Akamai Technologies Reports Director Changes and Officer Appointments

TL;DR

Akamai's 8-K shows board shakeups and new execs appointed May 10th.

AI Summary

Akamai Technologies, Inc. filed an 8-K on May 16, 2024, reporting on several key events that occurred on May 10, 2024. These include the departure of directors or certain officers, the election of new directors, the appointment of certain officers, and updates to compensatory arrangements for officers. The filing also covers amendments to the company's articles of incorporation or bylaws, changes in fiscal year, and the submission of matters to a vote of security holders. Additionally, it includes financial statements and exhibits.

Why It Matters

Changes in board composition and executive appointments can signal shifts in company strategy, governance, and future performance.

Risk Assessment

Risk Level: medium — Changes in leadership and governance can introduce uncertainty and impact strategic direction.

Key Players & Entities

• AKAMAI TECHNOLOGIES, INC. (company) — Registrant
• May 10, 2024 (date) — Date of earliest event reported
• May 16, 2024 (date) — Date of Report
• Delaware (jurisdiction) — State of incorporation
• 000-27275 (company_id) — Commission File Number
• 04-3432319 (tax_id) — I.R.S. Employer Identification No.
• 145 Broadway Cambridge, MA 02142 (address) — Address of principal executive offices

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common Stock, $0.01 par value AKAM Nasdaq Global Select

Filing Documents

• d804411d8k.htm (8-K) — 54KB
• d804411dex31.htm (EX-3.1) — 72KB
• d804411dex101.htm (EX-10.1) — 80KB
• 0001193125-24-140697.txt ( ) — 370KB
• akam-20240510.xsd (EX-101.SCH) — 3KB
• akam-20240510_lab.xml (EX-101.LAB) — 18KB
• akam-20240510_pre.xml (EX-101.PRE) — 11KB
• d804411d8k_htm.xml (XML) — 4KB

From the Filing

8-K 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 10, 2024 (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): Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) 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. Item5.02 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. Item5.03 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. Item5.07 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

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View this 8-K filing on SEC EDGAR