SUPPLEMENT TO THE PROXY STATEMENT
FOR THE 2020 ANNUAL MEETING OF SHAREHOLDERS
JUNE 3, 2020
On April 24,
2020, Fastly, Inc. filed a definitive proxy statement (the Proxy Statement) with the Securities and Exchange Commission relating to its Annual Meeting of Shareholders to be held on June 9, 2020. This supplement (the
Supplement) should be read in conjunction with the Proxy Statement.
Proposal 2 of the Proxy Statement concerns the approval of a 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).
The Proxy Statement did not state that the affirmative vote of the holders of a majority of the voting power of our outstanding
shares of Class B common stock, voting as a single class, will be required to approve Proposal 2.
This Supplement is to clarify that the voting
requirement set forth in the last paragraph on page 17 of the Proxy Statement is as follows:
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, and the affirmative vote of the holders of a majority of the voting power of our outstanding shares of Class B common stock,
voting as a single class, will be required to approve this amendment to our Amended and Restated Certificate of Incorporation.
All other references
to the vote required for approval of Proposal 2 in the Proxy Statement, including under How many votes are needed to approve each proposal? on page 5 thereof, are also hereby clarified to provide that such approval requires 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, and the affirmative vote of the holders of a majority of the voting power of our
outstanding shares of Class B common stock, voting as a single class.
Except as revised by the information contained herein, this Supplement does
not revise or update any of the other information set forth in the Proxy Statement. This Supplement should be read in conjunction with the Proxy Statement. From and after the date of this Supplement, any references to the Proxy Statement
are to the Proxy Statement as supplemented hereby.
If you have already submitted a proxy, your vote will count as submitted by you. If you have already
submitted a proxy and wish to change your vote, please revoke your proxy by following the procedures described in the Proxy Statement and vote again. If you have not yet submitted a proxy, the Board of Directors urges you to vote by following the
procedures described in the Proxy Statement.
This Supplement has been filed with the Securities and Exchange Commission and first made available to
stockholders on June 3, 2020.