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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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 10, 2024 (the “Annual Meeting”), the Company’s stockholders approved the second 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 (the “Board”) subject to stockholder approval. The amendment increased the number of shares available for grant under the Second Amended & Restated Plan by 5,000,000.
A complete copy of the Second Amended & Restated Plan, as amended, is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
As further described under Item 5.07 of this Current Report on Form 8-K, at the Annual Meeting and upon the recommendation of the Board, the Company’s stockholders approved an Amended and Restated Certificate of Incorporation to provide for the limitation of liability of certain of the Company’s executive officers, as permitted under Delaware law and certain other changes to clarify, streamline and modernize the certificate of incorporation. The Amended and Restated Certificate of Incorporation was previously approved by the Board, subject to stockholder approval.
The changes made in the Amended and Restated Certificate of Incorporation are described in detail under “Proposal 4 Approval of our Amended and Restated Certificate of Incorporation” beginning on page 110 of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 28, 2024 in connection with the Annual Meeting.
The Amended and Restated Certificate of Incorporation became effective upon filing with the Secretary of State of the State of Delaware on May 16, 2024.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Certificate of Incorporation, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
At the Annual Meeting, six items of business were acted upon by stockholders. There were 153,211,442 shares of the Company’s common stock eligible to vote, and 123,241,446 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 2025 annual meeting of stockholders.
| Nominees |
For | Against | Abstain | Broker Non-Votes | ||||||||||||
| Sharon Bowen |
114,602,360 | 1,627,447 | 107,070 | 6,904,569 | ||||||||||||
| Marianne Brown |
115,592,766 | 638,481 | 105,630 | 6,904,569 | ||||||||||||
| Monte Ford |
108,882,646 | 7,348,678 | 105,553 | 6,904,569 | ||||||||||||
| Dan Hesse |
113,850,682 | 2,375,968 | 110,227 | 6,904,569 | ||||||||||||
| Tom Killalea |
108,183,624 | 8,044,050 | 109,203 | 6,904,569 | ||||||||||||
| Tom Leighton |
115,846,098 | 394,701 | 96,078 | 6,904,569 | ||||||||||||
| Jonathan Miller |
112,867,046 | 3,359,038 | 110,793 | 6,904,569 | ||||||||||||
| Madhu Ranganathan |
105,594,233 | 10,633,171 | 109,473 | 6,904,569 | ||||||||||||
| Ben Verwaayen |
108,620,601 | 7,499,518 | 216,758 | 6,904,569 | ||||||||||||
| Bill Wagner |
113,929,317 | 2,296,213 | 111,347 | 6,904,569 | ||||||||||||
2 The amendment of the Akamai Technologies, Inc. Second Amended and Restated 2013 Stock Incentive Plan was approved.
| For |
72,338,641 | |||
| Against |
43,907,789 | |||
| Abstain |
90,447 | |||
| Broker Non-Votes |
6,904,569 |
3 A non-binding, advisory proposal on the compensation of the Company’s named executive officers was approved.
| For |
106,324,081 | |||
| Against |
9,676,197 | |||
| Abstain |
336,599 | |||
| Broker Non-Votes |
6,904,569 |
4. The Company’s Amended and Restated Certificate of Incorporation to limit the liability of certain officers and certain additional clarifying changes was approved.
| For |
106,888,854 | |||
| Against |
9,294,261 | |||
| Abstain |
153,762 | |||
| Broker Non-Votes |
6,904,569 |
5. Proposal 5 relating to the adjournment of the Annual Meeting to solicit additional proxies was not presented at the Annual Meeting because a quorum was established and there were sufficient votes to approve the proposals.
6. The appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2024 was ratified.
| For |
107,962,106 | |||
| Against |
15,196,567 | |||
| Abstain |
82,773 |
7. The shareholder proposal regarding a simple majority vote was approved.
| For |
107,351,124 | |||
| Against |
8,844,158 | |||
| Abstain |
141,595 | |||
| Broker Non-Votes |
6,904,569 |
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. |
Description | |
| 3.1 | Amended and Restated Certificate of Incorporation of Akamai Technologies, Inc. | |
| 10.1 | Akamai Technologies, Inc. Second Amended and Restated 2013 Stock Incentive Plan, as amended | |
| 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.
| Date: May 16, 2024 | AKAMAI TECHNOLOGIES, INC. | |||||
| By: | /s/ Aaron S. Ahola | |||||
| Aaron S. Ahola, Executive Vice President, General Counsel and Corporate Secretary | ||||||