Fortinet (FTNT) Proxy filing summary

Executive summary

• Total revenue for 2025 reached $6.80 billion, up 14% from 2024; service revenue was $4.58 billion, up 13% year-over-year.

• Operating income grew 16% to $2.08 billion, and cash flows from operations increased 15% to $2.59 billion in 2025.

• The 2026 Annual Meeting will be held virtually on June 12, 2026, with voting on director elections, auditor ratification, and executive compensation.

Voting matters and shareholder proposals

• Shareholders will vote to elect nine directors for one-year terms, ratify Deloitte & Touche LLP as auditor for 2026, and approve executive compensation on an advisory basis.

• The board recommends voting “FOR” all director nominees, auditor ratification, and the say-on-pay proposal.

• Shareholders can submit proposals for the 2027 meeting by December 29, 2026.

Board of directors and corporate governance

• Seven of nine directors will be independent if all nominees are elected; all board committees except the Cybersecurity Committee are fully independent.

• The board conducts annual self-evaluations and maintains robust governance practices, including majority voting for directors and proxy access.

• Lead Independent Director is elected annually; independent directors hold regular executive sessions.

• The board oversees risk, CSR, cybersecurity, and regularly reviews governance practices.