Akamai Technologies Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
$AKAM
Business Services
Consumer Discretionary
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
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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 14, 2025 (the “Annual Meeting”), the Company’s stockholders approved Amendment No. 3 to the Akamai Technologies, Inc. Second 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 8,000,000.
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 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, eight items of business were acted upon by stockholders. There were 146,114,769 shares of the Company’s common stock eligible to vote, and 121,104,288 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 2026 annual meeting of stockholders.
| Nominees | For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||||||||||||||||||||||
| Sharon Bowen | 113,439,950 | 624,991 | 136,991 | 6,902,356 | ||||||||||||||||||||||||||||||||||||||||
| Marianne Brown | 113,458,115 | 672,917 | 70,900 | 6,902,356 | ||||||||||||||||||||||||||||||||||||||||
| Monte Ford | 104,065,577 | 9,998,754 | 137,601 | 6,902,356 | ||||||||||||||||||||||||||||||||||||||||
| Dan Hesse | 111,532,389 | 2,595,893 | 73,650 | 6,902,356 | ||||||||||||||||||||||||||||||||||||||||
| Tom Killalea | 107,295,124 | 6,834,862 | 71,946 | 6,902,356 | ||||||||||||||||||||||||||||||||||||||||
| Tom Leighton | 113,823,746 | 319,717 | 58,469 | 6,902,356 | ||||||||||||||||||||||||||||||||||||||||
| Jonathan Miller | 112,562,534 | 1,565,380 | 74,018 | 6,902,356 | ||||||||||||||||||||||||||||||||||||||||
| Madhu Ranganathan | 112,768,964 | 1,358,059 | 74,909 | 6,902,356 | ||||||||||||||||||||||||||||||||||||||||
| Ben Verwaayen | 106,381,352 | 7,743,345 | 77,235 | 6,902,356 | ||||||||||||||||||||||||||||||||||||||||
2. The amendment of the Akamai Technologies, Inc. Second Amended and Restated 2013 Stock Incentive Plan was approved.
| For | 67,523,191 | ||||||||||||||||
| Against | 46,618,828 | ||||||||||||||||
| Abstain | 59,913 | ||||||||||||||||
| Broker Non-Votes | 6,902,356 | ||||||||||||||||
3. A non-binding, advisory proposal on the compensation of the Company’s named executive officers was approved.
| For | 99,157,714 | ||||||||||||||||
| Against | 14,471,582 | ||||||||||||||||
| Abstain | 572,636 | ||||||||||||||||
| Broker Non-Votes | 6,902,356 | ||||||||||||||||
4. Proposals to approve amendments to the Company’s Amended and Restated Certificate of Incorporation to eliminate existing supermajority voting requirements were approved. Specifically:
A.Proposed amendments to Article Tenth, which governs certain provisions related to the Board of Directors, quorum and stockholder nominations or other business, were approved;
| For | 113,787,980 | ||||||||||||||||
| Against | 334,805 | ||||||||||||||||
| Abstain | 79,147 | ||||||||||||||||
| Broker Non-Votes | 6,902,356 | ||||||||||||||||
A.Proposed amendments to Article Eleventh, which prohibits stockholder action by written consent in lieu of a meeting, were approved; and
| For | 113,758,590 | ||||||||||||||||
| Against | 368,095 | ||||||||||||||||
| Abstain | 75,247 | ||||||||||||||||
| Broker Non-Votes | 6,902,356 | ||||||||||||||||
A.Proposed amendments to Article Twelfth, which governs who can call special meetings of stockholders, were approved.
| For | 113,789,836 | ||||||||||||||||
| Against | 336,031 | ||||||||||||||||
| Abstain | 76,065 | ||||||||||||||||
| Broker Non-Votes | 6,902,356 | ||||||||||||||||
5. Proposal 5 relating to the adjournment of the Annual Meeting to solicit additional proxies, if necessary, was approved.
| For | 63,304,934 | ||||
| Against | 57,683,556 | ||||
| Abstain | 115,798 | ||||
6. The appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2025 was ratified.
| For | 103,058,903 | ||||||||||||||||
| Against | 17,958,307 | ||||||||||||||||
| Abstain | 87,078 | ||||||||||||||||
7. The Company advisory proposal to give shareholders the ability to call a special shareholder meeting was approved.
| For | 59,520,777 | ||||||||||||||||
| Against | 46,510,388 | ||||||||||||||||
| Abstain | 8,170,767 | ||||||||||||||||
| Broker Non-Votes | 6,902,356 | ||||||||||||||||
8. The shareholder advisory proposal to give shareholders the ability to call a special shareholder meeting was approved.
| For | 58,453,104 | ||||||||||||||||
| Against | 55,605,882 | ||||||||||||||||
| Abstain | 142,946 | ||||||||||||||||
| Broker Non-Votes | 6,902,356 | ||||||||||||||||
Item 8.01 Other Events.
As 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 amendments to the Company’s Amended and Restated Certificate of Incorporation to eliminate the existing supermajority vote requirements included in Articles Tenth, Eleventh and Twelfth. Such amendments are described in detail under “Proposal 4-C Approval of Amendments to our Amended and Restated Certificate of Incorporation to Eliminate Supermajority Voting Requirements” beginning on page 116 of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 1, 2025 in connection with the Annual Meeting.
The Company filed a Certificate of Amendment (the “Certificate”) to the Amended and Restated Certificate of Incorporation to implement the proposed amendments, which became effective upon filing with the Secretary of State of the State of Delaware on May 14, 2025.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Company’s Amended and Restated Certificate of Incorporation, including the Certificate, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||
| 3.1 | ||||||||
| 10.1 | ||||||||
| 104 | Cover page interactive data file (the cover page XBRL tags are 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.
| Dated: | May 16, 2025 | AKAMAI TECHNOLOGIES, INC. | |||||||||
/s/ Aaron S. Ahola | |||||||||||
Aaron S. Ahola, Executive Vice President, General Counsel and Corporate Secretary | |||||||||||