-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AEDX+jEJB0Iqwu6b8Wb9bEwJEK4z4gEg6QkWMtDUoXHi9sILl5gJb3y4bJWSyns1 7xQDtXrI8adXJnTYOsrY0w== 0000950135-06-005968.txt : 20060926 0000950135-06-005968.hdr.sgml : 20060926 20060926163116 ACCESSION NUMBER: 0000950135-06-005968 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060920 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20060926 DATE AS OF CHANGE: 20060926 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AKAMAI TECHNOLOGIES INC CENTRAL INDEX KEY: 0001086222 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 043432319 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27275 FILM NUMBER: 061108966 BUSINESS ADDRESS: STREET 1: 8 CAMBRIDGE CENTER CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 6174443000 MAIL ADDRESS: STREET 1: 8 CAMBRIDGE CENTER CITY: CAMBRIDGE STATE: MA ZIP: 02142 8-K 1 b62473ate8vk.htm AKAMAI TECHNOLOGIES, INC. e8vk
 

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report: September 20, 2006
(Date of earliest event reported)
AKAMAI TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Charter)
         
Delaware
(State or Other Jurisdiction
of Incorporation) 		  0-27275
(Commission File Number) 		  04-3432319
(IRS Employer Identification No.)
8 Cambridge Center, Cambridge, Massachusetts 02142
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (617) 444-3000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
  ¨   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
  ¨   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
  ¨   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
  ¨   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

 

Item 1.01 Entry into Material Definitive Agreement
     On September 20, 2006, the Board of Directors (the “Board”) of Akamai Technologies, Inc. (“Akamai”) adopted a policy (the “Policy”) with respect to the payment of compensation to a director upon such director’s departure from the Board. Pursuant to the Policy, upon a director’s departure from the Board, such director will receive a cash payment equal to the pro-rated annual cash retainer payable to such director under our non-employee director compensation plan and 100% of the unvested shares underlying deferred stock units held by such director will accelerate at the time of departure and become exercisable in full. In addition, if a director has completed three years of Board service at the time of departure, 100% of the vested options initially granted to such director upon joining the Board will accelerate at the time of departure and become exercisable in full. The Policy will only apply to directors who are in good standing as determined by the Board at the time of his/her departure. The Board adopted the Policy at the recommendation of the Compensation Committee of the Board.
     On September 20, 2006, the Board also approved a change in the equity compensation of the non-employee members of the Board. Each non-employee director will now be issued a stock option to purchase 25,000 shares of Akamai common stock on the date of such director’s initial appointment to the Board; however, the Compensation Committee retains the right to issue a different number of options in the exercise of its discretion. This option will vest 25% on the date of grant and in equal installments of 6.25% quarterly thereafter and will have an exercise price equal to the closing price of our common stock on the Nasdaq Global Select Market on the date of the grant of such stock option. The Board adopted this change in the equity compensation of the non-employee members of the Board at the recommendation of the Compensation Committee.

 

 

SIGNATURE
     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
Date: September 26, 2006   AKAMAI TECHNOLOGIES, INC.
 		  
  By:   /s/ Melanie Haratunian    
    Melanie Haratunian, Vice President and  
    General Counsel   
 

 

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