Fortinet, Inc. | Separate Chair & CEO at Fortinet, Inc.

Status
Filed
Previous AGM date
Resolution details
Lead filer
John Chevedden
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • CEO / chair duality
Type of vote
Shareholder proposal
Filer type
Shareholder
Company HQ country
United States
Resolved clause
RESOLVED : Shareholders request that the Board of Directors adopt an enduring policy, and amend the governing documents as necessary including the Corporate Governance Guidelines in order that 2 separate people hold the office of the Chairman and the office of the CEO as soon as possible.
Supporting statement
The Chairman of the Board shall be an Independent Director. An independent Lead Director shall not be a substitute for an independent Board Chairman. The Board shall have the discretion to select an interim Chairman of the Board, who is not an Independent Director, to serve while the Board is required to seek an Independent Chairman of the Board on an accelerated basis. This policy could be phased in when there is a contract renewal for our current CEO or for the next CEO transition although it is better to adopt it now to obtain the maximum benefit. An independent Board Chairman at all times improves corporate governance by bringing impartiality, objective oversight, and external expertise to board decisions, mitigating conflicts of interest, enhancing transparency, and boosting shareholder confidence. The 2025 version of this proposal won 41% Fortinet (FTNT) shareholder support. The 41% support may have equaled more 50% support from the shares that have access to independent proxy voting advice and are familiar with both side of this issue. An independent Board Chairman could also help FTNT deal with future headwinds like those that emerged in 2025: In November 2025, two vulnerabilities in FortiWeb were disclosed, tracked as CVE-2025-64446 and CVE-2025-58034. CVE-2025-64446 is a critical path traversal flaw that allows unauthenticated attackers to create administrator accounts and gain complete control of affected devices. CISA added both to its Known Exploited Vulnerabilities (KEV) catalog, urging federal agencies to patch them on an accelerated timeline. Security researchers and federal authorities criticized FTNT for silently patching CVE-2025-64446 in October 2025 without immediate public disclosure or assigning a CVE identifier, even while it was being actively exploited in the wild. This delay put defenders at a significant disadvantage. Other critical vulnerabilities were also identified and exploited in 2025, including an SQL injection flaw in FortiWeb (CVE-2025-25257) and a critical buffer overflow in FortiVoice (CVE-2025-32756). The recurring nature of these high-profile, exploited flaws in perimeter devices has intensified scrutiny of FTNT security practices. FTNT shares plummeted after its Q2 earnings call in August 2025, as analysts from firms like KeyBanc and Piper Sandler downgraded FTNT stock. The primary concern was the "disappointing" results and lower-than-expected momentum from the highly anticipated firewall refresh cycle. FTNT Q3 revenue outlook also fell slightly short of Wall Street estimates at the midpoint, which further "shook investor confidence." FTNT stock experienced another drop in November 2025 following the Q3 report and weak Q4 guidance. FTNT announced that its widely used FortiOS 7.0 will reach end-of-life on September 30, 2025, meaning no more security patches or bug fixes, which requires customers to upgrade to avoid exposure to unpatched threats.

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