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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: May 11, 2023
(Date of earliest event reported)
AKAMAI TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
| | | | | | | | |
| Delaware | 000-27275 | 04-3432319 |
(State or other jurisdiction of
incorporation) | (Commission File Number) | (I.R.S. Employer
Identification No.) |
145 Broadway
Cambridge, MA 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):
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.01 par value | AKAM | Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(e)
At the annual meeting of stockholders of Akamai Technologies, Inc. (the “Company” or “Akamai”) held on May 11, 2023 (the “Annual Meeting”), the Company’s stockholders approved the amendment of the Akamai Technologies, Inc. Amended and Restated 2013 Stock Incentive Plan (the “Second Amended & Restated Plan”), which had previously been adopted by the Board of Directors subject to stockholder approval. The amendment increased the number of shares available for grant under the Second Amended & Restated Plan by 7,250,000.
A complete copy of the amended Second Amended & Restated Plan is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders
At the Annual Meeting, five items of business were acted upon by stockholders. There were 156,304,214 shares of the Company’s common stock eligible to vote, and 128,641,580 shares present in person or by proxy at the Annual Meeting.
1.The following nominees were elected to the Company’s Board of Directors for terms expiring at the 2024 annual meeting of stockholders.
| | | | | | | | | | | | | | |
| Nominees | For | Against | Abstain | Broker Non-Votes |
| Sharon Bowen | 118,677,394 | 2,485,968 | 130,372 | 7,347,846 |
| Marianne Brown | 119,688,690 | 1,489,314 | 115,730 | 7,347,846 |
| Monte Ford | 114,189,637 | 6,976,527 | 127,570 | 7,347,846 |
| Dan Hesse | 116,987,990 | 4,161,352 | 144,392 | 7,347,846 |
| Tom Killalea | 108,900,899 | 12,257,541 | 135,294 | 7,347,846 |
| Tom Leighton | 120,585,176 | 584,945 | 123,613 | 7,347,846 |
| Jonathan Miller | 117,449,251 | 3,712,695 | 131,788 | 7,347,846 |
| Madhu Ranganathan | 109,334,672 | 11,834,319 | 124,743 | 7,347,846 |
| Ben Verwaayen | 113,474,479 | 7,684,613 | 134,642 | 7,347,846 |
| Bill Wagner | 119,251,823 | 1,894,490 | 147,421 | 7,347,846 |
2.The amendment of the Akamai Technologies, Inc. Second Amended and Restated 2013 Stock Incentive Plan was approved.
| | | | | |
| For | 104,474,021 |
| Against | 16,371,537 |
| Abstain | 448,176 |
| Broker Non-Votes | 7,347,846 |
3.A non-binding, advisory proposal on the compensation of the Company’s named executive officers was approved.
| | | | | |
| For | 106,503,287 |
| Against | 14,262,162 |
| Abstain | 528,285 |
| Broker Non-Votes | 7,347,846 |
4.A non-binding advisory proposal on the frequency of advisory proposals on the compensation of the Company’s named executive officers was approved.
| | | | | |
| 1 Year | 118,490,155 |
| 2 Years | 42,655 |
| 3 Years | 2,617,556 |
| Abstain | 143,368 |
| Broker Non-Votes | 7,347,846 |
5.The appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2023 was ratified.
| | | | | |
| For | 118,460,978 |
| Against | 10,066,829 |
| Abstain | 113,773 |
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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| Exhibit No. | Description |
| |
| 99.1 | |
| 104 | Cover page interactive data file (the cover page XBRL tags are embedded within the inline XBRL document) |
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.
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| Date: May 15, 2023 | AKAMAI TECHNOLOGIES, INC. |
| By: | /s/ Aaron S. Ahola |
| Aaron S. Ahola |
| | Executive Vice President, General Counsel and Corporate Secretary |