Fastly, Inc.
Extract: Other Material Defense/Proxy Disclosure from a 8-K on 10/14/2020   Download
SEC Document
SEC Filing
On October 12, 2020 (the “Sunset Trigger Date”), the outstanding shares of Fastly’s Class B common stock represented less than 10% of the aggregate number of shares of the then outstanding Class A common stock and Class B common stock. As a result, all outstanding shares of Fastly’s Class B common stock, par value $0.00002 per share, will automatically convert into the same number of shares of Class A common stock, par value $0.00002 per share, under the terms of Fastly’s amended and restated certificate of incorporation (the “Certificate of Incorporation”) on July 12, 2021, the trading day falling nine months after the Sunset Trigger Date (the “Conversion”). No additional Class B shares may be issued following such Conversion.

The Conversion will occur under Article IV, Section D.7 of the Certificate of Incorporation, which provides that each one issued share of Class B common stock will convert automatically, without any further action, into one share of Class A common stock at 5:00 p.m. New York City time on the first trading day falling nine months after the date on which the outstanding shares of Class B common stock represent less than 10% of the aggregate number of shares of the then outstanding Class A common stock and Class B common stock.

The conversion will have the following effects, among others, on the holders of shares of Class B common stock:

Voting Power. Until the Conversion, holders of shares of Class B common stock will be entitled to cast ten votes per share on any matter submitted to a vote of our stockholders. As a result of the Conversion, all holders of shares of Class B common stock will become holders of shares of Class A common stock, which is entitled to only one vote per share on all matters subject to a stockholder vote with a record date on or after the date of the Conversion. In addition, the provisions of the Certificate of Incorporation and Delaware law that entitled the holders of shares of Class A and Class B common stock, in certain circumstances, to separate class voting rights are no longer applicable as a result of the conversion.

Economic Interests. Because holders of shares of Class A common stock are entitled to the same economic interests as holders of shares of Class B common stock, including with regard to dividends, liquidation rights, and treatment in connection with a change of control or merger transaction, the Conversion will have no impact on the economic interests of holders of shares of Class B common stock.

Capitalization. The Conversion will have no impact on the total number of the Company’s outstanding shares of capital stock, as the shares of Class B common stock will convert into an equivalent number of shares of Class A common stock.

Equity Incentive Plans. Upon the Conversion, outstanding options, which are denominated in shares of Class B common stock and issued under our 2011 Equity Incentive Plan, will remain unchanged, except that they will represent the right to receive shares of Class A common stock.