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.
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Item 9.01 Financial Statements and Exhibits.
(d)Exhibits
Exhibit
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)
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