Fortinet Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect nine director nominees to serve one-year terms until the 2027 Annual Meeting.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify Deloitte & Touche LLP as Fortinet’s independent registered public accounting firm for fiscal year ending December 31, 2026.

   More detail

   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.

3. 3

   Advisory Vote to Approve Named Executive Officer Compensation

   ManagementBoard: FOR

   Non-binding advisory vote to approve Fortinet’s named executive officer compensation as disclosed in the proxy.

   More detail

   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.

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When is the Fortinet Inc 2026 annual meeting?

Fortinet Inc (FTNT) holds its 2026 annual shareholder meeting on Friday, June 12, 2026.

What is the record date for the Fortinet Inc 2026 meeting?

The record date for the Fortinet Inc 2026 meeting is Friday, April 17, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Fortinet Inc's 2026 meeting?

The board is presenting 9 director nominees at the Fortinet Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Fortinet Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Fortinet Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.