Akamai (NASDAQ: AKAM) investors approve 25% special meeting right and add 8M incentive shares

Rhea-AI Filing Summary

Akamai Technologies reported the results of its 2026 annual meeting of stockholders. Investors approved a new 2026 Employee Stock Purchase Plan and an amendment to the Second Amended and Restated 2013 Stock Incentive Plan that adds 8,000,000 shares available for equity awards.

Stockholders also approved amendments to Akamai’s Amended and Restated Certificate of Incorporation to give certain stockholders a special meeting right. The new charter and bylaw provisions require the company’s Secretary to call a special meeting upon the written request of holders beneficially owning at least 25% of outstanding capital stock, subject to detailed ownership, information, and procedural conditions.

All director nominees were elected, executive compensation on an advisory basis was approved, and PricewaterhouseCoopers LLP was ratified as auditor for the 2026 fiscal year. A shareholder advisory proposal requesting a political spending report did not pass.

8-K Event Classification

4 items: 5.02, 5.03, 5.07, 9.01

4 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Shares eligible to vote: 147,223,048 shares Shares present: 122,725,689 shares Incentive plan share increase: 8,000,000 shares +4 more

7 metrics

Shares eligible to vote 147,223,048 shares Common stock eligible to vote at 2026 annual meeting

Shares present 122,725,689 shares Shares present in person or by proxy at annual meeting

Incentive plan share increase 8,000,000 shares Added to Second Amended and Restated 2013 Stock Incentive Plan

Special meeting ownership threshold 25% of shares Beneficial ownership required to demand a special meeting

Say-on-pay support 102,401,186 For Advisory vote on executive compensation at 2026 annual meeting

Political spending proposal votes 51,672,517 For; 61,327,122 Against Shareholder advisory proposal on political spending

Auditor ratification For votes 111,385,849 For Ratification of PricewaterhouseCoopers LLP for 2026 fiscal year

Key Terms

2026 Employee Stock Purchase Plan, Second Amended and Restated 2013 Stock Incentive Plan, Amended and Restated Certificate of Incorporation, special meeting of stockholders, +2 more

6 terms

2026 Employee Stock Purchase Plan financial

"the Company’s stockholders approved the Akamai Technologies, Inc. 2026 Employee Stock Purchase Plan"

Second Amended and Restated 2013 Stock Incentive Plan financial

"approved Amendment No. 4 to the Akamai Technologies, Inc. Second Amended and Restated 2013 Stock Incentive Plan"

Amended and Restated Certificate of Incorporation regulatory

"approved an amendment and restatement of the Company's Amended and Restated Certificate of Incorporation"

A company’s amended and restated certificate of incorporation is an updated version of its foundational legal charter that replaces the older document and folds in all changes into one clear copy; it spells out corporate structure, classes of stock, shareholder rights and key governance rules. Investors care because it can change who controls the company, how votes are counted, what claims shareholders have on assets or dividends, and can introduce or remove protections against takeovers—like updating a house title after a major renovation to show who owns what and under what rules.

special meeting of stockholders regulatory

"to authorize certain stockholders to call a special meeting of stockholders"

A special meeting of stockholders is an unscheduled gathering called to let shareholders vote on specific, often urgent company decisions—like mergers, major asset sales, changes to the board, or amendments to governing rules. Think of it as an emergency town hall where owners cast ballots in person or by mail/online; outcomes can materially change a company’s strategy, control or value, so investors pay close attention and may need to vote or adjust holdings accordingly.

broker non-votes financial

"Abstain | 972,772 Broker Non-Votes | 8,816,773"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

non-binding, advisory proposal financial

"A non-binding, advisory proposal on the compensation of the Company’s named executive officers was approved"

Understanding 8-K Material Events →

0001086222false12/3100010862222026-05-132026-05-13

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 (Date of earliest event reported):

May 13, 2026

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)

(IRS Employer Identification No.)

145 Broadway

Cambridge, Massachusetts 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, $.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. ☐

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 13, 2026 (the “Annual Meeting”), the Company’s stockholders approved the Akamai Technologies, Inc. 2026 Employee Stock Purchase Plan (the “2026 ESPP”), which had previously been adopted by the Board of Directors of the Company (the “Board”) subject to stockholder approval.

A description of the 2026 ESPP is included in Proposal 3 of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 31, 2026 (the “Proxy Statement”), which summary is incorporated in its entirety herein by reference. The descriptions of the 2026 ESPP contained herein and in the Proxy Statement do not purport to be complete and are subject to, and qualified in their entirety by reference to, the full text of the 2026 ESPP, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

In addition, at the Annual Meeting, the Company’s stockholders approved Amendment No. 4 to the Akamai Technologies, Inc. Second Amended and Restated 2013 Stock Incentive Plan (the “A&R Incentive Plan”), which had previously been adopted by the Board, subject to stockholder approval. The amendment increased the number of shares available for grant under the A&R Incentive Plan by 8,000,000.

A complete copy of the A&R Incentive Plan, as amended, is attached as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the Annual Meeting, the stockholders of the Company approved an amendment and restatement of the Company's Amended and Restated Certificate of Incorporation (as amended and restated, the “A&R Charter”), to require the Secretary of the Company to call a special meeting of stockholders upon the written request of stockholders or beneficial owners beneficially owning at least 25% of the Company’s issued and outstanding shares of capital stock (the “Special Meeting Right”). Such A&R Charter is described in detail under “Proposal 5 Approval of an Amendment and Restatement of the Company's Amended and Restated Certificate of Incorporation to Authorize Certain Stockholders to Call a Special Meeting of Stockholders” beginning on page 98 of the Proxy Statement. The Board had previously approved the A&R Charter, subject to stockholder approval.

The A&R Charter became effective immediately upon the Company's filing of the A&R Charter with the Secretary of State of the State of Delaware on May 13, 2026. The foregoing description of the A&R Charter does not purport to be complete and is qualified in its entirety by reference to the full text of the A&R Charter, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

In addition, on January 27, 2026, the Board approved, contingent upon stockholder approval of the A&R Charter, the adoption of the Amended and Restated By-Laws of the Company (the “New Bylaws”) to conform and further implement the Special Meeting Right. The New Bylaws include certain information, procedures and conditions for stockholders to be able to request the Company to call a special meeting, including, but not limited to:

•only stockholders or beneficial owners (or a group of stockholders or beneficial owners formed for the purpose of making such request) who have beneficial ownership of 25% or more of the issued and outstanding shares of capital stock of the Company as of the record date for the request to call a special meeting and date of submission of the request may request the Company call a special meeting;

•for the purpose of determining if stockholders or beneficial owners requesting a special meeting satisfy the 25% ownership threshold, a person will be considered to own shares or act on behalf of beneficial owners

who own shares representing 25% or more if the stockholder or beneficial owner possesses both the voting power and investment rights and economic interest in the outstanding shares;

•the requesting stockholder or beneficial owner must continue to satisfy that level of stock ownership through the date of the proposed special meeting of stockholders;

•additional information must be provided regarding the stockholder(s) or owner(s) requesting the special meeting and the proposed special meeting, as set forth in the New Bylaws, as amended from time to time; and

•the requesting stockholder(s) or beneficial owner(s) must satisfy such additional terms, conditions and limitations as may be set forth in the New Bylaws, as amended from time to time.

The Board’s approval of the New Bylaws was contingent upon the stockholders’ approval of the A&R Charter. The New Bylaws became effective on May 13, 2026, upon the filing of the A&R Charter with the Secretary of State of the State of Delaware. The foregoing description of the changes contained in the New Bylaws is qualified in its entirety by reference to the full text of the New Bylaws, a copy of which is attached as Exhibit 3.2 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, eight items of business were acted upon by stockholders. There were 147,223,048 shares of the Company’s common stock eligible to vote, and 122,725,689 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 2027 annual meeting of stockholders.

Nominees									For									Against									Abstain									Broker Non-Votes
Janaki Akella									104,263,508									9,580,136									65,272									8,816,773
Sharon Bowen									112,713,721									1,130,456									64,739									8,816,773
Marianne Brown									112,786,758									1,048,217									73,941									8,816,773
Bas Burger									110,978,995									2,863,268									66,653									8,816,773
Dan Hesse									112,057,775									1,787,218									63,923									8,816,773
Tom Killalea									111,618,223									2,217,003									73,690									8,816,773
Tom Leighton									112,447,795									1,405,284									55,837									8,816,773
Jonathan Miller									109,838,007									4,002,208									68,701									8,816,773
Madhu Ranganathan									112,366,985									1,483,119									58,812									8,816,773

2. The amendment of the Akamai Technologies, Inc. Second Amended and Restated 2013 Stock Incentive Plan was approved.

For									66,180,915
Against									47,672,263
Abstain									55,738
Broker Non-Votes									8,816,773

3. The Company's 2026 Employee Stock Purchase Plan was approved.

For									111,878,925
Against									2,000,845
Abstain									29,146
Broker Non-Votes									8,816,773

4. A non-binding, advisory proposal on the compensation of the Company’s named executive officers was approved.

For									102,401,186
Against									10,534,958
Abstain									972,772
Broker Non-Votes									8,816,773

5. The Company’s Amended and Restated Certificate of Incorporation to authorize certain stockholders to call a special meeting of stockholders was approved.

For									113,218,217
Against									628,597
Abstain									62,102
Broker Non-Votes									8,816,773

6. Proposal 6 relating to the adjournment of the Annual Meeting to solicit additional proxies, if necessary, was approved.

For			69,588,568
Against			53,064,500
Abstain			72,621

7. The selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2026 was ratified.

For									111,385,849
Against									11,277,518
Abstain									62,322

8. The shareholder advisory proposal requesting the Company to provide a report on political spending was not approved.

For									51,672,517
Against									61,327,122
Abstain									909,277
Broker Non-Votes									8,816,773

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
3.1						Amended and Restated Certificate of Incorporation of Akamai Technologies, Inc.
3.2						Amended and Restated By-Laws of Akamai Technologies, Inc.
10.1						Akamai Technologies, Inc. 2026 Employee Stock Purchase Plan
10.2						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)

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 13, 2026						AKAMAI TECHNOLOGIES, INC.
									/s/ Aaron S. Ahola
									Aaron S. Ahola, Executive Vice President, General Counsel and Corporate Secretary

FAQ

What equity compensation changes did Akamai (AKAM) stockholders approve at the 2026 annual meeting?

Stockholders approved the 2026 Employee Stock Purchase Plan and an amendment to the Second Amended and Restated 2013 Stock Incentive Plan, increasing available shares for grants by 8,000,000 shares. These approvals expand Akamai’s ability to grant stock-based compensation to employees and other eligible participants.

How did Akamai (AKAM) shareholders change the company’s charter on special meetings?

Shareholders approved an Amended and Restated Certificate of Incorporation establishing a special meeting right. The Secretary must call a special meeting when written requests come from stockholders or beneficial owners holding at least 25% of issued and outstanding capital stock, subject to conditions in the charter.

What are the key conditions for Akamai (AKAM) stockholders to request a special meeting?

Only stockholders or beneficial owners, individually or as a group, with at least 25% beneficial ownership can request a special meeting. They must possess voting power, investment rights and economic interest, provide detailed information, and maintain that ownership level through the meeting date under the new bylaws.

Which director nominees were elected to Akamai’s (AKAM) board at the 2026 meeting?

Nine nominees, including Tom Leighton, Sharon Bowen, Marianne Brown, and others, were elected for terms expiring at the 2027 annual meeting. Each received more votes “For” than “Against,” with additional broker non-votes reported for each director candidate.

What happened to the shareholder proposal on political spending at Akamai (AKAM)?

The shareholder advisory proposal requesting a report on political spending was not approved. It received 51,672,517 votes in favor, 61,327,122 votes against, and 909,277 abstentions, with 8,816,773 broker non-votes recorded on this item at the 2026 annual meeting.

Which auditor did Akamai (AKAM) shareholders ratify for the 2026 fiscal year?

Shareholders ratified PricewaterhouseCoopers LLP as Akamai’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification vote totaled 111,385,849 shares “For,” 11,277,518 “Against,” and 62,322 abstentions, confirming continued engagement with the same audit firm.

How many Akamai (AKAM) shares were eligible and present for voting at the 2026 annual meeting?

There were 147,223,048 shares of common stock eligible to vote, and 122,725,689 shares were present in person or by proxy. This level of participation formed the basis for all director elections and proposal outcomes disclosed for the 2026 annual meeting.

Filing Exhibits & Attachments

7 documents

Agreements & Contracts

• EX-10.1 EX-10.1 65.2 KB
• EX-10.2 EX-10.2 106.2 KB

Other Documents

• EX-3.1 EX-3.1 87.2 KB
• EX-3.2 EX-3.2 180.7 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.2 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.8 KB