DEF 14A

DEF 14A 1 d29398ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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☐		Preliminary Proxy Statement

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☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material Pursuant to Section 240.14a-12

AKAMAI TECHNOLOGIES, INC.

(Name of Registrant as Specified In Its Charter)

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Dear Fellow Stockholders:

2020 was a year unlike any other. As the world dealt with the COVID-19 pandemic, the internet became even more critical to everyday life—and needed on a scale the world has never experienced. As we have for the last 20-plus years, Akamai rose to the challenge to help ensure our customers’ online experiences were fast, intelligent, and secure.

Our largest Media and Carrier customers saw demand surge following stay-at-home orders, and our platform provided them with great performance at global scale, delivering a year’s worth of increased traffic in just a few weeks. Our network team raced to nearly double our capacity this year, overcoming lockdowns in the field, shuttered data centers, and supply chain disruptions.

Our IT team enabled our global organization to transition to remote work in just 10 days. Marketing shifted quickly to virtual events, driving a significant increase in both digital event attendance and social engagement. And our Services and Support teams transitioned to 100% remote customer support instantly while maintaining excellent customer satisfaction ratings.

As more retailing went online, we supported many of the world’s largest commerce companies, enabling our customers to surpass e-commerce records on Singles Day in Asia and on Black Friday and Cyber Monday in the United States. We also offered flexible contract terms to help customers in the Travel and Hospitality industries weather the COVID-19 storm, focusing on winning these customers for the long term.

Cyberattackers were busier than ever this year, taking advantage of the distraction and increased vulnerability associated with the pandemic. Akamai responded by helping to keep our customers safe when they needed us most. Our security business grew 25% in 2020 and surpassed $1 billion in revenue, increasing from just $25 million in 2012. It developed into a growth engine of our business and an area of where we expect continued investment and innovation, building on our new products and technologies like Page Integrity Manager, Secure Web Gateway, and Multi-factor Authentication.

While 2020 was a year of disruption for many sectors of the economy, we achieved several notable milestones. We grew our total revenue 11% to more than $3 billion, exceeded our operating margin goal for 2020, and delivered record earnings per share.

We’re proud of the results we achieved in 2020 and are confident about our future. We believe Akamai is well-positioned to capitalize on substantial market opportunities in cloud security, “serverless” edge computing, and online video streaming, with particular focus on Asia Pacific and Latin America. And we continued to deliver our results the right way, living our values and striving to be a great place to work and a company that cares about the communities where we work and live.

I want to thank our more than 8,000 employees for their very hard work on behalf of our many customers and the billions of internet users around the world. Despite the pandemic and social unrest in many of our communities, Akamai employees maintained their can-do attitude and customer-first mindset, enabling our platform to manage more traffic, more web transactions and more cyberattacks than ever before. Their creativity, teamwork and tenacity are key to what makes Akamai such a unique and strong company.

We hope you can attend Akamai’s 2021 Annual Meeting of Stockholders to be held on June 3, 2021, at 9:30 a.m., Eastern time. In light of continued public health and travel concerns that our stockholders may have and recommendations that public health officials have issued given the COVID-19 situation, we will once again hold our stockholder meeting as a virtual-only meeting. The meeting will also be available through a link on our investor relations website (www.ir.akamai.com). Details regarding how to access the meeting and the business to be conducted at the meeting are more fully described in the accompanying Notice of 2021 Annual Meeting of Stockholders and Proxy Statement.

Your vote is important. Whether or not you plan to attend the Annual Meeting of Stockholders, please vote as soon as possible. Voting by proxy will ensure your representation at the meeting if you do not attend in person. Please review the instructions on the proxy card regarding your voting options.

We wish continued good health and well-being to all in 2021.

/s/ Dr. Tom Leighton

Dr. Tom Leighton

Chief Executive Officer

AKAMAI TECHNOLOGIES, INC.

145 BROADWAY

CAMBRIDGE, MASSACHUSETTS 02142

NOTICE OF 2021 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 3, 2021

The 2021 Annual Meeting of Stockholders (the “Annual Meeting”) of Akamai Technologies, Inc. (“Akamai” or the “Company”) will be held on Thursday, June 3, 2021, at 9:30 a.m., Eastern time, exclusively via the internet at a virtual web conference at www.meetingcenter.io/290664094. The password for the meeting will be AKAM2021.

In light of the ongoing COVID-19 pandemic, for the health and well-being of our stockholders, employees and directors, we have determined that the Annual Meeting will be held exclusively online in a virtual meeting format, via the internet, with no physical in-person meeting. Stockholders attending our virtual Annual Meeting will be able to attend, vote and submit questions. Further information about how to attend the Annual Meeting online, vote your shares online during the meeting and submit questions during the meeting is included in the accompanying proxy statement.

At the Annual Meeting, we expect stockholders will consider and vote upon the following matters:

(1)

To elect eleven nominees currently serving as members of our Board of Directors and named in the attached proxy statement to serve on our Board of Directors for a one-year term expiring at the 2022 Annual Meeting of Stockholders;

(2)

To approve an amendment and restatement of our 2013 Stock Incentive Plan that will include (i) a 3,000,000 share increase in the number of shares of common stock authorized for issuance thereunder and (ii) an extension of the expiration date of the plan to June 3, 2031;

(3)

To approve, on an advisory basis, our named executive officer compensation;

(4)

To ratify the selection of PricewaterhouseCoopers LLP as our independent auditors for the fiscal year ending December 31, 2021; and

(5)

To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

Stockholders of record at the close of business on April 9, 2021, are entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement thereof. The stock transfer books of Akamai will remain open for the purchase and sale of Akamai’s common stock.

A complete list of stockholders of record will be available at least 10 days prior to the meeting at 145 Broadway, Cambridge, Massachusetts 02142. This list will also be available to stockholders of record during the Annual Meeting for examination at www.meetingcenter.io/290664094.

All stockholders are cordially invited to attend the Annual Meeting online.

By order of the Board of Directors,

/s/ Aaron S. Ahola

AARON S. AHOLA

Executive Vice President, General Counsel and Secretary

Cambridge, Massachusetts

April 23, 2021

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING ONLINE, PLEASE SUBMIT YOUR PROXY OR VOTING INSTRUCTIONS AT YOUR EARLIEST CONVENIENCE. MOST STOCKHOLDERS HAVE A CHOICE OF VOTING OVER THE INTERNET, BY TELEPHONE OR BY MAIL. SENDING IN YOUR PROXY WILL NOT PREVENT YOU FROM VOTING YOUR SHARES ONLINE DURING THE ANNUAL MEETING IF YOU DESIRE TO DO SO, AND YOUR PROXY IS REVOCABLE AT YOUR OPTION BEFORE IT IS EXERCISED.

FURTHER INFORMATION ABOUT HOW TO ATTEND THE ANNUAL MEETING ONLINE, VOTE YOUR SHARES ONLINE DURING THE MEETING AND SUBMIT QUESTIONS DURING THE MEETING IS INCLUDED IN THE ACCOMPANYING PROXY STATEMENT.

TABLE OF CONTENTS


		Page Number

Executive Summary			2

Part One	Corporate Governance Highlights — Our Commitment to Environmental, Social and Governance Matters		7

Part Two	Executive Compensation Matters		44

Part Three	Matters to be Voted Upon at the Annual Meeting		82

	Item One Election of Directors		82

	Item Two Amendment and Restatement of 2013 Stock Incentive Plan		82

	Item Three Advisory Vote on Executive Compensation		100

	Item Four Ratification of Selection of Independent Auditors		101

Part Four	Information About Attending the Annual Meeting, Voting Your Shares and Other Matters		104

AKAMAI TECHNOLOGIES, INC.

145 BROADWAY

CAMBRIDGE, MASSACHUSETTS 02142

PROXY STATEMENT

THIS PROXY STATEMENT IS FURNISHED IN CONNECTION WITH THE SOLICITATION OF PROXIES BY THE BOARD OF DIRECTORS OF AKAMAI TECHNOLOGIES, INC., OR AKAMAI OR THE COMPANY, FOR USE AT THE 2021 ANNUAL MEETING OF STOCKHOLDERS, WHICH WE REFER TO IN THIS DOCUMENT AS THE ANNUAL MEETING, TO BE HELD EXCLUSIVELY ONLINE VIA THE INTERNET AT A VIRTUAL WEB CONFERENCE AT HTTP://WWW.MEETINGCENTER.IO/290664094 AT 9:30 A.M., EASTERN TIME, ON JUNE 3, 2021, AND AT ANY ADJOURNMENT OR POSTPONEMENT OF THAT MEETING. THE PASSWORD FOR THE MEETING WILL BE AKAM2021. You may obtain instructions for how to access the Annual Meeting online by contacting Investor Relations, Akamai Technologies, Inc., 145 Broadway, Cambridge, Massachusetts 02142; telephone: 617-444-3000.

Our Annual Report to Stockholders for the year ended December 31, 2020 is being mailed to our stockholders with the mailing of the Notice of 2021 Annual Meeting of Stockholders and this Proxy Statement on or about April 23, 2021.

Important Notice Regarding the Availability of Proxy Materials for the 2021 Annual Meeting of Stockholders to be Held on June 3, 2021:

This Proxy Statement and the 2020 Annual Report to Stockholders are available for viewing, printing and downloading at www.akamai.com/html/investor/financial_reports.html.

You may obtain a copy of our Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the Securities and Exchange Commission, which we sometimes refer to herein as the Commission, except for exhibits thereto, without charge upon written request to Akamai Technologies, Inc., 145 Broadway, Cambridge, Massachusetts 02142, Attn: Investor Relations. Exhibits will be provided upon written request and payment of an appropriate processing fee.

Certain documents referenced in this Proxy Statement are available on our website at www.akamai.com. We are not including the information contained on our website, or any information that may be accessed by links on our website, as part of, or incorporating it by reference into, this Proxy Statement.

This Proxy Statement contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties and are based on the beliefs and assumptions of our management based on information currently available to them. Use of words such as “believes,” “expects,” “anticipates,” “intends,” “plans,” “should,” “may,” “could,” or similar expressions indicates a forward-looking statement. Forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions. Important factors that could cause actual results to differ materially from the forward-looking statements include, but are not limited to, inability to grow revenue, particularly from increased sales of security solutions, or inability to increase profitability as projected; lack of market acceptance of new solutions; cyberattacks that we are not able to successfully defend against, and other factors set forth under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2020, which accompanies this Proxy Statement. We disclaim any obligation to update any forward-looking statements as a result of new information, future events or otherwise.

/1/

EXECUTIVE SUMMARY

Below are highlights of important information you will find in this Proxy Statement. As it is only a summary, please review the complete Proxy Statement before you vote.

Our Mission and Purpose

Akamai’s mission is to deliver value to our customers; empowering them to manage successful online businesses by protecting their digital assets and enabling superior individual experiences. Our purpose in pursuing this mission is to help bring the world closer together by making the internet safe, fast and reliable for people around the globe.

Our Strategy

We operate in a technology landscape that is rapidly evolving, driving enterprises to enhance their digital capabilities to improve productivity, transform customer experiences, increase brand awareness, and drive competitive advantage. At the same time, security threats are growing more prevalent and advanced. Enterprise applications are moving from behind the firewall to the cloud - making cybersecurity more complex to achieve than yesterday’s strategy of a perimeter defense. More consumers are “cutting the cord” and consuming entertainment over the internet rather than through traditional cable, and they are increasingly using mobile devices to consume content and shop. With the COVID-19 pandemic and related shutdowns, we saw dramatic growth in the movement of activities to the internet - accelerating the trends discussed above. As more people watched entertainment, played games, shopped and socialized online and entire corporate workforces moved to a remote posture, we saw an acceleration in attack traffic and other security threats.

Our strategy is to leverage our unique Intelligent Edge Platform and creative employees to provide our customers with innovative, market-leading products that enable opportunities and address challenges in this evolving landscape.

In addition to delivering value to our customers, we believe it is important for Akamai to:

^🌑

invest in the health, safety and development of our employees;

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SEC Form DEF 14A filed by Akamai Technologies, Inc.