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 23, 2006
(Date of earliest event reported)
AKAMAI TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Charter)
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0-27275
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04-3432319 |
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
8 Cambridge Center, 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))
TABLE OF CONTENTS
Item 1.01 Entry into Material Definitive Agreement
On May 23, 2006, the stockholders of Akamai Technologies, Inc. (“Akamai”) approved the
adoption of the Akamai Technologies, Inc. 2006 Stock Incentive Plan (the “2006 Plan”). The 2006
Plan allows for the issuance of up to 7.5 million shares of Akamai common stock, subject to
adjustment, in the form of options, shares of restricted stock, restricted stock units, deferred
stock units and other equity awards. The foregoing description of the 2006 Plan is qualified in
its entirety by the full text of Exhibit 10.1 hereto.
On May 23, 2006, as part of its annual director compensation review, the Akamai Board of
Directors approved changes in the annual equity compensation of its Executive Chairman and the
non-employee members of the Board of Directors. The Executive Chairman and each non-employee
director will now be issued a number of deferred stock units (“DSUs”) having a value of $120,000
based on the closing sale price of Akamai’s common stock on the date of its annual meeting of
stockholders. In addition, Akamai’s Executive Chairman and its Lead Director are entitled to
$40,000 of additional compensation, of which $20,000 is paid in cash and $20,000 is paid in DSUs.
Chairs of the Audit Committee and the Compensation Committee are entitled to $25,000 in additional
compensation, of which $5,000 in paid in cash and $20,000 is paid in DSUs. The Chair of the
Nominating and Corporate Governance Committee is entitled to $10,000 of additional compensation, of
which $5,000 is paid in cash and $5,000 is paid in DSUs. The foregoing description of the amended
compensation plan for the Executive Chairman and non-employee directors is qualified in its
entirety by the full text of Exhibit 10.2 hereto.