{"url_path":"/sec/akam/8-k/2026-05-13/item-5-03","section_key":"item-5-03","section_title":"Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-13","source_url":"https://www.sec.gov/Archives/edgar/data/1086222/0001086222-26-000064-index.html","accession_number":"0001086222-26-000064","cik":"0001086222","ticker":"AKAM","issuer_name":"AKAMAI TECHNOLOGIES INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1086222/0001086222-26-000064-index.html","primary_entity_key":"0001086222","primary_entity_name":"AKAMAI TECHNOLOGIES INC"},"word_count":595,"has_tables":true,"body_markdown":"Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.\n\nAt 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”). Such A&R Charter is described in detail under “Proposal 5 Approval of an Amendment and Restatement of the Company's Amended and Restated Certificate of Incorporation to Authorize Certain Stockholders to Call a Special Meeting of Stockholders” beginning on page 98 of the Proxy Statement. The Board had previously approved the A&R Charter, subject to stockholder approval.\n\nThe A&R Charter became effective immediately upon the Company's filing of the A&R Charter with the Secretary of State of the State of Delaware on May 13, 2026. The foregoing description of the A&R Charter does not purport to be complete and is qualified in its entirety by reference to the full text of the A&R Charter, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.\n\nIn addition, 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 New Bylaws include certain information, procedures and conditions for stockholders to be able to request the Company to call a special meeting, including, but not limited to:\n\n•only stockholders or beneficial owners (or a group of stockholders or beneficial owners formed for the purpose of making such request) who have beneficial ownership of 25% or more of the issued and outstanding shares of capital stock of the Company as of the record date for the request to call a special meeting and date of submission of the request may request the Company call a special meeting;\n\n•for the purpose of determining if stockholders or beneficial owners requesting a special meeting satisfy the 25% ownership threshold, a person will be considered to own shares or act on behalf of beneficial owners\n\nwho own shares representing 25% or more if the stockholder or beneficial owner possesses both the voting power and investment rights and economic interest in the outstanding shares;\n\n•the requesting stockholder or beneficial owner must continue to satisfy that level of stock ownership through the date of the proposed special meeting of stockholders;\n\n•additional information must be provided regarding the stockholder(s) or owner(s) requesting the special meeting and the proposed special meeting, as set forth in the New Bylaws, as amended from time to time; and\n\n•the requesting stockholder(s) or beneficial owner(s) must satisfy such additional terms, conditions and limitations as may be set forth in the New Bylaws, as amended from time to time.\n\nThe Board’s approval of the New Bylaws was contingent upon the stockholders’ approval of the A&R Charter. The New Bylaws became effective on May 13, 2026, upon the filing of the A&R Charter with the Secretary of State of the State of Delaware. The foregoing description of the changes contained in the New Bylaws is qualified in its entirety by reference to the full text of the New Bylaws, a copy of which is attached as Exhibit 3.2 to this Current Report on Form 8-K and incorporated herein by reference."}