--- schema_version: "secwatch.filing_event.v1" accession: "0001262039-23-000024" form_type: "8-K" ticker: "FTNT" cik: "0001262039" company_name: "Fortinet, Inc." filed_at: "2023-06-23T23:59:59+00:00" generated_at: "2026-06-13T17:39:56.923323+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.6 calibrated_materiality_score: 0.6 confidence: "high" source: SEC EDGAR --- # Fortinet shareholders approve removal of supermajority voting and officer exculpation amendments ## Summary - Approved removal of supermajority voting requirement with 604,289,555 votes for and 1,586,630 against. - Approved officer exculpation amendment with 546,143,325 votes for and 59,331,264 against. - Elected eight directors including Ken Xie and Michael Xie with votes ranging from 514M to 602M for. - Ratified Deloitte & Touche as independent auditor for 2023 with 645,204,890 votes for. - Advisory vote on executive compensation approved with 543,924,849 for and 61,649,084 against. ## SEC filing metadata - accession: 0001262039-23-000024 - form_type: 8-K - ticker: FTNT - cik: 0001262039 - company_name: Fortinet, Inc. - filed_at: 2023-06-23T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.6 - calibrated_materiality_score: 0.6 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1262039/000126203923000024/0001262039-23-000024-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1262039/000126203923000024/ftnt-20230616.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001262039-23-000024 - JSON: https://secwatch.observer/filing/0001262039-23-000024.json - Plain text: https://secwatch.observer/filing/0001262039-23-000024.txt ## Key facts - Governance Changes Fortinet, Inc.: Stockholders approved an amendment to permit exculpation of officers from personal liability for certain breaches of the duty of care (Officer Exculpation Amendment) (effective 2023-06-21). - Change: charter amendment - Effective: 2023-06-21 source text: the adoption of an amendment to the Current Certificate to permit the exculpation of officers by Fortinet from personal liability for certain breaches of the duty of care (the “Officer Exculpation Amendment") evidence_url: https://www.sec.gov/Archives/edgar/data/1262039/000126203923000024/0001262039-23-000024-index.htm - Governance Changes Fortinet, Inc.: Restated Bylaws became effective to remove the supermajority voting requirement (effective 2023-06-21). - Change: bylaw amendment - Effective: 2023-06-21 source text: The Board previously also approved amended and restated bylaws (the “Restated Bylaws”), which became effective upon the effectiveness of the Majority Voting Amendment. The Restated Bylaws remove the supermajority voting requirement in Fortinet’s current amended and restated bylaws. evidence_url: https://www.sec.gov/Archives/edgar/data/1262039/000126203923000024/0001262039-23-000024-index.htm - Governance Changes Fortinet, Inc.: Stockholders approved an amendment to remove the supermajority voting requirement from the certificate of incorporation (Majority Voting Amendment) (effective 2023-06-21). - Change: charter amendment - Effective: 2023-06-21 source text: Fortinet’s stockholders approved (i) the adoption of an amendment to Fortinet’s amended and restated certificate of incorporation (the “Current Certificate”) to remove the supermajority voting requirement (the “Majority Voting Amendment") evidence_url: https://www.sec.gov/Archives/edgar/data/1262039/000126203923000024/0001262039-23-000024-index.htm - Shareholder Votes Fortinet, Inc. shareholders approved Advisory vote on the frequency of future advisory votes on named executive officer compensation. - Proposal: say on pay frequency - Outcome: passed source text: Fortinet’s stockholders cast their votes with respect to the advisory vote on the frequency of future advisory votes on named executive officer compensation by the following votes: evidence_url: https://www.sec.gov/Archives/edgar/data/1262039/000126203923000024/0001262039-23-000024-index.htm - Shareholder Votes Fortinet, Inc. shareholders approved Ratification of appointment of Deloitte & Touche LLP as Fortinet’s independent registered accounting firm for the fiscal year ending December 31, 2023 at the 2023-12-31 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-12-31 source text: Fortinet’s stockholders ratified the appointment of Deloitte & Touche LLP as Fortinet’s independent registered accounting firm for the fiscal year ending December 31, 2023 by the following votes: evidence_url: https://www.sec.gov/Archives/edgar/data/1262039/000126203923000024/0001262039-23-000024-index.htm - Shareholder Votes Fortinet, Inc. shareholders approved Election of eight directors, each to serve for a one-year term expiring at the 2024 Annual Meeting of Stockholders. - Proposal: director election - Outcome: passed source text: Fortinet’s stockholders approved the election of eight directors to Fortinet’s Board of Directors, each to serve for a one-year term expiring at the 2024 Annual Meeting of Stockholders and until such director’s successor is elected and qualified, by the following votes: evidence_url: https://www.sec.gov/Archives/edgar/data/1262039/000126203923000024/0001262039-23-000024-index.htm - Shareholder Votes Fortinet, Inc. shareholders approved Adoption of amendment to certificate of incorporation to remove the supermajority voting requirement. - Proposal: charter amendment - Outcome: passed source text: Fortinet’s stockholders approved the adoption of the Majority Voting Amendment by the following votes: evidence_url: https://www.sec.gov/Archives/edgar/data/1262039/000126203923000024/0001262039-23-000024-index.htm - Shareholder Votes Fortinet, Inc. shareholders approved Advisory vote on named executive officer compensation. - Proposal: say on pay - Outcome: passed source text: Fortinet’s stockholders cast their votes with respect to the advisory vote on Fortinet’s named executive officer compensation as follows: evidence_url: https://www.sec.gov/Archives/edgar/data/1262039/000126203923000024/0001262039-23-000024-index.htm - Shareholder Votes Fortinet, Inc. shareholders approved Adoption of amendment to certificate of incorporation to permit the exculpation of officers by Fortinet from personal liability for certain breaches of the duty of care. - Proposal: charter amendment - Outcome: passed source text: Fortinet’s stockholders approved the adoption of the Officer Exculpation Amendment by the following votes: evidence_url: https://www.sec.gov/Archives/edgar/data/1262039/000126203923000024/0001262039-23-000024-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.