Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) Election of Directors On January 17, 2013, the Board of Directors (the "Board") of Fortinet, Inc. (the "Company") appointed Bill Neukom to serve as a director of the Company, effective immediately. Mr. Neukom will serve as a Class II director whose current term will expire at the Company's 2014 annual meeting of stockholders. There is no arrangement or understanding between Mr. Neukom and the Company or any other person pursuant to which he was selected as a director. Mr. Neukom has not yet been appointed to any standing committees of the Board. The Company will file an amendment to this Form 8-K to disclose any such appointments after they are made. In connection with his appointment, Mr. Neukom is being granted 20,000 restricted stock units that will vest over a 4-year period in accordance with the Company's standard non-employee director compensation policy, which is described in the Company's most recent proxy statement filed with the Securities and Exchange Commission on April 27, 2012. Mr. Neukom also entered into the Company's standard form of indemnification agreement and change of control agreement for non-executive directors, which are attached as Exhibits 10.1 and 10.11, respectively, to the Company's Registration Statement on Form S-1 filed with the Securities and Exchange Commission on August 10, 2009.

A copy of the Company's press release relating to this announcement is being furnished as Exhibit 99.1 to this Form 8-K. Item 9.01 Financial Statements and Exhibits.
(d) Exhibits

Exhibit No. Description
99.1 Press release dated January 24, 2013

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