AKAMAI TECHNOLOGIES INC
For the period ended Dec 31, 2023. Filed Feb 28, 2024.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Feb 28, 2024
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Item 15. Exhibits, Financial Statement Schedules
(a)Documents Filed as Part of this Annual Report on Form 10-K
- Financial Statements (included in Item 8 of this Annual Report on Form 10-K):
Consolidated Statements of Stockholders' Equity for the years ended December 31, 2023, 2022 and 2021
Notes to Consolidated Financial Statements
- Financial Statement Schedules
Financial statements schedules are omitted as they are either not required or the information is otherwise included in the consolidated financial statements.
(b)Exhibits
EXHIBIT INDEX
| 3.1(A) | Amended and Restated Certificate of Incorporation of Akamai Technologies, Inc., as amended |
|---|---|
| 3.2(B) | Amended and Restated Bylaws of Akamai Technologies, Inc. |
| 3.3(C) | Amendment No. 1 to Amended and Restated Bylaws of Akamai Technologies, Inc. |
| 4.1(D) | Specimen common stock certificate |
| 4.2(E) | Indenture (including form of Notes) with respect to Akamai’s 0.125% Convertible Senior Notes due 2025, dated as of May 21, 2018, between Akamai and U.S. Bank National Association, as trustee |
| 4.3(F) | Indenture (including form of Notes) with respect to the Registrant’s 0.375% Convertible Senior Notes due September 1, 2027, dated as of August 16, 2019, between the Registrant and U.S. Bank National Association, as trustee |
| 4.4(G) | Indenture (including form of Notes) with respect to the Registrant's 1.125% Convertible Senior Notes due February 15, 2029, dated as of August 18, 2023, between Akamai Technologies, Inc. and U.S. Bank Trust Company, National Association, as trustee |
| 4.5(H) | First Supplemental Indenture with respect to 0.125% Convertible Senior Notes due 2025, dated December 16, 2021, between Akamai Technologies, Inc. and U.S. Bank National Association, as trustee |
| 4.6(H) | First Supplemental Indenture with respect to 0.375% Convertible Senior Notes due 2027, dated December 16, 2021, between Akamai Technologies, Inc. and U.S. Bank National Association, as trustee |
| 4.7(I) | Description of Registrant's Securities Registered Under Section 12 of the Exchange Act |
| 10.1(J)@ | Amended and Restated 1999 Employee Stock Purchase Plan of the Registrant |
| 10.2(K)@ | Amendment to Amended and Restated 1999 Employee Stock Purchase Plan of the Registrant |
| 10.3(L)@ | 2009 Akamai Technologies, Inc. Stock Incentive Plan |
| 10.4(M)@ | Akamai Technologies, Inc. Second Amended and Restated 2013 Stock Incentive Plan |
| 10.5(N)@ | Amendment No. 1 to Akamai Technologies, Inc. Second Amended and Restated 2013 Stock Incentive Plan |
| 10.6(O) | Linode Limited Liability Company 2022 RSU Plan |
| 10.7(P)@ | Form of Restricted Stock Unit Agreement for use under the 2013 Stock Incentive Plan, as amended (time vesting) |
| 10.8(Q)@ | Form of Restricted Stock Unit Agreement for use under the 2013 Stock Incentive Plan (performance vesting) |
| 10.9(R)@ | Form of Stock Option Agreement for use under the 2013 Stock Incentive Plan |
| 10.10(R) | Form of Deferred Stock Unit Agreement for use under the 2013 Stock Incentive Plan |
| 10.11(Q)@ | Form of Performance-Based Vesting Restricted Stock Unit Agreement with Retirement Provision |
| 10.12(Q)@ | Non-Employee Director Compensation Plan |
| 10.13(P)@ | Form of Restricted Stock Unit Agreement for use under the 2013 Stock Incentive Plan (2019) |
| 10.14(S)@ | Form Executive Bonus Plan |
| 10.15(T)@ | Akamai Technologies, Inc. Executive Severance Pay Plan, as amended |
| 10.16(U)@ | Form of Change in Control and Severance Agreement |
| 10.17(V)@ | Akamai Technologies, Inc. Policy on Departing Director Compensation |
| 10.18(W)@ | Akamai Technologies, Inc. U.S. Non-Qualified Deferred Compensation Plan |
| 10.19(X)@ | Employment Letter Agreement between the Registrant and F. Thomson Leighton dated February 25, 2013 |
| 10.20(U)@ | Amendment to Employment Letter Agreement between the Registrant and F. Thomson Leighton dated November 12, 2015 |
| 10.21(Y) | Indenture of Lease for 145 Broadway, Cambridge, Massachusetts dated November 7, 2016 |
| 10.22(Y) | Must-Take Premises and Right of First Offer Agreement among the Registrant, Boston Properties Limited Partnership and the Trustees of Ten Cambridge Center Trust dated November 7, 2016 |
| 10.23(Z) | 150 Broadway Real Property Lease Dated December 20, 2017 |
| 10.24(AA)† | Exclusive Patent and Non-Exclusive Copyright License Agreement, dated as of October 26, 1998, between the Registrant and Massachusetts Institute of Technology |
| 10.25(BB) | Credit Agreement by and among Akamai Technologies, Inc., the financial institutions identified therein as lenders and JPMorgan Chase Bank, N.A., as administrative agent, dated November 22, 2022 |
| 10.26(E) | Form of Call Option Confirmation between Akamai and each Option Counterparty |
| 10.27(E) | Form of Warrant Confirmation between Akamai and each Option Counterparty |
| 10.28(F) | Form of Call Option Confirmation between the Registrant and each Option Counterparty |
| 10.29(F) | Form of Warrant Confirmation between the Registrant and each Option Counterparty |
| 10.30(G) | Form of Call Option Transaction Confirmation between the Registrant and each Option Counterparty |
| 10.31(G) | Form of Warrant Confirmation between the Registrant and each Option Counterparty |
| 10.32(CC) | Form of Executive Annual Incentive Plan |
| 21.1 | Subsidiaries of the Registrant |
| 23.1 | Consent of Independent Registered Public Accounting Firm |
| 31.1 | Certification of Chief Executive Officer pursuant to Rule 13a- 14(a)/Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended |
| 31.2 | Certification of Chief Financial Officer pursuant to Rule 13a- 14(a)/Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended |
| 32.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.2 | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 97 | Akamai Clawback Policy |
| 101.INS | Inline XBRL Instance Document – The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.* |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document* |
| 101.CAL | Inline XBRL Taxonomy Calculation Linkbase Document* |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document* |
| 101.LAB | Inline XBRL Taxonomy Label Linkbase Document* |
| 101.PRE | Inline XBRL Taxonomy Presentation Linkbase Document* |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101.INS) |
| (A) | Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-27275, 18884226) filed with the Commission on June 6, 2018. |
|---|---|
| (B) | Incorporated by reference to the Registrant’s Annual Report on Form 8-K (File No. 000-27275, 221467934) filed with the Commission on December 16, 2022. |
| (C) | Incorporated by reference to the Registrant's Current Report on Form 8-K (File No. 000-27275, 231264379) filed with the Commission on September 19, 2023. |
| (D) | Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-85679, 99727819), as amended, filed with the Commission on October 13, 1999. |
| (E) | Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-27275, 18852548) filed with the Commission on May 22, 2018. |
| (F) | Incorporated by reference to the Registrant's Current Report on Form 8-K (File No. 000-27275, 191033874) filed with the Commission on August 16, 2019. |
| (G) | Incorporated by reference to the Registrant's Current Report on Form 8-K (File No. 000-27275, 231185826) filed with the Commission on August 18, 2023. |
| (H) | Incorporated by reference to the Registrant’s Annual Report Current Report on Form 8-K (File No. 000-27275, 211497782) filed with the Commission on December 16, 2021. |
| (I) | Incorporated by reference to the Registrant's Annual Report on Form 10-K (File No. 000-27275, 20670264) filed with the Commission on February 28, 2020. |
| (J) | Incorporated by reference to the Registrant’s Annual Report on Form 10-K (File No. 000-27275, 06691330) filed with the Commission on March 16, 2006. |
| (K) | Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q (File No. 000-27275, 08823347) filed with the Commission on May 12, 2008. |
| (L) | Incorporated by reference to the Registrant's Current Report on Form 8-K (File No. 000-27275, 11865051) filed with the Commission on May 23, 2011. |
| (M) | Incorporated by reference to the Registrant's Current Report on Form 8-K (File No. 000-27275, 22922830) filed with the Commission on May 13, 2022. |
| (N) | Incorporated by reference to the Registrant's Current Report on Form 8-K (File No. 000-27275, 23923350) filed with the Commission on May 15, 2023. |
| (O) | Incorporated by reference to the Registrant’s Registration Statement on Form S-8 filed with the Commission on March 21, 2022. |
| (P) | Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q (File No. 000-27275, 19810440) filed with the Commission on May 9, 2019. |
| (Q) | Incorporated by reference to the Registrant's Annual Report on Form 10-K (File No. 000-27275, 23685285) filed with the Commission on February 28, 2023. |
| (R) | Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q (File No. 000-27275, 131025074) filed with the Commission on August 9, 2013. |
| (S) | Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-27275, 23668192) filed with the Commission on February 24, 2023. |
| (T) | Incorporated by reference to the Registrant's Current Report on Form 8-K (File No. 000-27275, 191132693) filed with the Commission on October 2, 2019. |
| (U) | Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-27275, 22680595) filed with the Commission on February 25, 2022. |
| (V) | Incorporated by reference to the Registrant's Annual Report on form 10-K (File No. 000-27275, 17647667) filed with the Commission on February 28, 2017. |
| (W) | Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q (File No. 000-27275, 15850176) filed with the Commission on May 11, 2015. |
| (X) | Incorporated by reference to the Registrant's Annual Report on Form 10-K (File No. 000-27275, 13657899) filed with the Commission on March 1, 2013. |
| (Y) | Incorporated by reference to the Registrant's Current Report on Form 8-K (File No. 000-27275, 161988699) filed with the Commission on November 10, 2016. |
| (Z) | Incorporated by reference to the Registrant's Annual Report on Form 10-K (File No. 000-27275, 18654889) filed with the Commission on March 1, 2018. |
| (AA) | Incorporated by reference to the Registrant's Registration Statement on Form S-1/A filed with the Commission on October 28, 1999. |
| (BB) | Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-27275, 221416292) filed with the Commission on November 23, 2022. |
| (CC) | Incorporated by reference to the Registrant's Current Report on Form 8-K (File No. 000-27275, 23668192) filed with the Commission on February 24, 2023. |
| @ | Management contract or compensatory plan or arrangement filed as an exhibit to this Annual Report on Form 10-K pursuant to Item 15(b) of this Annual Report. |
|---|---|
| † | Confidential Treatment has been granted as to certain portions of this Exhibit. Such portions have been omitted and filed separately with the Securities and Exchange Commission. |
| * | Submitted electronically herewith. |
| (c) | Not applicable. |
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