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Fortinet, Inc.

For the period ended Jun 12, 2026. Filed Apr 29, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 12, 2026 · Filed Apr 29, 2026

FTNT$118.84-3.0%Stored close · as of Nov 6, 2026
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Contents

PROXY SUMMARY

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

Financial and Business Highlights

The list below highlights our financial highlights for 2025.

Total revenue was $6.80 billion for 2025, an increase of 14% compared to $5.96 billion in 2024.

Service revenue was $4.58 billion for 2025, an increase of 13% compared to $4.05 billion in 2024.

Total gross profit was $5.47 billion in 2025, an increase of 14% compared to $4.80 billion in 2024.

Operating income was $2.08 billion in 2025, an increase of 16% compared to $1.80 billion in 2024.

Cash flows from operating activities were $2.59 billion in 2025, an increase of $332.5 million, or 15%, compared to 2024.

CORPORATE Social RESPONSIBILITY Highlights

We are committed to corporate social responsibility (“CSR”) practices. The list below includes some of our CSR highlights for 2025, as well as ongoing highlights, as discussed further in this Proxy Statement.

We are engaged on a decarbonization path to meet our near-term carbon reduction targets by 2030 validated by the Science-Based Target Initiative (“SBTi”). In 2025, 87% of our owned sites (by square footage) used 100% renewable electricity.

On the product side, we have continued to be a leader in energy efficiency with the launch of our SP5 ASIC and our FortiGate-90G model. The new models launched in 2025 consume up to 62% less power than the previous generation of equivalent models.

We minimize packaging waste by using reusable, recyclable, and eco-friendly materials including 27 FSC-certified models and prioritize plastic-free packaging for 103 top-selling models.

We submitted our survey on the environment to CDP, which is a non-profit organization that runs the global disclosure system for companies to manage their environmental impacts and have increased our score to a B, reflecting our commitment to climate action and transparency.

Since 2022, Fortinet has trained more than 914,800 individuals in cybersecurity, reaching 91% of our five-year goal. We are on track to achieve our goal of training one million individuals in cybersecurity by the end of 2026.

Our Information Security Management System undergoes continuous enhancement in alignment with internationally recognized standards. In 2025, Fortinet renewed 90 information security certifications.

We publicly issued our annual 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 (six out of eight current directors). If Mr. Kan is elected to the Board of Directors, seven out of nine directors will be independent.

Our Lead Independent Director is elected annually, to serve and function separately from the Chairman of the Board of Directors. In 2025, our directors re-elected Lead Independent Director, Judith Sim, who has been re-elected again in 2026.

All committees of the Board of Directors are composed of independent directors, with the exception of the Cybersecurity Committee.

The Governance and Social Responsibility Committee of the Board of Directors (the “Governance and Social Responsibility Committee”) oversees our CSR strategy, initiatives and 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 2025, we engaged in discussions with approximately 135 stockholders representing approximately 35% of the shares of common stock held by our institutional investors.

PROPOSAL ONEBOARD’SRECOMMENDATION:“FOR” each of the nominees
ELECTION OF DIRECTORS
We are asking our stockholders to elect nine directors for a one-year term expiring at Fortinet’s 2027 Annual Meeting of Stockholders (the “2027 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 nine nominees standing for election. All of the nominees are currently serving as directors, except for Mr. Kan. Additional information about our director nominees and their respective qualifications can be found under the section titled “Proposal One — Election of Directors — Nominees to the Board of Directors.”
NameAgeDirector Since
Ken Xie63October 2000
Michael Xie57February 2001
Kenneth A. Goldman76October 2020
Ming Hsieh70April 2013
Jean Hu62October 2019
Janet Napolitano68November 2024
Judith Sim57June 2015
Admiral James Stavridis (Ret)71October 2021
Derek Kan47N/A
PROPOSAL TWOBOARD’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, 2026. Information regarding fees paid to Deloitte & Touche LLP during 2025 and 2024 can be found under the section titled “Proposal Two — Ratification of Appointment of Independent Registered Public Accounting Firm.”
PROPOSAL THREEBOARD’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 rules of the Securities and Exchange Commission (the “SEC”) 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”

FORTINET, INC.

909 Kifer Road

Sunnyvale, California 94086

FOR 2026 ANNUAL MEETING OF STOCKHOLDERS

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.