AKAMAI TECHNOLOGIES, INC. (NASDAQ:AKAM) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03.Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On June 5, 2018, Akamai Technologies, Inc. (the “Company”) filed a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to implement, beginning at the Company’s 2019 annual meeting of stockholders, a phase-out of the Company’s classified Board of Directors. On June 5, 2018, the Company also amended its Amended and Restated Bylaws to make conforming changes, which changes were effective immediately following the effectiveness of the Certificate of Amendment.

As disclosed in Item 5.07 below, the stockholders of the Company voted to approve these amendments at the Company’s annual meeting of stockholders held on June 1, 2018 (the “Annual Meeting”).

The foregoing description of the amendments are qualified in their entirety by reference to the Amended and Restated Certificate of Incorporation, as amended, and the Amended and Restated Bylaws, as amended, copies of which are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, and incorporated by reference herein.

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 170,556,866 shares of the Company’s common stock eligible to vote, and 144,212,610 shares present in person or represented by proxy at the Annual Meeting.

1. The following nominees were elected to the Company’s Board of Directors as Class I directors for terms expiring at the 2021 annual meeting of stockholders.

Following the Annual Meeting, (a) Pamela Craig, Jonathan Miller, Paul Sagan and Naomi Seligman, having terms expiring at the 2019 annual meeting of stockholders, and (b) Monte Ford, Tom Killalea, Frederic Salerno and Bernardus Verwaayen, having terms expiring at the 2020 annual meeting of stockholders, continued in office.

2.Amendments to the Certificate of Incorporation and Bylaws of the Company to declassify the Board of Directors were approved.

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

4. The appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2018 was ratified.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

AKAMAI TECHNOLOGIES INC Exhibit
EX-3.1 2 exhibit31amendedandrestate.htm EXHIBIT 3.1 AMENDED CHARTER Exhibit EXHIBIT 3.1AMENDED AND RESTATEDCERTIFICATE OF INCORPORATIONOFAKAMAI TECHNOLOGIES,…
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About AKAMAI TECHNOLOGIES, INC. (NASDAQ:AKAM)

Akamai Technologies, Inc. is engaged in providing cloud services for delivering, optimizing and securing content and business applications over the Internet. The Company’s across the globe distributed platform comprises approximately 200,000 servers in over 1,400 networks in over 120 countries. It is involved in offering content delivery network (CDN) services. Its services include the delivery of content, applications and software over the Internet, as well as mobile and security solutions, and enterprise professional services. Its solutions include Performance and Security Solutions, Media Delivery Solutions, and Service and Support Solutions. Performance and Security Solutions are designed to help Websites and business applications operate while offering protection against security threats. Media Delivery Solutions are designed to enable enterprises to execute their digital media distribution strategies. Service and Support Solutions offer professional services and solutions.