--- schema_version: "secwatch.filing_event.v1" accession: "0001517413-23-000167" form_type: "8-K" ticker: "FSLY" cik: "0001517413" company_name: "Fastly, Inc." filed_at: "2023-06-16T23:59:59+00:00" generated_at: "2026-06-13T22:35:26.304945+00:00" event_type: "other_material" sentiment: "negative" materiality_score: 0.7 calibrated_materiality_score: 0.15 confidence: "high" source: SEC EDGAR --- # Fastly say-on-pay fails; founder stock option grant rejected by shareholders ## Summary - Advisory say-on-pay vote failed: 32.7M for, 36.5M against, 156K abstain. - Performance-based nonstatutory stock option for founder Artur Bergman rejected: 39.4% support (majority standard), 30.7% (disinterested standard). - All three director nominees elected; Aida Álvarez received 36.8M for, 32.6M withhold. - Ratification of Deloitte & Touche as auditor approved: 95.6M for, 1.2M against. - Broker non-votes of 27.5M reported on all proposals except auditor ratification. ## SEC filing metadata - accession: 0001517413-23-000167 - form_type: 8-K - ticker: FSLY - cik: 0001517413 - company_name: Fastly, Inc. - filed_at: 2023-06-16T23:59:59+00:00 - event_type: other_material - sentiment: negative - materiality_score: 0.7 - calibrated_materiality_score: 0.15 - confidence: high - sec_items: 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1517413/000151741323000167/0001517413-23-000167-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1517413/000151741323000167/fsly-20230614.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001517413-23-000167 - JSON: https://secwatch.observer/filing/0001517413-23-000167.json - Plain text: https://secwatch.observer/filing/0001517413-23-000167.txt ## Key facts - Shareholder Votes Fastly, Inc. shareholders approved Ratification of selection of Deloitte & Touche LLP as independent registered public accounting firm for fiscal year ending December 31, 2023 at the 2023-06-14 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-06-14 source text: Proposal 2: The selection of Deloitte & Touche LLP as Fastly’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was ratified. The tabulation of votes on this matter was as follows: For Against Abstain 95,609,028 1,160,255 107,904 evidence_url: https://www.sec.gov/Archives/edgar/data/1517413/000151741323000167/0001517413-23-000167-index.htm - Shareholder Votes Fastly, Inc. shareholders rejected Approval of performance-based nonstatutory stock option to Artur Bergman at the 2023-06-14 meeting. - Outcome: failed - Meeting: 2023-06-14 source text: Proposal 4: The grant of the performance-based nonstatutory stock option (the “Bergman Performance Award”) to Artur Bergman, Fastly’s Founder, Chief Architect, and member of the Board of Directors was not approved. Approval of the Bergman Performance Award required the affirmative vote of the holders of a majority of the voting power of (1) the shares of our common stock present online or by proxy at the 2023 Annual Meeting and entitled to vote on the matter (the “Majority Standard”) and (2) the shares of our common stock present online or by proxy at the 2023 Annual Meeting and entitled to vote on the matter that are not owned, directly or indirectly, by Mr. Bergman (the “Disinterested Standard”). The tabulation of votes on this matter was as follows: (1) Pursuant to the Majority Standard, the votes were as follows: For Against Abstain Broker Non-Votes 27,357,284 41,911,222 126,247 27,482,434 evidence_url: https://www.sec.gov/Archives/edgar/data/1517413/000151741323000167/0001517413-23-000167-index.htm - Shareholder Votes Fastly, Inc. shareholders approved Election of Directors at the 2023-06-14 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-06-14 source text: Proposal 1: Each of the three directors proposed by Fastly for election was elected by the following votes to serve until Fastly’s 2026 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 Withhold Broker Non-Votes Aida Álvarez 36,766,775 32,627,978 27,482,434 Richard Daniels 65,565,302 3,829,451 27,482,434 Todd Nightingale 68,171,014 1,223,739 27,482,434 evidence_url: https://www.sec.gov/Archives/edgar/data/1517413/000151741323000167/0001517413-23-000167-index.htm - Shareholder Votes Fastly, Inc. shareholders rejected Advisory vote on compensation of named executive officers at the 2023-06-14 meeting. - Proposal: say on pay - Outcome: failed - Meeting: 2023-06-14 source text: Proposal 3: The compensation of Fastly’s named executive officers, as disclosed in the Proxy Statement, was not approved on an advisory basis. The tabulation of votes on this matter was as follows: For Against Abstain Broker Non-Votes 32,708,795 36,529,865 156,093 27,482,434 evidence_url: https://www.sec.gov/Archives/edgar/data/1517413/000151741323000167/0001517413-23-000167-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.