8-K

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): July 8, 2021

FASTLY, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-38897	27-5411834
(State or other jurisdiction of<br>incorporation or organization)	(Commission File Number)	(I.R.S. Employer<br>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<br>Symbol(s)	Name of each exchange<br>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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 8, 2021, the Board of Directors (the “Board”) of Fastly, Inc. (“Fastly”) elected Charles Meyers as a Class II director whose term will expire at the Company’s 2024 annual meeting of stockholders and Paula Loop as a Class III director whose term will expire at the Company’s 2022 annual meeting of stockholders. There is no arrangement or understanding between Mr. Meyers and Ms. Loop, respectively, and Fastly or any other person pursuant to which they were elected as a director. Mr. Meyers has also been appointed as a member of the Compensation Committee of the Board (the “Compensation Committee”) and Ms. Loop has been appointed as a member of the Audit Committee of the Board (the “Audit Committee”) and the Nominating and Corporate Governance Committee of the Board (the “Nominating and Corporate Governance Committee”).

On July 8, 2021, the Board, upon the recommendation of the Compensation Committee, approved an amended and restated Non-Employee Director Compensation Policy, which is filed with the Securities and Exchange Commission (“SEC”) as an exhibit to this Current Report on Form 8-K and is incorporated herein by reference (the “Amended Director Compensation Policy”). The Amended Director Compensation increases the Fair Market Value (as defined in the Plan) of each non-employee director’s initial restricted stock unit grant from $175,000 to $400,000 and eliminates any pro rata adjustment of that initial restricted stock unit grant based on the timing of such new director’s appointment. The Amended Director Compensation also increases the Fair Market Value increases the Fair Market Value of each non-employee director’s annual restricted stock unit award from $175,000 to $200,000.

In connection with their appointments to the Board and committees, and in accordance with the Amended Director Compensation Policy, as may be amended from time to time, Mr. Meyers and Ms. Loop will each receive an annual cash retainer of $30,000 for serving on the Board. Mr. Meyers will also receive $7,500 for serving on the Compensation Committee, paid quarterly. Ms. Loop will also receive $10,000 for serving on the Audit Committee and $3,750 for serving on the Nominating and Corporate Governance Committee, each paid quarterly. Each of Mr. Meyers and Ms. Loop will receive a restricted stock unit award for shares of the Company’s Class A common stock equivalent to $400,000 under Fastly’s 2019 Equity Incentive Plan (the “Plan”), vesting on the one-year anniversary measured from the date of grant. In accordance with the Non-Employee Director Compensation Policy, all of Mr. Meyers’ and Ms. Loop’s unvested equity awards at a time of a change of control shall vest immediately prior to the consummation of such change of control.

Mr. Meyers and Ms. Loop will enter into the Company’s standard form of indemnification agreement, which is attached as Exhibit 10.8 to the Company’s Amendment No. 2 to the Registration Statement on Form S-1 filed with the SEC on May 6, 2019 (File No. 333-230953).

The press release announcing Mr. Meyers’s and Ms. Loop’s appointment as directors of Fastly is attached hereto as Exhibit 99.1 and is filed herewith.

Item 9.01                   Financial Statements and Exhibits.

(d)Exhibits

Exhibit<br>No.	Exhibit Description
99.1	Press Release, dated July 12, 2021.
99.2	Amended and Restated Non-Employee Director Compensation Policy.
104	Cover Page Interactive Data File (embedded within the inline XBRL document)

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:	July 12, 2021	By:	/s/ Adriel Lares
			Adriel Lares
			Chief Financial Officer

Document

Exhibit 99.1

Fastly Announces Two New Appointments to Board of Directors

SAN FRANCISCO, CA – July 12, 2021 – Fastly, Inc. (NYSE: FSLY), provider of an edge cloud platform, today announced that it has appointed Paula Loop, previously an assurance partner at PwC and the leader of PwC’s Governance Insights Center and Charles Meyers, President and Chief Executive Officer of Equinix, to its board of directors effective July 8, 2021. These independent director appointments increase Fastly’s Board of Directors to nine members.

“I am thrilled to welcome Paula and Charles to the Fastly Board as we continue building and delivering a more trustworthy and secure Internet for all,” said Artur Bergman, Executive Chairperson of Fastly. “Their expansive experience across consumer, retail, and internet, paired with their deep commitment to Fastly’s values, make them exceptionally qualified to serve and further advance our vision of combining edge computing and security together to create the best of the Internet.”

Paula Loop said, “I am delighted to be joining the outstanding Fastly team. With Fastly’s focus on growth and on supporting businesses through their digital transformation journeys, I’m looking forward to leveraging my background in corporate governance on the Board.”

Charles Meyers said, “Fastly’s leadership position in the market and strong focus on combining edge computing with security makes it an exciting time to help steward the company towards continued growth and further success. I look forward to bringing my experience in scaling high-growth technology companies to the Fastly Board.”

“After conducting an extensive search, our Committee unanimously recommended Charles and Paula to the Fastly board. We're confident that they will be outstanding independent directors, making the interests of our shareholders and stakeholders a priority," said Aida Alvarez, Chair, Nominating and Corporate Governance Committee.

Paula Loop joined PwC in 1983 and most recently served as the Leader of PwC’s Governance Insights Center, where she provided guidance to numerous boards. She previously served as PwC’s New York Metro Assurance Leader and prior to that as the US and Global Talent Leader. Paula brings expertise in corporate governance, technical accounting, and SEC and financial reporting matters. She currently serves on the board of Robinhood Markets Inc. and is a member of the Value Reporting Foundation Board.

Charles Meyers is the President and Chief Executive Officer of Equinix, the world’s digital infrastructure companyTM. He previously served as President, Strategy, Services & Innovation, as well as Chief Operating Officer, after joining Equinix in 2010 as President, Americas Region. Meyers also previously held senior operating roles at Level 3 Communications and Verisign and was a member of the pre-IPO executive team at Internet Security Systems.

About Fastly

Fastly helps people stay better connected with the things they love. Fastly’s edge cloud platform enables customers to create great digital experiences quickly, securely, and reliably by processing, serving, and securing our customers’ applications as close to their end-users as possible — at the edge of the internet. Fastly’s platform is designed to take advantage of the modern internet, to be programmable, and to support agile software development with unmatched visibility and minimal latency, empowering developers to innovate with both performance and security. Fastly’s customers include many of the world’s most prominent companies, including Pinterest, The New York Times, and GitHub.

This press release contains “forward-looking” statements that are based on our beliefs and assumptions and on information currently available to us on the date of this press release. Forward-looking statements may involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from those expressed or implied by the forward-looking statements. These statements include, but are not limited to, statements regarding our ability to develop edge computing and security products, our ability to invest in our platform for future growth, and our ability to deliver on our long-term strategy. Except as required by law, we assume no obligation to update these forward-looking statements publicly or to update the reasons actual results could differ materially from those anticipated in the forward-looking statements, even if new information becomes available in the future. Important factors that could cause our actual results to differ materially are detailed from time to time in the reports Fastly files with the Securities and Exchange Commission (SEC), including in our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2021. Copies of reports filed with the SEC are posted on Fastly’s website and are available from Fastly without charge.

Source: Fastly, Inc.

Media inquiries:

press@fastly.com

Investor relations inquiries:

ir@fastly.com

Document

Exhibit 99.2

Fastly, Inc.

Non-Employee Director Compensation Policy

Adopted: May 1, 2019

Amended: August 4, 2020

Amended: July 8, 2021

Each member of the Board of Directors (the “Board”) of Fastly, Inc. (the “Company”) who is a non-employee director of the Company (each such member, a “Non-Employee Director”) will receive the compensation described in this Non-Employee Director Compensation Policy (the “Director Compensation Policy”) for his or her Board service.

The Director Compensation Policy may be amended at any time in the sole discretion of the Board or the Compensation Committee of the Board.

Annual Cash Compensation

Commencing at the beginning of the first calendar quarter following the closing of the initial public offering (the “IPO”) of the Company’s Class A common stock (the “Class A Common Stock”), each Non-Employee Director will receive the cash compensation set forth below for service on the Board. The annual cash compensation amounts will be payable in equal quarterly installments, in arrears following the end of each quarter in which the service occurred, pro-rated for any partial months of service. All annual cash fees are vested upon payment.

1.    Annual Board Service Retainer:

a.    All Eligible Directors: $30,000

2.    Annual Committee Member Service Retainer:

a.    Member of the Audit Committee: $10,000

b.    Member of the Compensation Committee: $7,500

c.    Member of the Nominating and Corporate Governance Committee: $3,750

3.    Annual Committee Chair Service Retainer (in lieu of Committee Member Service Retainer):

a.    Chairman of the Audit Committee: $20,000

b.    Chairman of the Compensation Committee: $15,000

c.    Chairman of the Nominating and Corporate Governance Committee: $7,500

4.    Annual Lead Independent Director Retainer: $20,000

Equity Compensation

Equity awards will be granted under the Company’s 2019 Equity Incentive Plan (the “Plan”).

1.Initial Appointment Equity Grant. On appointment to the Board, and without any further action of the Board or Compensation Committee of the Board, at the close of business on the day of such appointment a Non-Employee Director will automatically receive a Restricted Stock Unit Award for Class A Common Stock having a value of $400,000 based on the Fair Market Value (as defined in the Plan) of the underlying Class A Common Stock on the date of grant (the “Initial RSU”). Each Initial RSU will vest on the one-year anniversary measured from the date of grant.

2.Automatic Equity Grants. Without any further action of the Board or Compensation Committee of the Board, at the close of business on the date of each Annual Meeting of the Company’s Stockholders, each person who is then a Non-Employee Director will automatically receive a Restricted Stock Unit Award for Class A Common Stock having a value of $200,000 based on the Fair Market Value (as defined in the Plan) of the underlying Class A Common Stock on the date of grant (the “Annual RSU”). Each Annual RSU will vest on the earlier of (i) the date of the following year’s Annual Meeting of the Company’s Stockholders (or the date immediately prior to the next Annual Meeting of our Stockholders if the Non-Employee Director’s service as a director ends at such meeting due to the director’s failure to be re-elected or the director not standing for re-election); or (ii) the one-year anniversary measured from the date of grant.

3.Vesting; Change of Control. All vesting is subject to the Non-Employee Director’s “Continuous Service” (as defined in the Plan) on each applicable vesting date. Notwithstanding the foregoing vesting schedules, for each Non-Employee Director who remains in Continuous Service with the Company until immediately prior to the closing of a “Change of Control” (as defined in the Plan), the shares subject to his or her then-outstanding equity awards will become fully vested immediately prior to the closing of such Change of Control.

4.Calculation of Value of a Restricted Stock Unit Award. The value of a Restricted Stock Unit Award to be granted under this Director Compensation Policy will be determined based on the Fair Market Value per share on the grant date.

5.Remaining Terms. The remaining terms and conditions of each Nonstatutory Stock Option and Restricted Stock Unit Award, including transferability, will be as set forth in the Company’s standard Option Agreement and Restricted Stock Unit Award Agreement, in the form adopted from time to time by the Board or the Compensation Committee of the Board.

Expenses

The Company will reimburse Non-Employee Director for ordinary, necessary and reasonable out-of-pocket travel expenses to cover in-person attendance at and participation in Board and committee meetings; provided, that the Non-Employee Director timely submit to the Company appropriate documentation substantiating such expenses in accordance with the Company’s travel and expense policy, as in effect from time to time.