Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e)

At the annual meeting of stockholders of Akamai Technologies, Inc. (the "Company" or "Akamai") held on May 12, 2022 (the "Annual Meeting"), the Company's stockholders approved the amendment and restatement of the Akamai Technologies, Inc. Amended and Restated 2013 Stock Incentive Plan (the "Second Amended & Restated Plan"), which had previously been adopted by the Board of Directors subject to stockholder approval. The amendment and restatement, among other things, (i) increased the number of shares available for grant under the Second Amended & Restated Plan by 2,000,000 shares, (ii) addressed the treatment of time- and performance-based equity awards under the Second Amended and Restated Plan upon a change in control event, (iii) removed certain provisions related to Section 162(m) of the Internal Revenue Code of 1986, as amended ("Section 162(m)"), that are no longer relevant as a result of the elimination of the exemption for qualified performance-based compensation under Section 162(m), and (iv) extended the expiration date of the plan to May 12, 2032.

The description of the Second Amended & Restated Plan contained on pages 81 to 96 of the Company's Proxy Statement for the Annual Meeting , filed with the Commission on March 30, 2022, is incorporated herein by reference. A complete copy of the Second Amended & Restated Plan is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders

At the Annual Meeting, four items of business were acted upon by stockholders. There were 160,901,180 shares of the Company's common stock eligible to vote, and 133,948,675 shares present in person or by proxy at the Annual Meeting.

1.The following nominees were elected to the Company's Board of Directors for terms expiring at the 2022 annual meeting of stockholders.



     Nominees            For         Against     Abstain     Broker Non-Votes
Sharon Bowen         125,987,192    1,494,298    123,761        6,343,424
Marianne Brown       126,232,689    1,248,465    125,097        6,343,424
Monte Ford           125,071,602    2,416,499    117,150        6,343,424
Dan Hesse            119,772,409    7,715,354    117,488        6,343,424

Tom Killalea 126,938,074 549,569 117,608 6,343,424 Tom Leighton 127,219,836 278,850 106,565 6,343,424 Jonathan Miller 124,384,163 3,102,877 118,211 6,343,424 Madhu Ranganathan 121,746,902 5,746,918 111,431 6,343,424 Ben Verwaayen 123,126,007 4,362,510 116,734 6,343,424 Bill Wagner 126,047,962 1,437,818 119,471 6,343,424

2.The amendment and restatement of the Akamai Technologies, Inc. Amended and Restated 2013 Stock Incentive Plan was approved.



.
For                  113,128,936
Against               14,348,167
Abstain                128,148
Broker Non-Votes      6,343,424

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3.A non-binding, advisory proposal on the compensation of the Company's named executive officers was approved.



For                  111,751,749
Against               15,689,064
Abstain                164,438

Broker Non-Votes 6,343,424

4.The appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2022 was ratified.



For        121,157,545
Against     12,674,390
Abstain      116,740

Item 9.01 Financial Statements and Exhibits



(d) Exhibits

Exhibit No.            Description
                         Akamai Technologies, Inc. Second Amended and Restated 2013 Stock
99.1                   Incentive Plan
                       Cover page interactive data file (the cover page XBRL tags are embedded
104                    within the inline XBRL document)

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