Akamai Technologies Inc

This management proposal requests stockholder approval to amend the Second Amended and Restated 2013 Stock Incentive Plan to increase the available share pool by 8,000,000 shares. Management and the TL&C Committee argue the increase is necessary to support the company’s compensation and retention strategies, including broad-based equity incentives, annual bonus settlements in stock, and grants to new hires and executives. The proposal highlights governance protections: limitations on per-participant grants (1,000,000 shares per participant per year), prohibition on reuse of withheld shares for tax or exercise, no repricing without stockholder approval, no discounted options, and minimum vesting periods — intended to limit dilution and align with stockholder interests. Management supports the increase based on recent hiring, bonuses settled in equity, and expected award needs through the 2027 annual meeting; it cites historical repurchases that have offset dilution as a mitigating factor. Opponents could argue the increase may still expand overhang and that continued buybacks are not guaranteed; stockholders should weigh the company’s past repurchase offset, current overhang, three-year burn rate and the company’s growth plans. The Board recommends a “FOR” vote based on expected needs and governance features designed to protect shareholders.

Management seeks approval for a 2026 Employee Stock Purchase Plan reserving 9,000,000 shares, featuring both a Section 423-qualified component for US employees and a non-423 component for international jurisdictions. The ESPP enables employees to buy company stock through payroll deductions at an 85% discounted lookback price, with $25,000 annual purchase limits per participant, and offering periods typically up to 27 months. Management argues the ESPP promotes employee ownership, aligns employees with shareholders and aids in recruiting and retention. The plan uses customary guardrails (discount, purchase limits, eligibility, and compliance with local laws) to limit dilution and tax risks. From a governance perspective, stockholders should consider the maximum potential dilution relative to outstanding shares and recent burn rate; management frames the grant as proportionate to the company’s employee base and compensation philosophy. The Board recommends a “FOR” vote.

This non-binding management proposal asks shareholders to approve the company’s executive compensation program as disclosed in the proxy statement. Akamai emphasizes a pay-for-performance philosophy, substantial variable “at-risk” compensation, use of performance-based equity awards (PRSUs and relative TSR RSUs), and annual bonus modifiers linked to ESG objectives. The TL&C Committee reviews peer benchmarks, sets rigorous performance targets for annual and long-term incentives, limits on repricing and hedging, clawback policies and stock ownership guidelines — all aimed at aligning management interests with shareholders. The company notes a prior year say-on-pay support of ~87%, indicating broad investor acceptance. Investors should evaluate the mix of compensation types, payout outcomes versus performance metrics (notably revenue and non-GAAP earnings per share), and the use of relative TSR and PRSUs to balance near-term and long-term incentives. The Board recommends a “FOR” vote.

Management proposes amending the certificate of incorporation and bylaws to create a Special Meeting Right enabling stockholders or groups beneficially owning at least 25% of outstanding voting power to require the Secretary to call a special meeting, subject to procedural requirements and continued ownership through the meeting. The Board’s rationale is this threshold reflects stockholder feedback favoring 25% as an appropriate balance between empowering investors and preventing distraction and expense from frequent special meetings; the proposal is responsive to a prior 2025 advisory vote where a 25% threshold received more support than a 10% threshold. The bylaws will impose procedural safeguards (information, timing/receipt deadlines, limitations to avoid duplication with recent votes/annual meetings and verification of ownership) designed to limit abuse and ensure efficiency. Investors weighing the change should consider whether 25% is an appropriately high threshold for meaningful constituency action and how the procedural terms and verification standards could affect practical access to special meetings. The Board recommends a “FOR” vote.

This is a routine management proposal granting authority to adjourn the annual meeting if needed to solicit additional proxies to establish a quorum or obtain sufficient votes to adopt other proposals (other than Proposal 8). The requested authority is standard and provides procedural flexibility to address unforeseen circumstances, such as insufficient votes or the need for additional solicitation, without requiring reconvening a new meeting. The Board recommends a “FOR” vote.