Fastly Annual Meeting: Director Elections, Auditor Ratification, Pay Vote
Ticker: FSLY · Form: DEF 14A · Filed: Apr 24, 2024 · CIK: 1517413
| Field | Detail |
|---|---|
| Company | Fastly, Inc. (FSLY) |
| Form Type | DEF 14A |
| Filed Date | Apr 24, 2024 |
| Risk Level | low |
| Pages | 16 |
| Reading Time | 19 min |
| Sentiment | neutral |
Sentiment: neutral
Topics: proxy-statement, annual-meeting, governance, board-of-directors
Related Tickers: FSLY
TL;DR
Fastly's 2024 shareholder meeting is June 12th – vote on directors, auditors, and exec pay.
AI Summary
Fastly, Inc. is holding its 2024 annual meeting of stockholders virtually on June 12, 2024. Key agenda items include the election of three Class II directors (David Hornik, Charles Meyers, and Vanessa Smith) for a term until 2027, the ratification of Deloitte & Touche LLP as the independent auditor for 2024, and an advisory vote on executive compensation.
Why It Matters
This filing outlines the critical decisions shareholders will make regarding board composition, financial oversight, and executive compensation, directly impacting the company's governance and future direction.
Risk Assessment
Risk Level: low — This is a standard annual proxy statement detailing routine corporate governance matters.
Key Numbers
- 2024 — Annual Meeting Year (The company is holding its annual meeting for this year.)
- 2027 — Director Term End (The elected Class II directors will serve until this year.)
Key Players & Entities
- Fastly, Inc. (company) — Registrant
- June 12, 2024 (date) — Annual Meeting Date
- David Hornik (person) — Director Nominee
- Charles Meyers (person) — Director Nominee
- Vanessa Smith (person) — Director Nominee
- Deloitte & Touche LLP (company) — Independent Auditor
FAQ
When and where will the Fastly, Inc. 2024 annual meeting of stockholders be held?
The meeting will be held virtually on June 12, 2024, at 9:00 a.m. Pacific Time at www.virtualshareholdermeeting.com/FSLY2024.
Who are the nominees for the Board of Directors?
The nominees for Class II director are David Hornik, Charles Meyers, and Vanessa Smith.
What is the term length for the elected directors?
The elected Class II directors will serve until the annual meeting of stockholders in 2027.
Who has been recommended by the Audit Committee as the independent registered public accounting firm?
Deloitte & Touche LLP has been recommended by the Audit Committee to serve as the independent registered public accounting firm for the year ending December 31, 2024.
What is the purpose of the advisory vote regarding executive compensation?
The purpose is to conduct an advisory vote to approve the compensation of Fastly, Inc.'s named executive officers.
Filing Stats: 4,826 words · 19 min read · ~16 pages · Grade level 12.5 · Accepted 2024-04-24 16:02:02
Filing Documents
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 23 EXECUTIVE OFFICERS 25
EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION 26 Compensation Discussion and Analysis 26 Executive Summary 26 2023 Business Highlights 26 2023 Compensation Highlights 27 2023 "Say-on-Pay" Advisory Stockholder Vote on Executive Compensation & Stockholder Engagement 27 Compensation Philosophy and Objectives 29
Executive Compensation Program Design
Executive Compensation Program Design 30 Fiscal Year 2023 Target Pay Mix 32 Compensation Decision-Making Process 33 Principal Elements of Compensation 35 Fiscal 2023 Annual Long-Term Incentive Equity 36 Additional Information 39 401(k) Plan 40 Executive Severance and Change in Control Plan 40 Employee Stock Purchase Plan 40 Perquisites and Employee Benefits 41 Tax and Accounting Treatment of Compensation 41 2023 Summary Compensation Table 42 2023 Grants of Plan-Based Awards Table 43 2023 Outstanding Equity Awards as of Fiscal Year-End Table 44 2023 Options Exercised and Stock Vested Table 45 TABLE OF CONTENTS Page Employment Arrangements 45 Other Named Executive Officers 47 Pay vs. Performance 48 CEO Pay Ratio 52 Potential Payments on Termination or Change of Control 53 SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS 54 COMPENSATION OF NON-EMPLOYEE DIRECTORS 55 Non-Employee Director Compensation Policy 55 CERTAIN RELATIONSHIPS AND RELATED-PERSON TRANSACTIONS 57 DELINQUENT SECTION 16(a) REPORTS 58 HOUSEHOLDING AND PROXY MATERIALS 59 OTHER MATTERS 60 RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES A-1 TABLE OF CONTENTS
FORWARD-LOOKING STATEMENTS
FORWARD-LOOKING STATEMENTS This proxy statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended, (the "Exchange Act"), about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this proxy statement, including statements regarding our future results of operations and financial condition, business strategy, and plans and objectives of management for future operations, are forward-looking statements. In some cases, forward-looking statements may be identified by words such as "anticipate," "believe," "continue," "could," "design," "estimate," "expect," "intend," "may," "plan," "potentially," "predict," "project," "should," "will," "would," "target," or the negative of these terms or other similar expressions. Accordingly, these statements are only predictions and involve estimates, known and unknown risks, assumptions and uncertainties that could cause actual results, performance or achievements, or industry results to differ materially from those expressed in such statements. Our actual results, performance or achievements, or industry results could differ materially from those anticipated in such forward-looking statements as a result of the following factors, among others: our ability to address defects, interruptions, outages, delays in performance, or similar problems with our platform; our ability to attract new customers and have existing customers increase their use of our platform; component delays, shortages and price increases; our ability to develop and sell new products; our ability to respond to rapidly changing technology; other general market, political, economic and business conditions; and any additional factors discussed under "Part I — Item 1A. Risk Factors," in our Annual Report on Form 10-K for the year end