Fastly (FSLY) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 3, 2026, to be held virtually, with voting on director elections, auditor ratification, and executive compensation approval.

• Stockholders can vote online, by phone, or by mail, and may submit questions before or during the meeting.

• The record date for voting is April 13, 2026, with 156,367,942 shares of common stock outstanding and entitled to vote.

• Forward-looking statements address risks such as technology changes, customer growth, and market conditions.

Voting matters and shareholder proposals

• Three proposals: election of three Class I directors (Aida Álvarez, Charles Compton, Richard Daniels), ratification of KPMG as auditor, and advisory vote on executive compensation.

• Directors are elected by plurality; auditor ratification and say-on-pay require majority of votes cast.

• Stockholder proposals for the 2027 meeting must be submitted between February 3 and March 5, 2027.

Board of directors and corporate governance

• Board is divided into three classes with staggered three-year terms.

• Seven of nine directors are independent per Nasdaq rules; the board has an independent chair.

• Committees: Audit, Compensation, and Nominating and Corporate Governance, each with defined charters and independent members.

• Board skills matrix highlights expertise in technology, finance, cybersecurity, and ESG.

• Stockholder communications and engagement are encouraged, with direct channels to the board.