Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting of Stockholders ofFortinet, Inc. ("Fortinet") held onJune 17, 2022 (the "Annual Meeting"), there were present, in person or by proxy, holders of 136,036,209 shares of common stock, or approximately 84.9% of the total outstanding shares eligible to be voted. The holders present voted on the five proposals presented at the Annual Meeting as follows:
Proposal One - Election of Directors
Fortinet's stockholders approved the election of eight directors toFortinet's Board of Directors, each to serve for a one-year term expiring at the 2023 Annual Meeting of Stockholders and until such director's successor is elected and qualified, by the following votes: Nominee Votes For Votes Against Abstentions Broker Non-Votes Ken Xie 122,653,051 5,148,450 0 8,234,708 Michael Xie 126,899,525 901,976 0 8,234,708 Kenneth A. Goldman 121,921,403 5,880,098 0 8,234,708 Ming Hsieh 118,417,146 9,384,355 0 8,234,708 Jean Hu 126,959,364 842,137 0 8,234,708 William Neukom 121,228,528 6,572,973 0 8,234,708 Judith Sim 122,904,416 4,897,085 0 8,234,708 Admiral James Stavridis 124,930,393 2,871,108 0 8,234,708 (Ret)
Proposal Two - Ratification of Appointment of Independent Registered Accounting Firm
Fortinet's stockholders ratified the appointment ofDeloitte & Touche LLP asFortinet's independent registered accounting firm for the fiscal year endingDecember 31, 2022 by the following votes:
Votes For Votes Against Abstentions
132,773,819 3,212,553 49,837
Proposal Three - Advisory Vote on Named Executive Officer Compensation
Votes For Votes Against Abstentions Broker Non-Votes 117,003,500 10,615,586 182,415 8,234,708
Proposal Four - Adoption of the Restated Certificate
Votes For Votes Against Abstentions 135,621,012 124,260 290,937
Proposal Five - Stockholder Proposal
Fortinet's stockholders approved the stockholder proposal for the removal of supermajority voting standards inFortinet's amended and restated certificate of incorporation and amended and restated bylaws by the following votes: Votes For Votes Against Abstentions Broker Non-Votes 91,576,008 34,670,978 1,554,015 8,235,208
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