Fastly Inc.
08/15/2024 | Press release | Distributed by Public on 08/15/2024 14:23
Certificate of Incorporation/Bylaws Form 8 K
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On August 14, 2024, the board of directors (the "Board") of Fastly, Inc. ("Fastly") amended and restated Fastly's bylaws (as so amended and restated, the "Amended and Restated Bylaws"), effective immediately, to among other things:
•Provide the Board with the right to postpone, reschedule, or cancel any previously scheduled meeting of stockholders;
•Address the universal proxy rules adopted by the SEC by clarifying that no person may solicit proxies in support of a director nominee other than the Board's nominees unless such person has complied with Rule 14a-19 under the Securities Exchange Act of 1934, as amended, including applicable notice and solicitation requirements;
•Establish additional requirements and disclosures regarding proposing stockholders, proposed nominees and business, and other persons related to a stockholder's solicitation of proxies;
•Require that any stockholders directly or indirectly soliciting proxies from other stockholders must use a proxy card color other than white, with the white proxy card being reserved for exclusive use by the Board;
•Update the majority vote standard for proposals other than director elections to a majority of votes cast, which provides that both abstentions and broker non-votes will have no effect on the outcome of such proposals; and
•Make certain additional technical, conforming, modernizing and clarifying changes.
The foregoing summary and description of the provisions of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, which are attached hereto as Exhibit 3.1 and are incorporated herein by reference.