What changed in this filing

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Item 9A. Controls and Procedures

2021-02-19 compared with 2020-02-26 · 44 added, 62 removed, 125 unchanged (46% of the section changed)

20 unchanged sentences

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control–Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2019, of the Company and our report dated February 25, 2020 , expressed an unqualified opinion on those financial statements and included an explanatory paragraph related to the Company’s change in its method of accounting for revenue due to adoption of the new revenue standard in 2018.

Basis for Opinion

40 unchanged sentences

(in millions)

Sales Returns Reserve and Allowance for Doubtful Accounts:

Sales Returns Reserve and Allowance for Credit Losses/Doubtful Accounts

Beginning balance $ 1.2 $ 0.9 $ 14.5

Charged to costs and expenses, net of deductions

Charged to expenses, net of deductions 1.3 0.3 —

Reclassification due to adoption of Topic 606 (1)

1 unchanged sentence

(1) Effective January 1, 2018, we reclassified our sales returns reserve in the amount of $ 13.6 million from accounts receivable to accrued liabilities, in connection with the adoption of Topic 606.

The ending balances for the years ended December 31, 2019 and 2018 consist only of the allowance for doubtful accounts.

The ending balances for the years ended December 31, 2020 and 2019 consist only of the allowance for credit losses or doubtful accounts.

Schedules not listed above have been omitted because they are not applicable or are not required or the information required to be set forth therein is included in the consolidated financial statements or notes thereto.

2 unchanged sentences

(b) Exhibits:

The exhibit list in the Exhibit Index immediately preceding the signature page of this Annual Report on Form 10-K is incorporated herein by reference as the list of exhibits required by this Item 15(b).

The exhibits listed on the Exhibit Index immediately preceding the signature page of this Annual Report on Form 10-K is incorporated herein by reference as the list of exhibits required by this Item 15(b).

1 unchanged sentence

EXHIBIT INDEX

Incorporated by reference herein

Amended and Restated Certificate of Incorporation

Current Report on Form 8-K (File No.

June 28, 2018

Amended and Restated Bylaws

Current Report on Form 8-K (File No.

Number Description Form Incorporated by reference herein Date Filed Exhibit

Amended and Restated Certificate of Incorporation Current Report on Form 8-K (File No.

001-34511) June 28, 2018 3.1

Specimen common stock certificate of the Company

Registration Statement on Form S-l, as amended (File No.

Amended and Restated Bylaws Current Report on Form 8-K (File No.

001-34511) July 21, 2020 3.1

Specimen common stock certificate of the Company Registration Statement on Form S-l, as amended (File No.

333-161190) November 2, 2009 4.1

Description of Securities Registered Pursuant to Section 12 of the Exchange Act

Forms of Indemnification Agreement between the Company and its directors and officers

Registration Statement on Form S-l (File No.

Forms of Indemnification Agreement between the Company and its directors and officers Registration Statement on Form S-l (File No.

333-161190) August 10, 2009 10.1

Amended and Restated 2009 Equity Incentive Plan

Quarterly Report on Form 10-Q (File No.

Amended and Restated 2009 Equity Incentive Plan Quarterly Report on Form 10-Q (File No.

001-34511) August 1, 2019 10.1

Forms of stock option agreement under Amended and Restated 2009 Equity Incentive Plan

Annual Report on Form 10-K (File No.

Forms of stock option agreement under Amended and Restated 2009 Equity Incentive Plan Annual Report on Form 10-K (File No.

001-34511) February 28, 2012 10.5

Form of performance stock unit award agreement under Amended and Restated 2009 Equity Incentive Plan

Quarterly Report on Form 10-Q (File No.

Form of performance stock unit award agreement under Amended and Restated 2009 Equity Incentive Plan Quarterly Report on Form 10-Q (File No.

001-34511) August 6, 2013 99.1

Forms of restricted stock unit award and performance stock unit award agreement under Amended and Restated 2009 Equity Incentive Plan (Additional Forms)

Annual Report on Form 10-K (File No.

Forms of restricted stock unit award and performance stock unit award agreement under Amended and Restated 2009 Equity Incentive Plan (Additional Forms) Annual Report on Form 10-K (File No.

March 2, 2015

Form of restricted stock unit award agreement under Amended and Restated 2009 Equity Incentive Plan (Additional Form)

Form of stock option award agreement under Amended and Restated 2009 Equity Incentive Plan (Additional Form)

Form of restricted stock unit award agreement under Amended and Restated 2009 Equity Incentive Plan (Additional Form) Annual Report on Form 10-K (File No.

001-34511) February 26, 2020 10.6

Form of stock option award agreement under Amended and Restated 2009 Equity Incentive Plan (Additional Form) Annual Report on Form 10-K (File No.

001-34511) February 26, 2020 10.7

Fortinet, Inc.

Current Report on Form 8-K (File No.

January 26, 2010

Amended Bonus Plan

Fortinet, Inc.

Cash and Equity Incentive Plan

Quarterly Report on Form 10-Q (File No.

Cash and Equity Incentive Plan Quarterly Report on Form 10-Q (File No.

001-34511) November 5, 2013 10.1

Form of Change of Control Agreement between the Company and its directors

Quarterly Report on Form 10-Q (File No.

Form of Change of Control Agreement between the Company and its directors Quarterly Report on Form 10-Q (File No.

001-34511) August 4, 2015 10.1

Amended and Restated Change of Control Severance Agreement, effective as of August 7, 2019, between the Company and Ken Xie

Quarterly Report on Form 10-Q (File No.

Amended and Restated Change of Control Severance Agreement, effective as of August 7, 2019, between the Company and Ken Xie Quarterly Report on Form 10-Q (File No.

001-34511) August 1, 2019

Amended and Restated Change of Control Severance Agreement, effective as of August 7, 2019, between the Company and Michael Xie

Quarterly Report on Form 10-Q (File No.

Amended and Restated Change of Control Severance Agreement, effective as of August 7, 2019, between the Company and Michael Xie Quarterly Report on Form 10-Q (File No.

001-34511) August 1, 2019

Amended and Restated Change of Control Severance Agreement, effective as of August 7, 2019, between the Company and John Whittle

Quarterly Report on Form 10-Q (File No.

Amended and Restated Change of Control Severance Agreement, effective as of August 7, 2019, between the Company and John Whittle Quarterly Report on Form 10-Q (File No.

001-34511) August 1, 2019

Offer Letter, dated as of October 23, 2006, by and between the Company and John Whittle

Registration Statement on Form S-l, as amended (File No.

Offer Letter, dated as of October 23, 2006, by and between the Company and John Whittle Registration Statement on Form S-l, as amended (File No.

333-161190) August 10, 2009

Offer Letter, dated as of April 3, 2014, by and between the Company and Keith Jensen

Annual Report on Form 10-K (File No.

Offer Letter, dated as of April 3, 2014, by and between the Company and Keith Jensen Annual Report on Form 10-K (File No.

001-34511) February 26, 2018 10.22

Amended and Restated Change of Control Severance Agreement, effective as of August 7, 2019, between the Company and Keith Jensen

Quarterly Report on Form 10-Q (File No.

Amended and Restated Change of Control Severance Agreement, effective as of August 7, 2019, between the Company and Keith Jensen Quarterly Report on Form 10-Q (File No.

001-34511) August 1, 2019

29 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Chief Executive Officer and Chairman

February 25, 2020

(Principal Executive Officer)

/s/ Keith Jensen

Chief Financial Officer

February 25, 2020

(Principal Financial Officer and Principal Accounting Officer)

/s/ Michael Xie

President, Chief Technology Officer and Director

February 25, 2020

/s/ Ming Hsieh

February 25, 2020

/s/ Gary Locke

February 25, 2020

Signature Title Date

/s/ Ken Xie Chief Executive Officer and Chairman February 19, 2021

Ken Xie (Principal Executive Officer)

/s/ Keith Jensen Chief Financial Officer February 19, 2021

Keith Jensen (Principal Financial Officer and Principal Accounting Officer)

/s/ Michael Xie President, Chief Technology Officer and Director February 19, 2021

/s/ Kelly Ducourty

Director February 19, 2021

Kelly Ducourty

/s/ Kenneth A.

Director February 19, 2021

/s/ Ming Hsieh Director February 19, 2021

/s/ Jean Hu Director February 19, 2021

/s/ William H.

February 25, 2020

Neukom Director February 19, 2021

/s/ Christopher B.

February 25, 2020

Paisley Director February 19, 2021

Christopher B.

/s/ Judith Sim

February 25, 2020

/s/ Judith Sim Director February 19, 2021

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures