Date of Report (Date of earliest event reported): June 21, 2021
FASTLY, INC.
(Exact name of Registrant as Specified in Its Charter)
Delaware
001-38897
27-5411834
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification Number)
475 Brannan Street, Suite 300
San Francisco, CA94107
(Address of principal executive offices) (Zip code)
(844) 432-7859
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
☐
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))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A Common Stock, $0.00002 par value
“FSLY”
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 21, 2021, Fastly, Inc. (“Fastly”) held its Annual Meeting of Stockholders (the “Annual Meeting”). The following is a brief description of each matter voted upon at the Annual Meeting, as well as the final tally of the number of votes cast: (a) for or withheld with respect to the election of directors; (b) for, against or abstain for the ratification of the selection of Deloitte & Touche LLP as Fastly’s independent registered public accounting firm for the fiscal year ending December 31, 2021; (c) for, against, or abstain for the approval, on an advisory basis, of the compensation of Fastly’s named executive officers; and (d) one year, two years, three years, or abstain, on an advisory basis, for the frequency of future advisory votes on the compensation of Fastly’s named executive officers. Broker non-votes are also reported. A more complete description of each matter is set forth in Fastly’s definitive proxy statement filed with the Securities and Exchange Commission on April 28, 2021 (the “Proxy Statement”).
Proposal 1:
Each of the two directors proposed by Fastly for election was elected by the following votes to serve until Fastly’s 2024 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
Withheld
Broker Non-Votes
David M. Hornik
117,547,297
6,049,428
25,060,782
Kelly Wright
117,146,141
6,450,584
25,060,782
Proposal 2:
The selection of Deloitte & Touche LLP as Fastly’s independent registered public accounting firm for the fiscal year ending December 31, 2021 was ratified. The tabulation of votes on this matter was as follows:
For
Against
Abstain
148,001,751
529,111
126,645
Proposal 3:
The compensation of Fastly’s named executive officers, as disclosed in the Proxy Statement, was approved on an advisory basis. The tabulation of votes on this matter was as follows:
For
Against
Abstain
Broker Non-Votes
118,128,670
5,197,331
270,724
25,060,782
Proposal 4:
The preferred frequency of future advisory votes on the compensation of Fastly’s named executive officers was “one year”. The tabulation of votes on this matter was as follows:
One Year
Two Years
Three Years
Abstain
Broker Non-Votes
117,579,870
240,619
5,536,837
239,399
25,060,782
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits
Exhibit No.
Exhibit Description
104
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
