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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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1.
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To elect each of the Board’s three nominees, Aida Álvarez, Joshua Bixby, and Sunil Dhaliwal, as a Class I director, to serve until our annual meeting of shareholders in 2023;
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2.
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To approve an amendment to our Amended and Restated Certificate of Incorporation to change the final conversion date of our Class B common stock from ten years following our initial public offering to seven years following our initial public offering;
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3.
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To ratify the selection by the Audit Committee of the Board of Directors of Deloitte & Touche LLP as our independent registered public accounting firm for our year ending December 31, 2020; and
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To conduct any other business properly brought before the meeting.
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The record date for the annual meeting is April 15, 2020. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof.
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Important Notice Regarding the Availability of Proxy Materials for the Shareholders’ Meeting to Be Held on June 9, 2020 via live
interactive webcast at:
www.virtualshareholdermeeting.com/FSLY2020.
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The proxy statement and annual report to
shareholders are available at:
http://materials.proxyvote.com.
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You are cordially invited to attend the virtual annual meeting. Whether or not you expect to attend the meeting, please complete, date, sign and return the proxy mailed to you, or vote over the telephone or the internet as instructed in these materials, as promptly as possible in order to ensure your representation at the meeting. Even if you have voted by proxy, you may still vote online if you attend the virtual meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder.
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475 Brannan Street, Suite 300
San Francisco, CA 94107 |
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1.
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Election of each of the Board's three nominees, Aida Álvarez, Joshua Bixby, and Sunil Dhaliwal, as a Class I director, to serve until our annual meeting of shareholders in 2023 (Proposal 1);
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2.
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Approval of proposed amendment to our Amended and Restated Certificate of Incorporation to change the final conversion date of our Class B common stock from ten years following our initial public offering to seven years following our initial public offering (Proposal 2); and
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3.
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Ratification of selection by the Audit Committee of the Board of Directors of Deloitte & Touche LLP as our independent registered public accounting firm for our year ending December 31, 2020 (Proposal 3).
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To vote online during the meeting, follow the provided instructions to join the meeting at www.virtualshareholdermeeting.com/FSLY2020, starting at 9:00 a.m. local time on June 9, 2020.
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To vote online before the meeting, go to www.proxyvote.com.
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To vote by telephone, call 1-800-690-6903.
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To vote by mail, simply complete, sign and date the proxy card or voting instruction card, and return it promptly in the envelope provided.
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You may submit another properly completed proxy card with a later date.
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You may grant a subsequent proxy by telephone or through the internet.
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You may send a timely written notice that you are revoking your proxy to Fastly’s Secretary at 475 Brannan Street, Suite 300, San Francisco, CA 94107.
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You may attend the annual meeting and vote online during the meeting. Simply attending the meeting will not, by itself, revoke your proxy.
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Proposal No. 1 – For the election of directors, the three nominees receiving the most “For” votes from the holders of shares present online or represented by proxy and entitled to vote on the election of directors will be elected. Only votes "For" will affect the outcome.
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Proposal No. 2 – For the approval of the amendment to our Amended and Restated Certificate of Incorporation, the proposal must receive “For” votes from the holders, either in person or by proxy, of a majority of the voting power of our outstanding shares of Class A Common Stock and Class B Common Stock, voting together. If you “Abstain” from voting, it will have the same effect as an “Against” vote. Broker non-votes will also have the same effect as “Against” votes.
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Proposal No. 3 – To ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2020, the proposal must receive “For” votes from the holders of a majority of the voting power of our shares of Class A Common Stock and Class B Common Stock present online or represented by proxy and entitled to vote on the matter, voting together. If you “Abstain” from voting, it will have the same effect as an “Against” vote. Broker non-votes will have no effect.
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ELECTION OF DIRECTORS
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Our Board of Directors is divided into three classes. Each class consists, as nearly as possible, of one-third of the total number of directors, and each class has a three-year term. Vacancies on the Board of Directors may be filled only by persons elected by a majority of the remaining directors. A director elected by the Board to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified.
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There are three directors in the class whose term of office expires in 2020, Aida Álvarez, Joshua Bixby and Sunil Dhaliwal. Ms. Álvarez, Mr. Bixby and Mr. Dhaliwal have served as members of our Board of Directors since August 2019, February 2020 and March 2011, respectively. If elected at the Annual Meeting, these nominees would serve until the 2023 Annual Meeting of Shareholders and until a successor has been duly elected and qualified, or, if sooner, until the director’s death, resignation or removal. Our policy is to encourage directors and nominees for director to attend the Annual Meeting. We did not hold an annual meeting of shareholders in 2019.
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Directors are elected by a plurality of the votes of the holders of shares present in person or represented by proxy and entitled to vote on the election of directors. Accordingly, the three nominees receiving the highest number of affirmative votes will be elected. Each person nominated for election has agreed to serve if elected. The Company’s management has no reason to believe that any nominee will be unable to serve.
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The following is a brief biography of each nominee and each director whose term will continue after the annual meeting.
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Nominees for Election for a Three-year Term Expiring at the 2023 Annual Meeting
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The Honorable Aida Álvarez
AGE: 70 The Honorable Aida Álvarez has served as a member of our Board of Directors since August 2019. Ms. Álvarez has led important financial and government agencies and served in the cabinet of U.S. President William J. Clinton as the Administrator of the U.S. Small Business Administration. Ms. Álvarez serves on the board of directors of HP Inc., a technology company, Oportun Financial Corporation, a financial services company, and K12 Inc., a for-profit education company. She has previously served on the board of directors of Wal-Mart Stores, Inc., a retail company, MUFG Americas Holdings Corporation, a banking corporation, Zoosk, an online dating company, and PacifiCare Health Systems, Inc. Ms. Álvarez is the founding Chair of the Latino Community Foundation. Ms. Álvarez holds a B.A. from Harvard College. We believe that Ms. Álvarez is qualified to serve as a member of our Board of Directors because of her extensive experience in the technology and finance industries and her service on public company boards. |
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Joshua Bixby
AGE: 42 Joshua Bixby has served as our Chief Executive Officer and as a member of our Board of Directors since February 2020, and served as our President from May 2017 to February 2020. He has been on our executive leadership team since December 2015 and served in a part-time advisory role since 2013. From February 2013 to August 2013, Mr. Bixby served as Vice President of Acceleration at Radware Ltd., a cybersecurity and application delivery solutions company. Mr. Bixby served as President and co-founder of Strangeloop Networks, a web application acceleration solutions company, from June 2006 until its acquisition by Radware in February 2013. From October 2002 to April 2006, Mr. Bixby was a co-founder, President and Chief Executive Officer of IronPoint Technology, Inc., a content management software solutions company. Mr. Bixby is the founder of Stanley Park Ventures, an early stage foundry based in Vancouver, British Columbia. Mr. Bixby earned his B.A. in Management and Business Economics from the University of Toronto. We believe that Mr. Bixby is qualified to serve as a member of our Board of Directors because of his experience with technology companies and his experience on our executive leadership team. |
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Sunil Dhaliwal
AGE: 44 Sunil Dhaliwal has served as a member of our Board of Directors since March 2011. Mr. Dhaliwal is a general partner of Amplify Partners, a venture capital firm. Prior to founding Amplify Partners, Mr. Dhaliwal served as a General Partner of Battery Ventures, a venture capital and private equity firm, where he worked from 1998 to 2012. Mr. Dhaliwal previously worked in investment banking at Alex. Brown & Sons, Inc. from 1996 to 1998. He currently serves on the board of directors of several privately held technology companies. Mr. Dhaliwal holds a B.S. in Finance and International Business from Georgetown University. We believe that Mr. Dhaliwal is qualified to serve as a member of our Board of Directors because of his extensive experience with technology companies in our industry, his service on private company boards, and the historical knowledge and continuity he brings to our Board of Directors. |
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The Board Of Directors Recommends A Vote In Favor Of Each Named Nominee.
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David M. Hornik
AGE: 52 David M. Hornik has served as the Lead Independent Director of our Board of Directors since February 2020 and as a member of our Board of Directors since February 2013. Since 2000, Mr. Hornik has been a partner at August Capital, a venture capital firm. From August 2004 to September 2017, Mr. Hornik served as a member of the board of directors of Splunk, Inc, a software and data solutions company. Mr. Hornik has served as a member of the board of directors of Bill.com, a cloud-based software company that automates back-office financial operations, since May 2016. Prior to joining August Capital, Mr. Hornik was an intellectual property and corporate attorney at the law firms of Venture Law Group and Perkins Coie LLP, and a litigator at the law firm of Cravath, Swaine & Moore LLP. Mr. Hornik holds an A.B. from Stanford University, an M.Phil from Cambridge University and a J.D. from Harvard Law School. We believe that Mr. Hornik is qualified to serve as a member of our Board of Directors because of his extensive experience with technology companies in our industry, his service on public and private company boards, and the historical knowledge and continuity he brings to our Board of Directors. |
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Kelly Wright
AGE: 49 Kelly Wright has served as a member of our Board of Directors since June 2018. From February 2005 to December 2016, Ms. Wright served as the Executive Vice President, Sales of Tableau Software, a software company. Prior to 2005, Ms. Wright served as Vice President of Sales at AtHoc, Inc., a software company. She holds an B.A. in Political Science from Stanford University and an M.B.A. from The Wharton School at the University of Pennsylvania. We believe that Ms. Wright is qualified to serve as a member of our Board of Directors because of her experience growing sales organizations at various technology companies. |
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Artur Bergman
AGE: 40 Artur Bergman has served as our Chief Architect and Executive Chairperson and Chairperson of the Board of Directors since February 2020. He served as our Chief Executive Officer from Fastly’s founding in March 2011 until February 2020 and as a member of our Board of Directors since March 2011. From September 2007 to June 2011, Mr. Bergman served as Manager, Vice President, then Chief Technology Officer of Wikia, Inc., a global community knowledge-sharing platform. From November 2005 to March 2007, Mr. Bergman served as Engineering Manager for SixApart, a social networking service. From the second half of 2003 to August 2005, Mr. Bergman served as Engineering Manager of Fotango, Ltd., a subsidiary of Canon Europe. We believe that Mr. Bergman is qualified to serve as a member of our Board of Directors because of his industry knowledge and his experience as our founder, as well as his leadership experience and deep technical expertise. |
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Christopher B. Paisley
AGE: 67 Christopher B. Paisley has served as a member of our Board of Directors since July 2018. Since January 2001, Mr. Paisley has served as the Dean’s Executive Professor of Accounting at the Leavey School of Business at Santa Clara University. Mr. Paisley also serves as lead independent director of Equinix, Inc., a provider of network colocation, interconnection, and managed services, as a member of the board of Fortinet, Inc., a cybersecurity software company and a member of the board of directors of Ambarella, Inc., a developer of low-power, high-definition video compression and image processing semiconductors. Mr. Paisley is currently a member of the board of directors of Fitbit, Inc., a connected health and fitness company, (“Fitbit”). He has notified Fitbit that he does not intend to stand for re-election as a director of the company and his term will end at Fitbit’s 2020 annual meeting of shareholders. Mr. Paisley previously served as a director of Bridge Bank from August 2011 until June 2015, a director of Control4, a home automation company, from May 2006 until August 2015, and a director of YuMe, Inc., a provider of digital video brand advertising solutions, from November 2012 until its acquisition by RhythmOne plc in February 2018. Mr. Paisley holds a B.A. in business economics from the University of California at Santa Barbara and an M.B.A. from the Anderson School at the University of California at Los Angeles. We believe that Mr. Paisley’s substantial experience in the technology industry qualifies him to serve on our Board of Directors. |
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Member
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Committee Chair
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(1)
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Ms. Álvarez was appointed to the Board of Directors, the Compensation Committee and the Nominating and Corporate Governance Committee in August 2019.
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(2)
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Mr. Bergman and Mr. Bixby do not serve on any committees; Mr. Bixby did not serve on our Board of Directors in 2019.
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(3)
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Mr. Penchina resigned from our Board of Directors and all committees in August 2019.
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selecting a qualified firm to serve as the independent registered public accounting firm to audit our financial statements;
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helping to ensure the independence and performance of the independent registered public accounting firm;
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discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent accountants, our interim and year-end operating results;
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developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;
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reviewing our policies on risk assessment and risk management;
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reviewing related party transactions;
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obtaining and reviewing a report by the independent registered public accounting firm at least annually, that describes its internal
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approving (or, as permitted, pre-approving) all audit and all permissible non-audit services, other than de minimis non-audit services, to be performed by the independent registered public accounting firm.
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reviewing and approving, or recommending that our Board of Directors approve, the compensation of our executive officers, including evaluating the performance of our chief executive officer and, with his assistance, that of our other executive officers;
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reviewing and recommending to our Board of Directors the compensation of our directors;
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reviewing and approving, or recommending that our Board of Directors approve, the terms of compensatory arrangements with our executive officers;
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administering our equity and non-equity incentive plans;
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reviewing and approving, or recommending that our Board of Directors approve, incentive compensation and equity plans; and
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reviewing and establishing general policies relating to compensation and benefits of our employees and reviewing our overall compensation philosophy.
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evaluate the efficacy of our existing compensation strategy and practices in supporting and reinforcing our long-term strategic goals; and
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assist in refining our compensation strategy and in developing and implementing an executive compensation program to execute that strategy.
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identifying, evaluating, and selecting, or recommending that our Board of Directors approve, nominees for election to our Board of Directors and its committees;
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evaluating the performance of our Board of Directors and of individual directors;
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considering and making recommendations to our Board of Directors regarding the composition of our Board of Directors and its committees;
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reviewing developments in corporate governance practices;
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evaluating the adequacy of our corporate governance practices and reporting;
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developing and making recommendations to our Board of Directors regarding corporate governance guidelines and matters; and
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overseeing an annual evaluation of the Board’s performance.
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APPROVAL OF AN AMENDMENT TO OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
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The Board of Directors is requesting stockholder approval of an amendment to our Amended and Restated Certificate of Incorporation.
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On March 11, 2020, the Board of Directors approved, and recommended to the stockholders of the Company for approval, an amendment of Article IV(D)(1)(d) of our Amended and Restated Certificate of Incorporation in substantially the form of Appendix 1 hereto, to change the final conversion date of the Class B common stock from ten years following the Company’s IPO to seven years. The following text is marked to show the change to our Amended and Restated Certificate of Incorporation:
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“(d) “Final Conversion Date” means 5:00 p.m. in New York City, New York on the earlier to occur following the IPO of (i) the first trading day falling nine months after the date on which the outstanding shares of Class B Common Stock represent less than ten percent (10%) of the aggregate number of shares of the then outstanding Class A Common Stock and Class B Common Stock, (ii) the date specified by affirmative vote of the holders of at least a majority of the outstanding shares of Class B Common Stock, voting as a single class, or (iii) the first trading day falling
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Our Board of Directors and Nominating and Corporate Governance Committee reviewed the Amended and Restated Certificate of Incorporation provision from a legal and policy perspective. The Board is committed to good corporate governance. Accordingly, in determining whether to propose the amendment to our Amended and Restated Certificate of Incorporation, as described above, the Board carefully reviewed the various arguments for and against a change to the final conversion date.
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Our Board of Directors recognizes that a later final conversion date may offer several advantages, such as allowing those pre-IPO shareholders who support our long-term vision and strategy to increase their voting power over time, which we believe reduces our vulnerability to coercive takeover tactics and activism from institutions that adopt a short-term strategy with respect to similarly situated companies. The Board also recognizes, however, that a later final conversion date may appear to reduce directors’ accountability to stockholders, since our dual class structure allows certain members of management and stockholders who acquired their shares prior to our initial public offering to exert a disproportionate amount of control over the voting power of our outstanding stock. The Board believes that an earlier final conversion date of seven years demonstrates the Board's commitment to support an ongoing effort to adopt “best practices” in corporate governance. In light of evolving practices, our Board of Directors has determined that it is in the best interests of the Company and its stockholders to amend the final conversion provision.
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The proposed amendment may, if adopted, make it easier for one or more stockholders to, among other things, change the composition of our Board and, therefore, may make it more difficult for our Board to protect stockholders’ interests.
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The affirmative vote of the holders of a majority of the voting power of our outstanding shares of Class A common stock and Class B common stock, voting together, will be required to approve this amendment to our Amended and Restated Certificate of Incorporation.
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The Board of Directors Recommends a Vote in Favor of Proposal 2.
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RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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The Audit Committee of our Board of Directors has selected Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020 and has further directed that management submit the selection of its independent registered public accounting firm for ratification by the stockholders at the annual meeting. Deloitte & Touche LLP has audited our financial statements since 2014. Representatives of Deloitte & Touche LLP are expected to be present at the virtual Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.
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Neither our Bylaws nor other governing documents or law require shareholder ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm. However, the Audit Committee of the Board is submitting the selection of Deloitte & Touche LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of different independent auditors at any time during the year if they determine that such a change would be in the best interests of us and our stockholders.
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The affirmative vote of the holders of a majority of the shares present in person or represented by proxy and entitled to vote on the matter at the annual meeting will be required to ratify the selection of Deloitte & Touche LLP.
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Principal Accountant Fees and Services
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The following table represents aggregate fees billed to the Company for the fiscal years ended December 31, 2019 and 2018, by Deloitte & Touche LLP, the Company’s independent registered public accounting firm.
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Pre-Approval Policies and Procedures
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The Audit Committee has adopted a policy and procedures for the pre-approval of audit and non-audit services rendered by our independent registered public accounting firm, Deloitte & Touche LLP. The policy generally pre-approves specified services in the defined categories of audit services, audit-related services and tax services up to specified amounts. Pre-approval may also be given as part of the Audit Committee’s approval of the scope of the engagement of the independent auditor or on an individual, explicit, case-by-case basis before the independent auditor is engaged to provide each service. The pre-approval of services may be delegated to one or more of the Audit Committee’s members, but the decision must be reported to the full Audit Committee
at its next scheduled meeting.
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The Board Of Directors Recommends A Vote In Favor Of Proposal 3.
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Total Beneficial Ownership
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Class A Common Stock
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Class B Common Stock
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Voting Power
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Name of Beneficial Owner
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Shares
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%
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Shares
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%
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% of
Total Voting Power |
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5% Stockholders:
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Entities Affiliated with August Capital(1)
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—
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—
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5,304,855
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21.5%
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16.7%
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Entities Affiliated with Iconiq Strategic Partners(2)
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6,774,333
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9.5%
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—
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—
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2.1%
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Entities Affiliated with Amplify Partners(3)
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—
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—
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3,937,741
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15.9%
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12.4%
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Entities Affiliated with Abdiel Qualified Master Fund(4)
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8,452,987
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11.9%
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—
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—
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2.7%
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Named Executive Officers and Directors:
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Aida Álvarez
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—
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—
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—
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—
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—
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Artur Bergman(5)
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—
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—
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11,805,423
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46.1%
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36.0%
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Joshua Bixby(6)
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1,562
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*
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808,565
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3.2%
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2.5%
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Paul Luongo(7)
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101,851
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*
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365,840
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1.5%
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1.2%
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David Hornik(8)
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179,630
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*
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5,304,855
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21.5%
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16.7%
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Sunil Dhaliwal(9)
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103,687
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*
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3,937,741
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15.9%
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12.4%
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Christopher Paisley(10)
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—
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—
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229,838
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*
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*
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Kelly Wright(11)
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—
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—
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226,838
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*
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*
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All executive officers and directors as a group (10 persons)(12)
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386,730
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*
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23,748,946
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86.3%
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68.6%
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*
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Less than one percent.
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(1)
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Consists of (i) 2,886,971 shares of Class B common stock held by August Capital VI, L.P. and (ii) 2,417,884 shares of Class B common stock held by August Capital VI Special Opportunities, L.P. August Capital Management VI, L.L.C. is the general partner of August Capital VI, L.P. and August Capital VI Special Opportunities, L.P. Howard Hartenbaum, David M. Hornik, and W. Eric Carlborg are members of August Capital Management VI, L.L.C. These individuals may be deemed to have shared voting and investment power over the shares held by August Capital VI, L.P. and August Capital VI Special Opportunities, L.P. Mr. Hornik is a member of our board of directors. The address for the August Capital entities is 1475 Folsom Street, #200, San Francisco, CA 94103.
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(2)
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Based on information contained in a Schedule 13G filed on February 14, 2020, by ICONIQ Strategic Partners II, L.P. ICONIQ Strategic Partners II, L.P. beneficially owns 3,104,114 shares of our Class B common stock, ICONIQ Strategic Partners II-B, L.P. beneficially owns 2,429,909 shares of our Class B common stock and ICONIQ Strategic Partners II Co-Invest, L.P., Series FT beneficially owns 1,240,310 shares of our Class B common stock. ICONIQ Strategic Partners II GP, L.P. is the general partner of each of ICONIQ Strategic Partners II-B, L.P. and ICONIQ Strategic Partners II Co-Invest, L.P., FT Series. ICONIQ Strategic Partners II TT GP, Ltd. is the general partner of ICONIQ Strategic Partners II GP, L.P. Divesh Makan and William Griffith are the sole equity holders and directors of ICONIQ Strategic Partners II TT GP, Ltd. and may be deemed to share voting and dispositive power over the shares noted above. The address for the ICONIQ entities is c/o ICONIQ Strategic Partners, 394 Pacific Avenue, 2nd Floor, San Francisco, CA 94111.
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(3)
|
Consists of (i) 3,098,407 shares of Class B common stock held by Amplify Partners, L.P. and (ii) 839,334 shares of Class B common stock held by AP Opportunity Fund LLC. Amplify GP Partners, LLC is the sole general partner of Amplify Partners, L.P. and AP Opportunity Fund LLC. Sunil Dhaliwal, a member of our Board of Directors, is the managing member of Amplify GP Partners, LLC. The address for the Amplify entities is 800 Menlo Avenue, Suite 220, Menlo Park, CA 94025.
|
(4)
|
Based on information contained in a Form 4 filed on March 12, 2020. Consists of (i) 8,201,558 shares of Class A common stock held by Abdiel Qualified Master Fund, L.P. and (ii) 251,429 shares of Class A common stock held by Abdiel Capital, L.P. Abdiel Capital Management, LLC and Abdiel Capital Advisors, LP serve as the general partner and the investment manager, respectively, of Abdiel Qualified Master Fund, LP and Abdiel Capital, LP. Colin T. Moran serves as managing member of Abdiel Capital Management, LLC and Abdiel Capital Partners, LLC, which serves as the general partner of Abdiel Capital Advisors, LP. The address for the Abdiel entities is 410 Park Avenue, Suite 530, New York, NY 10022.
|
(5)
|
Consists of (i) 10,886,589 shares of Class B common stock held by Mr. Bergman, 2,836,980 of which are pledged as collateral to secure certain personal indebtedness, see “Information Regarding the Board of Directors and Corporate Governance—Insider Trading Policy and Other Restrictions” for more information on Board and committee oversight of Mr. Bergman’s pledging arrangement, (ii) 1,700,000 shares of Class B common stock held by The Artur Bergman 2019 Annuity Trust One, of which Mr. Bergman is trustee, (iii) 800,000 shares of Class B common stock held by The Artur Bergman 2019 Annuity Trust One, of which Mr. Bergman is trustee, and (iv) 918,834 shares of Class B common stock issuable upon the exercise of stock options granted to Mr. Bergman that are exercisable within 60 days of March 15, 2020.
|
(6)
|
Consists of (i) 1,562 shares of Class A common stock, (ii) 146,065 shares of Class B common stock and (iii) 662,500 shares of Class B common stock issuable upon the exercise of stock options granted to Mr. Bixby that are exercisable within 60 days of March 15, 2020, 202,068 of which are unvested as of such date.
|
(7)
|
Consists of (i) 101,851 shares of Class A common stock, (ii) 292,130 shares of Class B common stock and (iii) 73,710 shares of Class B common stock issuable upon the exercise of stock options granted to Mr. Luongo that are exercisable within 60 days of March 15, 2020, 66,664 of which are unvested as of such date.
|
(8)
|
Consists of (i) 179,630 shares of Class A common stock held by Mr. Hornik, (ii) 2,886,971 shares of Class B common stock held by August Capital VI, L.P. and (iii) 2,417,884 shares of Class B common stock held by August Capital VI Special Opportunities, L.P. August Capital Management VI, L.L.C. is the general partner of August Capital VI, L.P. and August Capital VI Special Opportunities, L.P. Mr. Hornik is a member of August Capital Management VI, L.L.C. Mr. Hornik may be deemed to have shared voting and investment power over the shares held by August Capital VI, L.P. and August Capital VI Special Opportunities, L.P.
|
(9)
|
Consists of (i) 103,687 shares of Class A common stock held by Mr. Dhaliwal, (ii) 3,098,407 shares of Class B common stock held by Amplify Partners, L.P. and (iii) 839,334 shares of Class B common stock held by AP Opportunity Fund LLC. Amplify GP Partners, LLC is the sole general partner of Amplify Partners, L.P. and AP Opportunity Fund LLC. Mr. Dhaliwal is the managing member of Amplify GP Partners, LLC.
|
(10)
|
Consists of (i) 125,000 shares of Class B common stock, 24,445 of which are subject to a right of repurchase, and (ii) 104,838 shares of Class B common stock issuable upon the exercise of stock options granted to Mr. Paisley that are exercisable within 60 days of March 15, 2020, all of which are unvested as of such date.
|
(11)
|
Consists of 226,838 shares of Class B common stock, 129,284 of which are subject to a right of repurchase.
|
(12)
|
Consists of (i) 20,919,218 shares of Class B common stock held by all current executive officers and directors as a group and (ii) 2,829,728 shares that all current executive officers and directors as a group have the right to acquire from us within 60 days of March 15, 2020 pursuant to the exercise of options, of which 283,903 of the shares would be unvested as of such date.
|
|
Name
|
| |
Age
|
| |
Position
|
|
|
Artur Bergman
|
| |
40
|
| |
Chief Architect, Executive Chairperson, and Director
|
|
|
Joshua Bixby
|
| |
42
|
| |
Chief Executive Officer and Director
|
|
|
Adriel Lares
|
| |
47
|
| |
Chief Financial Officer
|
|
|
Paul Luongo
|
| |
48
|
| |
General Counsel and Senior Vice President, Trust
|
|
|
Wolfgang Maasberg
|
| |
47
|
| |
Executive Vice President of Sales
|
|
|
| |
Paul Luongo
AGE: 48 Paul Luongo has served as our General Counsel and Senior Vice President, Trust since January 2019, our General Counsel and Senior Vice President from August 2017 to December 2018, and joined Fastly as General Counsel and Vice President in January 2014. From May 2007 to January 2014, Mr. Luongo served in various legal capacities at Salesforce.com, a cloud-based software company, and ultimately as a Vice President and Assistant General Counsel. From July 2004 to April 2007, Mr. Luongo served in various legal capacities at Intel Corporation, a semiconductor and technology company, and ultimately as a Senior Attorney. Mr. Luongo began his legal career as an associate at Cooley LLP, an international law firm, in May 2000. Mr. Luongo has a B.A. in American History from the University of Pennsylvania, an M.P.P. from the University of Michigan School of Public Policy, and a J.D. from the University of Michigan Law School. |
|
| |
Wolfgang Maasberg
AGE: 47 Wolfgang Maasberg has served as our Executive Vice President of Sales since March 2019. From April 2016 to March 2019, Mr. Maasberg served as Senior Vice President of Global Sales and Field Operations. From November 2014 to March 2016, Mr. Maasberg served as Group Vice President Sales, Oracle Marketing Cloud for Oracle Corporation, a database software and technology company. From June 2013 to October 2014, Mr. Maasberg was Senior Vice President of Global Sales and Field Operations for Turn, an advertising technology company. Mr. Maasberg previously served as President and Chief Executive Officer of Lyris Technologies, Inc., an email and marketing automation company, and in various senior sales leadership positions at several companies, including Adobe, Omniture (acquired by Adobe) and Coremetrics (acquired by IBM). Mr. Maasberg started his career in technology at Dell Computer Corp in 1997. |
•
|
Artur Bergman, our Chief Architect, Executive Chairperson, and Director;
|
•
|
Joshua Bixby, our President and Chief Executive Officer and Director; and
|
•
|
Paul Luongo, our General Counsel and Senior Vice President, Trust.
|
|
Name and Principal Position
|
| |
Year
|
| |
Salary
|
| |
Bonus(1)
|
| |
Stock
Awards(2) |
| |
Option
Awards(3) |
| |
All Other
Compensation(4) |
| |
Total
|
|
|
Joshua Bixby
|
| |
2019
|
| |
$425,000(7)
|
| |
$—
|
| |
$2,052,885
|
| |
$—
|
| |
$—
|
| |
$2,477,884
|
|
|
Chief Executive Officer and Director(6)
|
| |
2018
|
| |
$425,000(7)
|
| |
$—
|
| |
$—
|
| |
$749,480
|
| |
$—
|
| |
$1,174,480
|
|
|
Artur Bergman
|
| |
2019
|
| |
$504,000
|
| |
$—
|
| |
$5,930,567
|
| |
$—
|
| |
$54
|
| |
$6,434,620
|
|
|
Chief Architect, Executive Chairperson and Director(5)
|
| |
2018
|
| |
$360,000
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
$54
|
| |
$360,054
|
|
|
Paul Luongo
|
| |
2019
|
| |
$450,000
|
| |
$15,285
|
| |
$1,824,778
|
| |
$—
|
| |
$54
|
| |
$2,290,117
|
|
|
General Counsel and Senior Vice President, Trust
|
| |
2018
|
| |
$400,000
|
| |
$—
|
| |
$—
|
| |
$374,740
|
| |
$54
|
| |
$774,794
|
|
(1)
|
Represents bonus paid in connection with the completion of our initial public offering.
|
(2)
|
Amounts shown in this column do not reflect dollar amounts actually received by our Named Executive Officers. Instead, in accordance with SEC rules, these amounts reflect the aggregate grant date fair value of restricted stock units awards granted during 2019, computed in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic 718 for stock-based compensation transactions (“ASC Topic 718”). Assumptions used in the calculation of these amounts are included in Note 11 to our Consolidated Financial Statements included in our Annual Report on Form 10-K, filed with the SEC on March 4, 2020 (our "Annual Report”).
|
(3)
|
Amounts shown in this column do not reflect dollar amounts actually received by our Named Executive Officers. Instead, in accordance with SEC rules, these amounts reflect the aggregate grant date fair value of option awards granted during 2018, computed in accordance with ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 11 to our Consolidated Financial Statements included in our Annual Report. Our Named Executive Officers will only realize compensation to the extent the trading price of our Class A common stock is greater than the exercise price of such stock options.
|
(4)
|
Amounts reported include life insurance premiums paid by us on behalf of Mr. Bergman and Mr. Luongo.
|
(5)
|
Mr. Bergman served as our Chief Executive Officer as of December 31, 2019. On February 18, 2020, Mr. Bergman ceased serving as our Chief Executive Officer and was appointed as our Chief Architect and Executive Chairperson. Mr. Bergman also continues to serve as a member of our Board of Directors.
|
(6)
|
Mr. Bixby served as our President as of December 31, 2019. On February 18, 2020, Mr. Bixby was appointed as our Chief Executive Officer.
|
(7)
|
Amounts reported represent payments to Possibilities Trainings Group in accordance with the terms of Mr. Bixby's consulting agreement. See “Employment, Severance, and Change in Control Agreements.”
|
|
|
| |
Option Awards(1)
|
| |
Stock Awards(1)
|
| ||||||||||||||||||
|
|
| |
Vesting
Commencement Date |
| |
Grant Date
|
| |
Number of
Securities Underlying Unexercised Options (#) Exercisable |
| |
Number of
Securities Underlying Unexercised Options (#) Unexercisable |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| |
Number of
Shares or Units of Stock That Have Not Vested(#)(9) |
| |
Market
Value of Shares or Units of Stock That Have Not Vested($)(2) |
|
|
Artur Bergman
|
| |
3/3/2015
|
| |
6/2/2015
|
| |
918,834(3)
|
| |
—
|
| |
$1.15
|
| |
6/1/2025
|
| |
—
|
| |
$—
|
|
|
|
| |
8/15/2019
|
| |
8/7/2019
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
302,889(10)
|
| |
6,078,982
|
|
|
Joshua Bixby
|
| |
10/28/2013
|
| |
10/31/2013
|
| |
12,500(5)
|
| |
—
|
| |
0.3112
|
| |
10/30/2023
|
| |
—
|
| |
—
|
|
|
|
| |
3/3/2015
|
| |
3/3/2015
|
| |
100,000(6)
|
| |
—
|
| |
1.15
|
| |
3/2/2025
|
| |
—
|
| |
—
|
|
|
|
| |
7/11/2016
|
| |
7/12/2016
|
| |
250,000(4)(7)
|
| |
36,456
|
| |
2.36
|
| |
7/11/2026
|
| |
—
|
| |
—
|
|
|
|
| |
7/1/2017
|
| |
8/1/2017
|
| |
200,000(4)(7)
|
| |
79,157
|
| |
3.14
|
| |
7/31/2027
|
| |
—
|
| |
—
|
|
|
|
| |
12/19/2018
|
| |
12/20/2018
|
| |
160,000(4)(8)
|
| |
149,996
|
| |
7.50
|
| |
12/19/2028
|
| |
—
|
| |
—
|
|
|
|
| |
8/15/2019
|
| |
8/7/2019
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
104,846(10)
|
| |
2,104,259
|
|
|
Paul Luongo
|
| |
3/3/2015
|
| |
3/3/2015
|
| |
144,999(4)(9)
|
| |
—
|
| |
1.15
|
| |
3/2/2025
|
| |
—
|
| |
—
|
|
|
|
| |
12/19/2018
|
| |
12/20/2018
|
| |
100,000(4)(8)
|
| |
74,998
|
| |
7.50
|
| |
12/19/2028
|
| |
—
|
| |
—
|
|
|
|
| |
8/15/2019
|
| |
8/7/2019
|
| |
—
|
| |
—
|
| |
$—
|
| |
—
|
| |
93,196(10)
|
| |
$1,870,444
|
|
(1)
|
The unvested shares subject to these awards may be subject to accelerated vesting upon a qualifying termination of employment, see “Employment, Severance and Change in Control Agreements.” All option awards were granted under our 2011 Equity Incentive Plan, and all stock awards were granted under our 2019 Equity Incentive Plan.
|
(2)
|
The market values of the restricted stock unit awards that have not vested are calculated by multiplying the number of shares underlying the award by $20.07, the closing price of our Class A common stock on December 31, 2019 (the last day of our fiscal year).
|
(3)
|
This option became fully vested on March 1, 2019.
|
(4)
|
This option was immediately exercisable upon grant as to unvested shares subject thereto, and to the extent the named executive officer has exercised his right to purchase any of such shares and the shares are unvested as of a given date, such shares will remain subject to a right of repurchase by us upon the termination of the service of such named executive officer.
|
(5)
|
This option became fully vested on October 28, 2015.
|
(6)
|
1/24th of the total shares subject to this option will vest monthly commencing on the vesting commencement date, subject to continuous service through each such date. As of December 31, 2019, 100,000 shares were vested.
|
(7)
|
1/48th of the total shares subject to this option will vest monthly measured from the vesting commencement date, subject to continuous service through each such date. As of December 31, 2019, 151,041 and 70,833 shares are vested, respectively.
|
(8)
|
1/48th of the total shares subject to this option will vest monthly measured from the vesting commencement date, subject to continuous service through each such date. As of December 31, 2019, 74,998 shares were vested.
|
(9)
|
Represents restricted stock units granted under our 2019 Equity Incentive Plan.
|
(10)
|
1/4th of the total shares subject to this restricted stock unit award will vest on August 15, 2020 and 1/16th will vest quarterly thereafter, subject to continuous service through each such date.
|
|
Plan Category
|
| |
Number of
securities to be issued upon exercise of outstanding stock options (a) |
| |
Weighted-average
exercise price of outstanding stock options (b)(2) |
| |
Number of
securities remaining available for issuance under equity compensation plans (excluding securities reflected in column (a)) |
|
|
Equity compensation plans approved by stockholders(1)
|
| |
11,269,106
|
| |
$4.6838
|
| |
14,565,154(3)
|
|
|
Equity compensation plans not approved by stockholders
|
| |
—
|
| |
—
|
| |
—
|
|
|
Total
|
| |
11,269,106
|
| |
$4.6838
|
| |
14,565,154
|
|
(1)
|
The equity compensation plans approved by security holders are described in Note 11 to our financial statements included in our Annual Report.
|
(2)
|
Excludes 1,640,793 shares issuable upon vesting of outstanding awards of restricted stock units, as such shares have no exercise price.
|
(3)
|
The reserve for shares available under the 2019 Plan automatically increases on January 1st each year, through and including January 1, 2029, in an amount equal to 5% of the total number of shares of our capital stock outstanding on the last day of the preceding fiscal year, or a lesser number of shares as determined by the Board of Directors.
|
|
Name
|
| |
Fees Earned or
Paid in Cash |
| |
Stock
Awards(1)(2) |
| |
Total
|
|
|
Aida Álvarez
|
| |
$21,250
|
| |
$160,399
|
| |
$21,250
|
|
|
Sunil Dhaliwal
|
| |
20,000
|
| |
—
|
| |
20,000
|
|
|
David Hornik
|
| |
21,875
|
| |
—
|
| |
21,875
|
|
|
Christopher Paisley
|
| |
26,875
|
| |
—
|
| |
26,875
|
|
|
Kelly Wright
|
| |
22,500
|
| |
—
|
| |
22,500
|
|
|
Gil Penchina(3)
|
| |
3,928
|
| |
—
|
| |
3,928
|
|
(1)
|
Amounts shown in this column do not reflect dollar amounts actually received by our non-employee directors. Instead, in accordance with SEC rules, these amounts reflect the aggregate grant date fair value of restricted stock units awards granted during 2019, computed in accordance with ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 11 to our Consolidated Financial Statements included in our Annual Report. The table below lists the aggregate number of shares subject to stock awards held by each of our non-employee directors as of December 31, 2019.
|
(2)
|
We did not grant any stock awards or stock options to our non-employee directors in 2019, other than Ms. Álvarez. The table below lists the aggregate number of shares subject to outstanding stock options held by each of our non-employee directors as of December 31, 2019.
|
(3)
|
Mr. Penchina resigned from our Board of Directors, including all committees, in August 2019.
|
|
Name
|
| |
Number of Shares
Subject to Outstanding Options as of December 31, 2019 |
| |
Number of Shares
Subject to Outstanding RSUs as of December 31, 2019 |
|
|
Aida Álvarez
|
| |
—
|
| |
—
|
|
|
Sunil Dhaliwal
|
| |
—
|
| |
—
|
|
|
David Hornik
|
| |
—
|
| |
—
|
|
|
Christopher Paisley
|
| |
104,838
|
| |
—
|
|
|
Kelly Wright
|
| |
—
|
| |
—
|
|
|
Board Committee
|
| |
Chairperson Fee
|
| |
Member Fee
|
|
|
Audit Committee
|
| |
$20,000
|
| |
$10,000
|
|
|
Compensation Committee
|
| |
10,000
|
| |
5,000
|
|
|
Nominating and Corporate Governance Committee
|
| |
7,500
|
| |
3,750
|
|
One:
|
The name of the corporation is Fastly, Inc. (the “Company”).
|
Two:
|
The original name of the Company is SkyCache, Inc. and the date of filing the original Certificate of Incorporation of the Company with the Secretary of State of the State of Delaware was March 2, 2011.
|
Three:
|
Article IV(D)(1)(d) of the Amended and Restated Certificate of Incorporation of the Company is hereby amended to read in full as follows:
|
Four:
|
This Certificate of Amendment to the Amended and Restated Certificate of Incorporation has been duly approved by the Board of Directors of the Company.
|
Five:
|
This Certificate of Amendment to the Amended and Restated Certificate of Incorporation wasapproved by the holders of the requisite number of shares of the Company in accordance with Section 228 of theDGCL. This Certificate of Amendment to the Amended and Restated Certificate of Incorporation has been dulyadopted in accordance with the provisions of Sections 242 and 245 of the DGCL by the stockholders of the Company.
|
Six:
|
All other provisions of the Amended and Restated Certificate of Incorporation shall remain in full forceand effect
|
|
|
| |
Fastly, Inc.
|
| |||
|
|
| |
|
| |||
|
|
| |
By:
|
| |
|
|
|
|
| |
|
| |
Adriel Lares
Chief Financial Officer |
|