Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(c)
June 3, 2021, in a planned transition, the board of directors (the "Board of
Directors") of Akamai Technologies, Inc. (the "Company" or "Akamai") named Laura
Howell Principal Accounting Officer of the Company, effective immediately. In
this role, Ms. Howell serves as the Company's principal accounting officer, a
function previously performed by Akamai's Chief Financial Officer, Edward
McGowan. Mr. McGowan continues in his roles as Executive Vice President & Chief
Financial Officer and as principal financial officer of the Company.
Ms. Howell, age 42, joined Akamai in July 2013. After initially serving in
director-level roles at the Company, she was Akamai's Controller from April 2016
until June 2019. From October 2017 to June 2019, she also held a Senior Director
title. From July 2019 until her appointment on June 3, 2021, Ms. Howell served
as the Company's Vice President of Corporate Finance. Ms. Howell holds a
master's degree in accounting and began her career in public accounting at
Deloitte. She is also a certified public accountant in the Commonwealth of
Massachusetts.
Ms. Howell is not party to any related party transactions with the Company
requiring disclosure under Regulation S-K 404(a). There are no family
relationships between Ms. Howell and any director, executive officer or person
nominated or chosen by the Company to become a director or executive officer of
the Company, and there are no arrangements or understandings between Ms. Howell
and any other person pursuant to which she was appointed principal accounting
officer.
In connection with her appointment, Ms. Howell is eligible to receive a base
salary and participate in the Company's annual employee cash incentive bonus
program. On June 2, 2021, the Talent, Leadership & Compensation Committee of the
Board of Directors also approved a grant to her of restricted stock units
("RSUs") under the Amended & Restated Plan (as defined below), having a grant
date value of $75,000; such RSUs vest over a three-year period from the date of
grant, which is expected to be the second day following the Company's public
release of its second quarter 2021 financial results. Ms. Howell is also
eligible to participate in the Company's Executive Severance Plan. Such plan was
previously filed with the Securities and Exchange Commission (the "Commission")
as an exhibit to a Current Report on Form 8-K on October 2, 2019.
(e)
At the annual meeting of stockholders of the Company held on June 3, 2021 (the
"Annual Meeting"), the Company's stockholders approved the amendment and
restatement of the Akamai Technologies, Inc. 2013 Stock Incentive Plan (the
"Amended & Restated Plan"), which had previously been adopted by the Board of
Directors subject to stockholder approval. The amendment and restatement
increased the number of shares available for grant under the Amended & Restated
Plan by 3,000,000, extended the expiration date of the plan to June 3, 2031, and
consolidated all prior amendments previously approved by the Board of Directors
and stockholders.
The description of the Amended & Restated Plan contained on pages 82 to 100 of
the Company's Proxy Statement for the Annual Meeting , filed with the
Commission on April 23, 2021, is incorporated herein by reference. A complete
copy of the Amended & Restated Plan is attached hereto as Exhibit 99.1 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, four items of business were acted upon by stockholders.
There were 163,262,088 shares of the Company's common stock eligible to vote,
and 134,972,129 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 2022 annual meeting of stockholders.
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Nominees For Against Abstain Broker Non-Votes
Sharon Bowen 126,650,788 254,709 57,724 8,008,908
Marianne Brown 125,946,349 959,189 57,683 8,008,908
Monte Ford 124,447,091 2,447,561 68,569 8,008,908
Jill Greenthal 124,293,555 2,611,919 57,747 8,008,908
Dan Hesse 124,693,280 2,204,973 64,968 8,008,908
Tom Killalea 126,638,959 259,377 64,885 8,008,908
Tom Leighton 126,673,770 218,975 70,476 8,008,908
Jonathan Miller 121,943,788 4,932,755 86,678 8,008,908
Madhu Ranganathan 103,912,074 22,976,440 74,707 8,008,908
Ben Verwaayen 123,732,345 3,153,395 77,481 8,008,908
Bill Wagner 124,906,961 1,979,685 76,575 8,008,908
2.The amendment and restatement of the Akamai Technologies, Inc. 2013 Stock
Incentive Plan was approved
.
For 115,161,943
Against 11,705,815
Abstain 95,463
Broker Non-Votes 8,008,908
3.A non-binding, advisory proposal on the compensation of the Company's named
executive officers was approved.
For 112,161,211
Against 14,646,891
Abstain 155,119
Broker Non-Votes 8,008,908
4.The appointment of PricewaterhouseCoopers LLP as the independent registered
public accounting firm for the Company for the fiscal year ending December 31,
2021 was ratified.
For 125,422,700
Against 9,492,138
Abstain 57,291
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
Amended and Restated Akamai Technologies, Inc. 2013 Stock In centive
99.1 Plan
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