UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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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 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On September 13, 2023, the board of directors (the “Board”) of Akamai Technologies, Inc. (the “Company”) approved an amendment to the Company’s amended and restated by-laws (the “Amendment”), effective immediately. The Amendment provides that a stockholder (or a group of up to 20 stockholders) that has held at least 3% of the Company’s issued and outstanding common stock for three years or more may nominate a number of candidates for director not to exceed 25% (or if such amount is not a whole number, the closest whole number below 25%) of the number of directors in office as of the last day on which a notice of proxy access nomination may be timely delivered pursuant to and in accordance with the Amendment.
A copy of the Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference, and the foregoing summary is qualified in its entirety by reference to the full text of the Amendment.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | Amendment to the Amended and Restated By-Laws of Akamai Technologies, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
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.
| AKAMAI TECHNOLOGIES, INC. | ||||||
| By: | /s/ Aaron S. Ahola | |||||
| Name: | Aaron S. Ahola | |||||
| Date: September 19, 2023 | Title: | Executive Vice President, General Counsel and Corporate Secretary | ||||