📄 What This Proxy Statement Is 🧐

This document, a Proxy Statement (DEF 14A), is Fastly's official invitation and guide for its annual meeting of stockholders. Think of it as a detailed instruction manual explaining exactly what shareholders will vote on and why. It is issued in preparation for the 2026 annual meeting, which is scheduled for Wednesday, June 3, 2026.

👉 Key Takeaway: This statement does not report financial performance; it tells shareholders how the company is governed and what votes are required to keep the company running smoothly. The annual meeting will be held virtually at www.virtualshareholdermeeting.com/FSLY2026.

🏢 What Fastly, Inc. Does 🌐

Fastly is a global corporation that operates in the technology and internet infrastructure space. While the proxy statement focuses on governance, it highlights that the company aims to make the internet "fast, safe, and engaging for everyone."

👉 In simple terms: Fastly provides the necessary infrastructure that allows websites and applications to load quickly and reliably across the globe, acting as a crucial backbone for the modern internet.

🗓️ Meeting Logistics & Record Date 🗓️

The annual meeting is set for June 3, 2026. The record date—the critical cutoff date for ownership—is April 13, 2026. Only stockholders who own shares of record by the close of business on this date are entitled to vote.

👉 Important Detail: The company is conducting the meeting virtually to increase participation for a wider audience and to manage costs and planning involved with an in-person meeting.

🧑‍🤝‍🧑 Board of Directors & Governance Oversight 🛡️

The Board of Directors is the group responsible for overseeing the company's management and ensuring it acts in the best interests of the shareholders. The Board has established a strong governance structure to maintain independence and effective oversight.

• Leadership Structure: Fastly maintains a strong corporate governance practice by ensuring the roles of the Board Chairperson and the Chief Executive Officer (CEO) are separate. Management believes this separation enhances Board independence and objective evaluation.
• Board Independence: The Board determined that seven of the nine directors—Aida Álvarez, Richard Daniels, David Hornik, Paula Loop, Charles Meyers, Christopher B. Paisley, and Vanessa Smith—are considered "independent directors" under Nasdaq rules.
• Risk Management: The Board oversees a broad range of risks, including strategic risk, operational risk, information security risk, and the emerging risks associated with Artificial Intelligence (“AI”) and cybersecurity.

🏛️ Key Board Committees and Responsibilities 📜

Fastly has three primary committees, each with specific, legally mandated roles to protect shareholder interests.

• The Audit Committee: This committee (chaired by Mr. Paisley) is responsible for overseeing the financial reporting process. Its duties include selecting the independent accounting firm, reviewing internal controls over financial reporting, and reviewing financial risk matters like investment and foreign exchange risks.
• The Compensation Committee: This committee (chaired by Mr. Meyers) reviews and recommends compensation for executive officers, ensuring that pay programs align with company performance and ethical standards.
• Nominating and Corporate Governance Committee: This committee (chaired by Ms. Álvarez) manages the board's composition, identifying and recommending potential director candidates. It also oversees the company's adherence to ethical standards and best practices.

🗳️ Proposal 1: Election of Directors 👔

This proposal asks shareholders to elect three directors: Aida Álvarez, Charles Compton, and Richard Daniels. These nominees are being considered for a three-year term, expiring at the 2029 annual meeting.

• Nominee Backgrounds: The Board supports these candidates, noting their extensive experience. For instance, Aida Álvarez has served on boards like Stride, Inc., and Bill.com Holdings, Inc. Charles Compton brings over 25 years of experience in cloud and networking.
• Voting Rule: Directors are elected by a plurality of votes. This means the three nominees who receive the highest number of "For" votes will be elected.

🔎 Proposal 2: Ratifying the Independent Auditor 💼

This section is significant because it announces a change in the company's accounting partner. The Audit Committee has selected KPMG LLP as the independent registered public accounting firm for the year ending December 31, 2026, and has formally dismissed Deloitte & Touche LLP ("Deloitte").

• The Auditor Change: Shareholders are asked to ratify KPMG’s selection.
• Audit History: While Deloitte provided statements on the financials for the years ended December 31, 2025 and 2024, the report noted a "material weakness" in internal controls over financial reporting for the year ended December 31, 2024. The Audit Committee confirmed that this material weakness has been remediated as of December 31, 2025.
• Fee Comparison (Deloitte Only): The table shows that the total fees billed by Deloitte for 2025 were $3,598 thousand, compared to $3,204 thousand in 2024.

💰 Proposal 3: Advisory Vote on Executive Compensation 💵

This is a "Say-on-Pay" vote. Shareholders are asked to cast an advisory vote on the compensation package for the company's Named Executive Officers.

👉 What it matters: This vote is advisory, meaning it is not a vote that can legally deny compensation, but it sends a powerful signal of shareholder approval or disapproval regarding the pay structure.

♻️ Environmental, Social, and Governance (ESG) Practices 🌿

Fastly is communicating its commitment to broader sustainability and ethical operations through its ESG disclosures. These matters are reviewed by the Nominating and Corporate Governance Committee.

• GHG Inventory: Fastly published its first comprehensive greenhouse gas (GHG) inventory across Scopes 1, 2, and 3.
• Sustainability Goals: The company has committed to achieving 100% global renewable electricity coverage for its direct electricity consumption and plans to develop a climate transition plan.
• Corporate Conduct: The company utilizes a Code of Conduct and Corporate Governance Guidelines to ensure ethical, transparent, and independent business operations.

📌 Important Logistical Details and Voting 🗳️

The proxy statement provides extensive instructions on how shareholders can vote their shares.

• Stockholder of Record: If your shares are registered in your name with Equiniti Trust Company, LLC, you are the stockholder of record and can vote online, by proxy card, or by phone.
• Beneficial Owner: If your shares are held by a broker or bank, the broker or bank is the stockholder of record, and they are responsible for providing you with voting instructions.
• Proxy Deadline: To ensure a vote is counted, proxies must be returned by the day before the annual meeting.

📞 Contacts and Next Steps 📬

For stockholders interested in reviewing materials or submitting questions, several resources are provided:

• Proxy Materials Site: http://materials.proxyvote.com
• Virtual Meeting: www.virtualshareholdermeeting.com/FSLY2026
• Investor Relations Email: [email protected]
• Proxy Submission Address: Fastly, Inc., Attn: Secretary, 475 Brannan Street, Suite 300, San Francisco, CA 94107

🧠 The Analogy — 🏰

Think of the Annual Meeting of Stockholders like an annual town hall meeting for a large, complex city (Fastly). The company doesn't report its daily traffic counts or maintenance costs in this document; instead, it presents the election forms, the city charter (governance policies), and the contractor review (auditor selection). The voting decisions are key votes on who runs the city (Board of Directors), who keeps the books clean (Auditor), and how much the mayor gets paid (Compensation).

🧩 Final Takeaway —

This proxy statement is a governance deep dive, detailing the mechanisms of shareholder power. The key actions for shareholders are voting on the three proposals, especially acknowledging the change in independent auditors and reviewing the board's adherence to modern concerns like cybersecurity and renewable energy goals.