill the newly created seat, effective November 7, 2024.

  2. Fortinet said Napolitano will serve until the 2025 Annual Meeting and has not yet been appointed to any board committees. It said it will file an amendment to this Form 8-K to disclose any such appointments after they are made.

  3. Fortinet said Napolitano is expected to receive an annual cash retainer of $55,000 and, subject to board approval, restricted stock units. The RSUs will vest on the day before the 2025 Annual Meeting, and under the change of control agreement, unvested equity awards will vest immediately prior to a change of control.

  4. Fortinet said the press release describes Janet Napolitano as Governor of Arizona (2003-2009), Secretary of Homeland Security (2009-2013) and President of the University of California (2013-2020), and that she currently serves on the boards of Vir Biotechnology and Zoom.

Summary

AI-written

Analysis scope · Filing body and confirmed press-release exhibitWe analyzed the filing body and confirmed exhibits. This is not a review of other exhibits, investor presentations or the full earnings call.

Board expanded and Janet Napolitano appointed

The company said its Board increased the size of the Board from 9 to 10 directors on November 6, 2024 and appointed Janet Napolitano as a director to fill the newly created seat, effective November 7, 2024.

Source · Based on the filing body and exhibits

Term and committee assignment status

Fortinet said Napolitano will serve until the 2025 Annual Meeting and has not yet been appointed to any board committees. It said it will file an amendment to this Form 8-K to disclose any such appointments after they are made.

Source · Based on the filing body and exhibits

Non-employee director pay and agreement terms

Fortinet said Napolitano is expected to receive an annual cash retainer of $55,000 and, subject to board approval, restricted stock units. The RSUs will vest on the day before the 2025 Annual Meeting, and under the change of control agreement, unvested equity awards will vest immediately prior to a change of control.

Source · Based on the filing body and exhibits

Background and experience of appointee

Fortinet said the press release describes Janet Napolitano as Governor of Arizona (2003-2009), Secretary of Homeland Security (2009-2013) and President of the University of California (2013-2020), and that she currently serves on the boards of Vir Biotechnology and Zoom.

Source · Based on the filing body and exhibits

AI summarized the filing and translated the summary into English; it may differ from the original. For reference only, not investment advice. AI translated the published Korean report into English. Figures are copied as filed, not recalculated.

Original filing

The filing as submitted to SEC EDGAR. You can check the figures and statements of this summary against it.

Source: SEC EDGAR (U.S. Securities and Exchange Commission). Item captions are the SEC's. The summary is for reference only and is not investment advice.