(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Proposal 1: | Each of the three directors proposed by Fastly for election was elected by the following votes to serve until Fastly’s 2026 Annual Meeting of Stockholders and until his or her respective successor has been elected and qualified, or, if sooner, until the director’s death, resignation or removal. The tabulation of votes on this matter was as follows: | ||||||||||||||||
For | Withhold | Broker Non-Votes | |||||||||||||||
Aida Álvarez | 36,766,775 | 32,627,978 | 27,482,434 | ||||||||||||||
Richard Daniels | 65,565,302 | 3,829,451 | 27,482,434 | ||||||||||||||
Todd Nightingale | 68,171,014 | 1,223,739 | 27,482,434 | ||||||||||||||
Proposal 2: | The selection of Deloitte & Touche LLP as Fastly’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was ratified. The tabulation of votes on this matter was as follows: | ||||||||||||||||
For | Against | Abstain | |||||||||||||||
95,609,028 | 1,160,255 | 107,904 | |||||||||||||||
Proposal 3: | The compensation of Fastly’s named executive officers, as disclosed in the Proxy Statement, was not approved on an advisory basis. The tabulation of votes on this matter was as follows: | ||||||||||||||||
For | Against | Abstain | Broker Non-Votes | ||||||||||||||
32,708,795 | 36,529,865 | 156,093 | 27,482,434 | ||||||||||||||
Proposal 4: | The grant of the performance-based nonstatutory stock option (the “Bergman Performance Award”) to Artur Bergman, Fastly’s Founder, Chief Architect, and member of the Board of Directors was not approved. Approval of the Bergman Performance Award required the affirmative vote of the holders of a majority of the voting power of (1) the shares of our common stock present online or by proxy at the 2023 Annual Meeting and entitled to vote on the matter (the “Majority Standard”) and (2) the shares of our common stock present online or by proxy at the 2023 Annual Meeting and entitled to vote on the matter that are not owned, directly or indirectly, by Mr. Bergman (the “Disinterested Standard”). The tabulation of votes on this matter was as follows: (1) Pursuant to the Majority Standard, the votes were as follows: | ||||||||||||||||
For | Against | Abstain | Broker Non-Votes | ||||||||||||||
27,357,284 | 41,911,222 | 126,247 | 27,482,434 | ||||||||||||||
Accordingly, the votes cast in favor of approving the Bergman Performance Award constituted approximately 39.42% of all votes present online or by proxy at the 2023 Annual Meeting (with abstentions having the same effect as “Against” votes and broker non-votes having no effect) pursuant to the Majority Standard. (2) Pursuant to the Disinterested Standard, the votes were as follows: | |||||||||||||||||
For | Against | Abstain | Broker Non-Votes | ||||||||||||||
18,651,099 | 41,911,222 | 126,247 | 27,482,434 | ||||||||||||||
Accordingly, the votes cast in favor of approving the Bergman Performance Award constituted approximately 30.73% of all votes present online or by proxy at the 2023 Annual Meeting (with abstentions having the same effect as “Against” votes and broker non-votes having no effect) pursuant to the Disinterested Standard. |
Exhibit No. | Exhibit Description | |||||||
104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
FASTLY, INC. | ||||||||||||||||||||
Dated: | June 16, 2023 | By: | /s/ Ronald W. Kisling | |||||||||||||||||
Ronald W. Kisling | ||||||||||||||||||||
Chief Financial Officer |