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Get filing alertsAkamai shareholders approve 8M share increase for equity compensation, new ESPP at annual meeting
Filed May 13, 2026 · Period ending May 13, 2026 · ~1 min read
Key Changes
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Shareholders approved adding 8 million shares to the 2013 Stock Incentive Plan, expanding the pool available for employee stock options and restricted stock units. This represents additional dilution for existing shareholders but provides management with more equity compensation capacity.
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New 2026 Employee Stock Purchase Plan approved, allowing employees to purchase company stock at a discount through payroll deductions. ESPPs are standard retention tools but create modest shareholder dilution.
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Charter amendment grants shareholders owning 25%+ of outstanding stock the right to call special meetings outside the annual schedule. This governance change increases large shareholder power and passed with 99% support.
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All nine director nominees elected to one-year terms expiring in 2027, with vote totals ranging from 104M to 113M shares in favor. PricewaterhouseCoopers ratified as auditor for 2026 with 91% support.
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Summary
Akamai's May 13, 2026 annual meeting produced several shareholder-approved changes to equity compensation and governance. The most material item for retail investors is the 8 million share increase to the existing stock incentive plan, which expands management's ability to grant equity awards but dilutes existing shareholders.
The company also launched a new employee stock purchase plan, another dilutive but standard employee benefit. On governance, shareholders overwhelmingly approved a charter change allowing holders of 25% or more of shares to call special meetings, giving large investors more influence over corporate timing and agenda.
For retail holders, the key takeaway is modest near-term dilution from expanded equity compensation programs. The actual impact depends on Akamai's total share count and how quickly management uses the new capacity. Watch the next 10-Q for updated share count disclosures and equity grant activity. The special meeting provision is unlikely to affect most retail investors unless an activist or large institutional holder seeks to force corporate action between annual meetings.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.
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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.
Shareholders approved a new employee stock purchase plan at the May 13, 2026 annual meeting. ESPPs typically allow employees to purchase company stock at a discount through payroll deductions, which can be dilutive to existing shareholders but is a common employee benefit and retention tool.
Event · Item 5.03 — Amendments to Articles of Incorporation or Bylaws
Akamai stockholders approved charter amendment allowing 25%+ owners to call special meetings; new bylaws effective May 13, 2026.
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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”).
Stockholders approved a charter amendment granting stockholders who own at least 25% of outstanding shares the right to request special meetings. This increases stockholder power by allowing large shareholders to convene meetings outside the regular annual schedule. The amended charter became effective May 13, 2026.
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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 Board adopted new bylaws to implement the special meeting right, establishing procedures and conditions for stockholders to request meetings. Key requirements include maintaining 25% ownership through the meeting date, providing detailed information about requesting parties, and possessing both voting power and economic interest in shares. The bylaws became effective May 13, 2026.
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Akamai held its 2026 annual meeting, electing 9 directors, approving stock plans and charter amendments, and ratifying PwC as auditor.
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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
Shareholders approved an amendment to the company's 2013 Stock Incentive Plan with approximately 58% of votes cast in favor. This allows the company to continue granting equity compensation to employees and executives under the amended plan terms.
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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
Shareholders approved an amendment to the company's charter allowing certain stockholders to call special meetings. This governance change passed with approximately 99% support and enhances shareholder rights by providing a mechanism for stockholders to convene meetings outside the regular annual schedule.
Show 2 minor / wording changes
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The Company's 2026 Employee Stock Purchase Plan was approved. For 111,878,925 | Against 2,000,845 | Abstain 29,146
Shareholders overwhelmingly approved a new 2026 Employee Stock Purchase Plan with approximately 98% of votes cast in favor. This plan enables employees to purchase company stock, typically at a discount, as part of their compensation.
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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
Shareholders ratified the selection of PricewaterhouseCoopers LLP as the company's independent auditor for fiscal year 2026 with approximately 91% of votes cast in favor. This represents continuity in the company's external audit relationship.
Event · Item 9.01 — Financial Statements and Exhibits
Akamai filed amended corporate governance documents and updated equity compensation plans, routine procedural filings with no material business impact.
Show 3 minor / wording changes
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Amended and Restated Certificate of Incorporation of Akamai Technologies, Inc.
The company filed an amended and restated certificate of incorporation. This is a routine corporate governance update, typically reflecting shareholder-approved changes to the company's charter. Without the exhibit content, the specific amendments are not disclosed in the 8-K body itself.
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Akamai Technologies, Inc. 2026 Employee Stock Purchase Plan
The company adopted or amended a 2026 Employee Stock Purchase Plan, which allows employees to purchase company stock, typically at a discount. This is a standard employee benefit program and does not indicate material business changes.
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Akamai Technologies, Inc. Second Amended and Restated 2013 Stock Incentive Plan, as amended
The company filed an amended version of its 2013 Stock Incentive Plan, which governs equity awards to employees and executives. Amendments typically adjust share reserves, vesting terms, or plan administration details, usually following shareholder approval.
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Figures/quotes linked to EDGAR · Narrative written by AI · May 27, 2026 · How we verify