Independent
Tenure on this board
7.0 yrs
Also a director at
Stride Inc (LRN)Bill Holdings Inc (BILL)
Meeting calendar
FSLY · Annual meeting · Wednesday, June 3, 2026
Fastly Inc
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.
Market cap
$3.2B
1Y TSR
+164.2%
Board grade
C
Record date
Apr 13, 2026
Filing
DEF 14A
Meeting concluded · Jun 3, 2026
Follow how the vote landed and what changed on Fastly Inc’s board — director track records, governance grades, and ongoing monitoring — on the Boardroom Alpha platform.
Proposals
On the ballot3
- 1
Election of Directors
ManagementBoard: FORElect three nominees (Aida Álvarez, Charles Compton, Richard Daniels) as Class I directors to serve until the 2029 annual meeting.
- 2
Ratification of Selection of Independent Registered Public Accounting Firm
ManagementBoard: FORRatify the Audit Committee’s selection of KPMG LLP as the company’s independent registered public accounting firm for the year ending December 31, 2026.
More detail
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.
- 3
Advisory Vote on Executive Compensation (Say-on-Pay
ManagementBoard: FORNon-binding advisory vote to approve the compensation of the company’s named executive officers for 2025 as disclosed in the proxy statement.
More detail
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.
Director elections
Nominees on the ballot3
Charles 'Kip' Compton
Not independent
Tenure on this board
New nominee
Independent
Tenure on this board
4.7 yrs
Ownership
Latest 13F quarterTop institutional holders10
| # | 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 |
Peers
Nearest market capOther Technology sector meetings6
Upcoming shareholder meetings at Fastly Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.
Agilysys IncAGYS
Annual meeting·Sep 2, 2026·$3.0B
Kyndryl Holdings IncKD
Annual meeting·Jul 30, 2026·$2.7B
Liveramp Holdings IncRAMP
Special meeting·Aug 17, 2026·$2.3B
Global Business Travel Group IncGBTG
Special meeting·Aug 3, 2026·$4.9B
Dxc Technology CoDXC
Annual meeting·Jul 21, 2026·$1.5B
Pagaya Technologies LtdPGY
Annual meeting·Aug 17, 2026·$1.4B
Reference
Frequently asked questions
- When is the Fastly Inc 2026 annual meeting?
- Fastly Inc (FSLY) holds its 2026 annual shareholder meeting on Wednesday, June 3, 2026.
- What is the record date for the Fastly Inc 2026 meeting?
- The record date for the Fastly Inc 2026 meeting is Monday, April 13, 2026. Shareholders of record on or before that date are eligible to vote.
- Who are the director nominees for Fastly Inc's 2026 meeting?
- The board is presenting 3 director nominees at the Fastly Inc 2026 meeting, listed with their independence status and background.
- What proposals will shareholders vote on at the Fastly Inc 2026 meeting?
- Shareholders will vote on 3 proposals at the Fastly Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.
Disclaimer
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.