Fortinet Inc

This summary highlights information contained elsewhere in this Proxy Statement for the Annual Meeting (this “Proxy Statement”). This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. References to our website in this Proxy Statement are not intended to function as hyperlinks and the information contained on our website is not intended to be incorporated into this Proxy Statement. In this Proxy Statement, we refer to Fortinet, Inc. as “Fortinet,” “we,” “us” or “our.”

Financial and Business Highlights

The list below highlights our financial highlights for 2023.

• Total revenue was $5.30 billion for 2023, an increase of 20% compared to $4.42 billion in 2022.

• Product revenue was $1.93 billion for 2023, an increase of 8% compared to $1.78 billion in 2022.

• Service revenue was $3.38 billion for 2023, an increase of 28% compared to $2.64 billion in 2022.

• Total gross profit was $4.07 billion in 2023, an increase of 22% compared to $3.33 billion in 2022.

• Operating income was $1.24 billion in 2023, an increase of 28% compared to $969.6 million in 2022.

• Cash flows from operating activities were $1.94 billion in 2023, an increase of $204.9 million, or 12%, compared to 2022.

CORPORATE Social RESPONSIBILITY Highlights

We are committed to corporate social responsibility (“CSR”) and responsible environmental, social and governance (“ESG”) practices. The list below includes some of our CSR and ESG highlights for 2023, as well as ongoing highlights, as discussed further in this Proxy Statement.

• We are a member of the Dow Jones Sustainability World and North America Indices for the second consecutive year.

• We are engaged on a decarbonization path to reach net zero for our Scope 1 and Scope 2 emissions by 2030 and are committed to the Science-Based Targets Initiative (“SBTi”). In 2023, over 80% of our owned and occupied sites used renewable electricity.

• In 2023, we obtained the ISO14001 certification for our largest company-owned warehouse in Union City, California. On the product side, we have continued to be a leader on energy efficiency with the launch of our SP5 ASIC and our FortiGate-90G model.

• Since 2022, we have trained over 430,000 individuals, representing 43% of our goal to train 1,000,000 people in cybersecurity by 2026.

• Our Information Security Management System undergoes continuous enhancement in alignment with internationally recognized standards. In 2023, Fortinet renewed 30 cybersecurity certifications and obtained 17 new certifications.

• The Social Responsibility Committee of the Board of Directors (the “Social Responsibility Committee”) helps ensure corporate social responsibility is a high priority of ours and is reviewed and supported at the highest level.

•We publicly issued our 2023 Sustainability Report detailing our progress on sustainability matters.

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.

• 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 on progress around diversity, equity and inclusion initiatives.

• The Social Responsibility Committee oversees our 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, the 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.

• In 2023, following the recommendation of the Board of Directors, our stockholders approved, and we adopted, amendments to our certificate of incorporation and our bylaws to remove the supermajority voting requirements.

• 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 our 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.

STOCKHOLDER ENGAGEMENT

The Board of Directors and our executive management team are committed to actively engaging with our stockholders and maintaining a regular dialogue with our stockholders. We meet with current stockholders and prospective stockholders through meetings at our headquarters, investor conferences, roadshows and via videoconferences. These meetings allow stockholders the opportunity to provide feedback on our financial performance, corporate governance, executive compensation, environmental and sustainability matters and corporate responsibility initiatives. Members of the Board of Directors and our executive management and investor relations teams participate in meetings with stockholders. In 2023, we engaged in discussions with approximately 170 stockholders representing approximately 50% of our institutional share count.

Key themes from our engagement with stockholders and the actions we took in response include:

FORTINET, INC.

909 Kifer Road

Sunnyvale, California 94086