Independent
Tenure on this board
6.8 yrs
Also a director at
Stride Inc (LRN)Bill Holdings Inc (BILL)
3 nominees · 3 ballot items.
Election of three Class I directors; Ratification of KPMG LLP as independent registered public accounting firm for 2026; Advisory (non-binding) vote to approve named executive officers’ compensation for 2025.
Elect three nominees (Aida Álvarez, Charles Compton, Richard Daniels) as Class I directors to serve until the 2029 annual meeting.
Ratify the Audit Committee’s selection of KPMG LLP as the company’s independent registered public accounting firm for the year ending December 31, 2026.
This management proposal asks stockholders to ratify the Audit Committee’s selection of KPMG LLP as Fastly’s independent registered public accounting firm for fiscal 2026. Management is seeking shareholder approval as a matter of good corporate practice even though the bylaws do not require ratification. The context includes a recent auditor transition: Deloitte was dismissed and KPMG was selected on March 4, 2026 after the Audit Committee’s review; Deloitte’s prior reports for 2024 and 2025 were unqualified and there were no unresolved disagreements, though a previously disclosed material weakness in internal controls over financial reporting was noted for 2024 and the company reports it has been remediated as of December 31, 2025. The board recommends a vote FOR, noting Audit Committee oversight of auditor independence and pre-approval policies; if shareholders do not ratify, the Audit Committee may reconsider its selection, and even if ratified, the Committee may change auditors during the year if deemed appropriate.
Non-binding advisory vote to approve the compensation of the company’s named executive officers for 2025 as disclosed in the proxy statement.
This management proposal seeks a non-binding advisory approval of the 2025 compensation paid to Fastly’s Named Executive Officers (NEOs), as disclosed in the proxy statement. Management frames the program as pay-for-performance and describes outreach to stockholders since 2023; it cites changes made in response to shareholder feedback (e.g., introduction of rTSR PSUs, adjustments to performance metrics and PSU mix) and highlights 2025 compensation outcomes such as above-target incentive achievement and changes implemented for 2026. The Board and Compensation Committee recommend a FOR vote, and commit to considering the advisory vote outcome in future compensation decisions. The vote is non-binding but used as an important signal for management and the Compensation Committee.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 7.0% | 11,017,485 | $320M |
| 2 | Legal General Group Plc | 5.1% | 8,019,492 | $233M |
| 3 | FIRST TRUST ADVISORS LP | 4.5% | 7,031,952 | $204M |
| 4 | FMR LLC | 3.9% | 6,154,398 | $179M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 3.8% | 5,997,103 | $174M |
| 6 | BlackRock, Inc. | 3.7% | 5,852,953 | $170M |
| 7 | TWO SIGMA INVESTMENTS, LP | 3.6% | 5,614,247 | $163M |
| 8 | BlackRock, Inc. | 2.7% | 4,286,214 | $125M |
| 9 | VOYA INVESTMENT MANAGEMENT LLC | 2.5% | 3,898,046 | $113M |
| 10 | Capital World Investors | 2.4% | 3,754,537 | $109M |
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