Not independent
Tenure on this board
25.7 yrs
9 nominees · 3 ballot items.
Election of nine directors; Ratification of Deloitte & Touche LLP as independent auditors; Advisory approval of named executive officer compensation.
Elect nine director nominees to serve one-year terms until the 2027 Annual Meeting.
Ratify Deloitte & Touche LLP as Fortinet’s independent registered public accounting firm for fiscal year ending December 31, 2026.
This proposal asks shareholders to ratify the Audit Committee’s selection of Deloitte & Touche LLP as Fortinet’s independent registered public accounting firm for fiscal year 2026. Management seeks shareholder approval as a customary governance practice to affirm the audit committee’s appointment and confer legitimacy, though the Audit Committee retains discretion to change auditors if ratification fails. The proposal is routine under NYSE rules (allowing brokers discretion when beneficial owners do not provide instructions) and carries limited controversy; the Board recommends a vote FOR, citing Deloitte’s role in auditing financial statements and internal control over financial reporting, historical engagement and continuity, the review of auditor independence and the audit committee’s oversight. Approving the auditor supports timely filing and audit continuity; a rejection would prompt the Audit Committee to consider alternative auditors, potentially causing transitional costs and timing impacts on financial reporting. The fiscal 2025 audit fees and non-audit fees are disclosed in the proxy and show the committee’s prior approvals of services, indicating active oversight of non-audit services to preserve auditor independence.
Non-binding advisory vote to approve Fortinet’s named executive officer compensation as disclosed in the proxy.
This management-sponsored, non-binding ‘say-on-pay’ proposal asks shareholders to approve the overall compensation of Fortinet’s named executive officers as disclosed in the proxy, including CD&A, tables, and narrative. Management seeks endorsement to validate its pay-for-performance philosophy, which heavily weights at-risk equity and cash incentives tied to revenue, billings, operating income and relative TSR versus the S&P 500. The Board and Human Resources Committee recommend FOR, noting strong 2025 financial results, rigorous annual and long-term incentive structures (RSUs and PSUs with multi-year vesting and TSR-based performance), use of an independent compensation consultant, clawback provisions, and stock ownership and anti-hedging policies. The advisory vote is non-binding but provides feedback the committee will consider in future compensation decisions; a substantial ‘no’ vote would prompt further engagement and potential adjustments to the program.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 5.43% | 39,754,778 | $3.2B |
| 2 | STATE STREET CORP | 3.95% | 28,929,635 | $2.4B |
| 3 | BlackRock, Inc. | 3.89% | 28,467,528 | $2.3B |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.42% | 25,037,687 | $2.0B |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 2.11% | 15,487,552 | $1.3B |
| 6 | BlackRock, Inc. | 1.80% | 13,151,887 | $1.1B |
| 7 | FIRST TRUST ADVISORS LP | 1.57% | 11,506,173 | $940M |
| 8 | ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 1.32% | 9,651,024 | $789M |
| 9 | Invesco Ltd. | 1.23% | 8,981,061 | $734M |
| 10 | BlackRock, Inc. | 1.04% | 7,647,438 | $625M |
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