UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 15, 2022
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, CA 94107
(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)) | ||||
| ☐ | 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 15, 2022, 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, 2022; and (c) for, against, or abstain for the approval, on an advisory basis, of 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 27, 2022 (the “Proxy Statement”).
| Proposal 1: | Each of the three directors proposed by Fastly for election was elected by the following votes to serve until Fastly’s 2025 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 | |||||||||||||||
| Artur Bergman | 35,037,666 | 19,331,727 | 29,743,539 | ||||||||||||||
| Paula Loop | 53,876,667 | 492,726 | 29,743,539 | ||||||||||||||
| Christopher B. Paisley | 30,887,161 | 23,482,232 | 29,743,539 | ||||||||||||||
| Proposal 2: | The selection of Deloitte & Touche LLP as Fastly’s independent registered public accounting firm for the fiscal year ending December 31, 2022 was ratified. The tabulation of votes on this matter was as follows: | ||||||||||||||||
| For | Against | Abstain | |||||||||||||||
| 83,295,756 | 690,572 | 126,604 | |||||||||||||||
| 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 | ||||||||||||||
| 48,764,019 | 5,374,148 | 231,226 | 29,743,539 | ||||||||||||||
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.
| FASTLY, INC. | ||||||||||||||||||||
| Dated: | June 17, 2022 | By: | /s/ Ronald W. Kisling | |||||||||||||||||
| Ronald W. Kisling | ||||||||||||||||||||
| Chief Financial Officer | ||||||||||||||||||||