AKAM » Topics » PART IV

These excerpts taken from the AKAM 10-K filed Mar 1, 2010.

PART III

 

Item 10. Directors, Executive Officers and Corporate Governance

The complete response to this Item regarding the backgrounds of our executive officers and directors and other information required by Items 401, 405 and 407 of Regulation S-K will be contained in our definitive proxy statement for our 2010 Annual Meeting of Stockholders under the captions “Executive Compensation Matters,” “Section 16(a) Beneficial Ownership Reporting Compliance” and “Corporate Governance Matters” and is incorporated herein.

Our executive officers and directors and their positions as of March 1, 2010, are as follows:

 

Name

  

Position

Paul Sagan

   President, Chief Executive Officer and Director

George H. Conrades

   Executive Chairman of the Board of Directors

F. Thomson Leighton

   Chief Scientist and Director

Debra L. Canner

   Senior Vice President — Human Resources

Melanie Haratunian

   Senior Vice President and General Counsel

Robert W. Hughes

   Executive Vice President, Global Sales, Services and Marketing

J. Donald Sherman

   Chief Financial Officer

Martin M. Coyne II

   Director

C. Kim Goodwin

   Director

Ronald L. Graham

   Director

Jill A. Greenthal

   Director

David W. Kenny

   Director

Peter J. Kight

   Director

Geoffrey A. Moore

   Director

Frederic V. Salerno

   Director

Naomi O. Seligman

   Director

We have adopted a written code of business ethics, as amended, that applies to our principal executive officer, principal financial or accounting officer or person serving similar functions and all of our other employees and members of our Board of Directors. The text of our amended code of ethics is available on our website at www.akamai.com. We did not waive any provisions of the code of business ethics during the year ended December 31, 2009. If we amend, or grant a waiver under, our code of business ethics that applies to our principal executive officer, principal financial or accounting officer, or persons performing similar functions, we intend to post information about such amendment or waiver on our website at www.akamai.com.

 

Item 11. Executive Compensation

The information required by this Item is incorporated by reference herein to our definitive proxy statement for our 2010 Annual Meeting of Stockholders under the sections captioned “Executive Compensation Matters,” “Corporate Governance Matters,” “Compensation Committee Interlocks and Insider Participation” and “Director Compensation.”

 

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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this Item is incorporated by reference herein to our definitive proxy statement for our 2010 Annual Meeting of Stockholders under the sections captioned “Executive Compensation Matters,” “Security Ownership of Certain Beneficial Owners and Management” and “Securities Authorized for Issuance Under Equity Compensation Plans.”

 

Item 13. Certain Relationships, Related Transactions, and Director Independence

The information required by this Item is incorporated by reference herein to our definitive proxy statement for our 2010 Annual Meeting of Stockholders under the sections captioned “Certain Relationships and Related Party Transactions,” “Corporate Governance Matters” and “Compensation Committee Interlocks and Insider Participation.”

 

Item 14. Principal Accountant Fees and Services

The information required by this Item is incorporated by reference herein to our definitive proxy statement for our 2010 Annual Meeting of Stockholders under the section captioned “Ratification of Selection of Independent Auditors.”

 

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PART IV

 

Item 15. Exhibits and Financial Statement Schedules

 

  (a) The following documents are included in this annual report on Form 10-K.

 

  1. Financial Statements (see Item 8 — Financial Statements and Supplementary Data included in this annual report on Form 10-K).

 

  2. The schedule listed below and the Report of Independent Registered Public Accounting Firm on Financial Statement Schedule are filed as part of this annual report on Form 10-K:

 

     Page

Schedule II — Valuation and Qualifying Accounts

   S-1

All other schedules are omitted as the information required is inapplicable or the information is presented in the consolidated financial statements and the related notes.

 

  3. The exhibits required by Item 601 of Regulation S-K and Item 15(b) of this Annual Report on Form 10-K are listed in the Exhibit Index immediately preceding the exhibits and are incorporated herein.

 

  (b) The exhibits required by Item 601 of Regulation S-K are listed in the Exhibit Index immediately preceding the exhibits and are incorporated herein.

 

  (c) Not applicable.

 

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These excerpts taken from the AKAM 10-K filed Mar 2, 2009.

PART I

SIZE="2">Forward-Looking Statements

This annual report on Form 10-K contains “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties and are based on the beliefs and assumptions of our management based on information currently
available to them. Use of words such as “believes,” “continues,” “expects,” “anticipates,” “intends,” “plans,” “estimates,” “forecasts,” “should,”
“likely” or similar expressions indicates a forward-looking statement. Forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions. Important factors that could cause actual results
to differ materially from the forward-looking statements include, but are not limited to, those set forth under the heading “Risk Factors.” We disclaim any obligation to update any forward-looking statements as a result of new information,
future events or otherwise
.

 





Item 1.Business

PART III

 

Item 10. Directors, Executive Officers and Corporate Governance

The complete response to this Item regarding the backgrounds of our executive officers and directors and other information required by Items 401, 405 and 407 of Regulation S-K will be contained in our definitive proxy statement for our 2009 Annual Meeting of Stockholders under the captions “Executive Compensation Matters,” “Section 16(a) Beneficial Ownership Reporting Compliance” and “Corporate Governance Matters” and is incorporated herein.

Our executive officers and directors and their positions as of March 2, 2009, are as follows:

 

Name

  

Position

Paul Sagan

   President, Chief Executive Officer and Director

George H. Conrades

   Executive Chairman of the Board of Directors

F. Thomson Leighton

   Chief Scientist and Director

Debra Canner

   Senior Vice President — Human Resources

Melanie Haratunian

   Senior Vice President and General Counsel

Robert W. Hughes

   Executive Vice President, Global Sales, Services and Marketing

J. Donald Sherman

   Chief Financial Officer

Martin M. Coyne II

   Director

C. Kim Goodwin

   Director

Ronald L. Graham

   Director

Jill A. Greenthal

   Director

David W. Kenny

   Director

Peter J. Kight

   Director

Geoffrey Moore

   Director

Frederic V. Salerno

   Director

Naomi O. Seligman

   Director

We have adopted a written code of business ethics, as amended, that applies to our principal executive officer, principal financial or accounting officer or person serving similar functions and all of our other employees and members of our Board of Directors. The text of our amended code of ethics is available on our website at www.akamai.com. We did not waive any provisions of the code of business ethics during the year ended December 31, 2008. If we amend, or grant a waiver under, our code of business ethics that applies to our principal executive officer, principal financial or accounting officer, or persons performing similar functions, we intend to post information about such amendment or waiver on our website at www.akamai.com.

 

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Item 11. Executive Compensation

The information required by this Item is incorporated by reference herein to our definitive proxy statement for our 2009 Annual Meeting of Stockholders under the sections captioned “Executive Compensation Matters,” “Compensation Committee Interlocks and Insider Participation” and “Director Compensation.”

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this Item is incorporated by reference herein to our definitive proxy statement for our 2009 Annual Meeting of Stockholders under the sections captioned “Security Ownership of Certain Beneficial Owners and Management” and “Securities Authorized for Issuance Under Equity Compensation Plans.”

 

Item 13. Certain Relationships, Related Transactions, and Director Independence

The information required by this Item is incorporated by reference herein to our definitive proxy statement for our 2009 Annual Meeting of Stockholders under the sections captioned “Certain Relationships and Related Party Transactions,” “Corporate Governance Matters” and “Compensation Committee Interlocks and Insider Participation.”

 

Item 14. Principal Accountant Fees and Services

The information required by this Item is incorporated by reference herein to our definitive proxy statement for our 2009 Annual Meeting of Stockholders under the section captioned “Ratification of Selection of Independent Auditors.”

 

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PART IV

 

Item 15. Exhibits and Financial Statement Schedules

 

  (a) The following documents are included in this annual report on Form 10-K.

 

  1. Financial Statements (see Item 8 — Financial Statements and Supplementary Data included in this annual report on Form 10-K).

 

  2. The schedule listed below and the Report of Independent Registered Public Accounting Firm on Financial Statement Schedule are filed as part of this annual report on Form 10-K:

 

     Page

Schedule II — Valuation and Qualifying Accounts

   S-1

All other schedules are omitted as the information required is inapplicable or the information is presented in the consolidated financial statements and the related notes.

 

  3. The exhibits required by Item 601 of Regulation S-K and Item 15(b) of this Annual Report on Form 10-K are listed in the Exhibit Index immediately preceding the exhibits and are incorporated herein.

 

  (b) The exhibits required by Item 601 of Regulation S-K are listed in the Exhibit Index immediately preceding the exhibits and are incorporated herein.

 

  (c) Not applicable.

 

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PART III

 





Item 10.Directors, Executive Officers and Corporate Governance

FACE="Times New Roman" SIZE="2">The complete response to this Item regarding the backgrounds of our executive officers and directors and other information required by Items 401, 405 and 407 of Regulation S-K will be contained in our
definitive proxy statement for our 2009 Annual Meeting of Stockholders under the captions “Executive Compensation Matters,” “Section 16(a) Beneficial Ownership Reporting Compliance” and “Corporate Governance
Matters” and is incorporated herein.

Our executive officers and directors and their positions as of March 2, 2009, are as
follows:

 

























































































































Name

  

Position

Paul Sagan

  President, Chief Executive Officer and Director

George H. Conrades

  Executive Chairman of the Board of Directors

F. Thomson Leighton

  Chief Scientist and Director

Debra Canner

  Senior Vice President — Human Resources

Melanie Haratunian

  Senior Vice President and General Counsel

Robert W. Hughes

  Executive Vice President, Global Sales, Services and Marketing

J. Donald Sherman

  Chief Financial Officer

Martin M. Coyne II

  Director

C. Kim Goodwin

  Director

Ronald L. Graham

  Director

Jill A. Greenthal

  Director

David W. Kenny

  Director

Peter J. Kight

  Director

Geoffrey Moore

  Director

Frederic V. Salerno

  Director

Naomi O. Seligman

  Director

We have adopted a written code of business ethics, as amended, that applies to our principal
executive officer, principal financial or accounting officer or person serving similar functions and all of our other employees and members of our Board of Directors. The text of our amended code of ethics is available on our website at
www.akamai.com. We did not waive any provisions of the code of business ethics during the year ended December 31, 2008. If we amend, or grant a waiver under, our code of business ethics that applies to our principal executive officer, principal
financial or accounting officer, or persons performing similar functions, we intend to post information about such amendment or waiver on our website at www.akamai.com.

SIZE="1"> 


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Item 11.Executive Compensation

The
information required by this Item is incorporated by reference herein to our definitive proxy statement for our 2009 Annual Meeting of Stockholders under the sections captioned “Executive Compensation Matters,” “Compensation Committee
Interlocks and Insider Participation” and “Director Compensation.”

 





Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%">The information required by this Item is incorporated by reference herein to our definitive proxy statement for our 2009 Annual Meeting of Stockholders
under the sections captioned “Security Ownership of Certain Beneficial Owners and Management” and “Securities Authorized for Issuance Under Equity Compensation Plans.”

STYLE="font-size:18px;margin-top:0px;margin-bottom:0px"> 





Item 13.Certain Relationships, Related Transactions, and Director Independence
STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%">The information required by this Item is incorporated by reference herein to our definitive proxy statement for our 2009 Annual Meeting of Stockholders
under the sections captioned “Certain Relationships and Related Party Transactions,” “Corporate Governance Matters” and “Compensation Committee Interlocks and Insider Participation.”

STYLE="font-size:18px;margin-top:0px;margin-bottom:0px"> 





Item 14.Principal Accountant Fees and Services

FACE="Times New Roman" SIZE="2">The information required by this Item is incorporated by reference herein to our definitive proxy statement for our 2009 Annual Meeting of Stockholders under the section captioned “Ratification of Selection of
Independent Auditors.”

 


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Table of Contents


PART IV

 





Item 15.Exhibits and Financial Statement Schedules

 






 (a)The following documents are included in this annual report on Form 10-K.

 






 1.Financial Statements (see Item 8 — Financial Statements and Supplementary Data included in this annual report on Form 10-K).
STYLE="font-size:6px;margin-top:0px;margin-bottom:0px"> 






 2.The schedule listed below and the Report of Independent Registered Public Accounting Firm on Financial Statement Schedule are filed as part of this annual report on Form 10-K:

 
















   Page

Schedule II — Valuation and Qualifying Accounts

  S-1

All other schedules are omitted as the information required is inapplicable or the information is
presented in the consolidated financial statements and the related notes.

 






 3.The exhibits required by Item 601 of Regulation S-K and Item 15(b) of this Annual Report on Form 10-K are listed in the Exhibit Index immediately preceding the exhibits
and are incorporated herein.

 






 (b)The exhibits required by Item 601 of Regulation S-K are listed in the Exhibit Index immediately preceding the exhibits and are incorporated herein.

 






 (c)Not applicable.

 


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These excerpts taken from the AKAM 10-K filed Feb 29, 2008.

PART IV

 

Item 15. Exhibits and Financial Statement Schedules

 

  (a) The following documents are included in this annual report on Form 10-K.

 

  1. Financial Statements (see Item 8 — Financial Statements and Supplementary Data included in this annual report on Form 10-K).

 

  2. The schedule listed below and the Report of Independent Registered Public Accounting Firm on Financial Statement Schedule are filed as part of this annual report on Form 10-K:

 

     Page

Schedule II — Valuation and Qualifying Accounts

   S-1

All other schedules are omitted as the information required is inapplicable or the information is presented in the consolidated financial statements and the related notes.

 

  3. The exhibits required by Item 601 of Regulation S-K and Item 15(b) of this Annual Report on Form 10-K are listed in the Exhibit Index immediately preceding the exhibits and are incorporated herein.

 

  (b) The exhibits required by Item 601 of Regulation S-K are listed in the Exhibit Index immediately preceding the exhibits and are incorporated herein.

 

  (c) Not applicable.

 

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PART IV

 






Item 15.
Exhibits and Financial Statement Schedules

 






 (a)The following documents are included in this annual report on Form 10-K.

 






 1.Financial Statements (see Item 8 — Financial Statements and Supplementary Data included in this annual report on Form 10-K).
STYLE="font-size:6px;margin-top:0px;margin-bottom:0px"> 






 2.The schedule listed below and the Report of Independent Registered Public Accounting Firm on Financial Statement Schedule are filed as part of this annual report on Form 10-K:

 
















   Page


Schedule II — Valuation and Qualifying Accounts

  S-1

All other schedules are omitted as the information required is inapplicable or the information is
presented in the consolidated financial statements and the related notes.

 






 3.The exhibits required by Item 601 of Regulation S-K and Item 15(b) of this Annual Report on Form 10-K are listed in the Exhibit Index immediately preceding the exhibits
and are incorporated herein.

 






 (b)The exhibits required by Item 601 of Regulation S-K are listed in the Exhibit Index immediately preceding the exhibits and are incorporated herein.

 






 (c)Not applicable.

 


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This excerpt taken from the AKAM 10-K filed Mar 1, 2007.
PART IV
 
Item 15.   Exhibits and Financial Statement Schedules.
 
(a) The following documents are included in this annual report on Form 10-K.
 
  1.  Financial Statements (see Item 8 — Financial Statements and Supplementary Data included in this annual report on Form 10-K).
 
  2.  The schedule listed below and the Report of Independent Registered Public Accounting Firm on Financial Statement Schedule are filed as part of this annual report on Form 10-K:
 
         
    Page
 
Schedule II — Valuation and Qualifying Accounts
  S-1
 
All other schedules are omitted as the information required is inapplicable or the information is presented in the consolidated financial statements and the related notes.
 
  3.  The exhibits required by Item 601 of Regulation S-K and Item 15(b) of this Annual Report on Form 10-K are listed in the Exhibit Index immediately preceding the exhibits and are incorporated herein.
 
(b) The exhibits required by Item 601 of Regulation S-K are listed in the Exhibit Index immediately preceding the exhibits and are incorporated herein.
 
(c) Not applicable.


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PART III
 
Item 10.   Directors and Executive Officers of the Registrant
 
The complete response to this Item regarding the backgrounds of our executive officers and directors and other information contemplated by Items 401, 405 and 406 of Regulation S-K will be contained in our definitive proxy statement for our 2006 Annual Meeting of Stockholders under the captions “Election of Directors” and “Section 16(a) Beneficial Ownership Reporting Compliance” and is incorporated herein.
 
Our executive officers and directors and their positions as of March 1, 2006, are as follows:
 
     
Name
 
Position
 
Paul Sagan
  President, Chief Executive Officer and Director
George H. Conrades
  Executive Chairman of the Board of Directors
F. Thomson Leighton
  Chief Scientist and Director
Robert Cobuzzi
  Chief Financial Officer
Melanie Haratunian
  Vice President and General Counsel
Robert W. Hughes
  Executive Vice President, Global Sales, Services and Marketing
Chris Schoettle
  Executive Vice President, Technology, Networks and Support
J. Donald Sherman.
  Senior Vice President and CFO-Elect
Cathy Welsh
  Chief Human Resources Officer
Martin M. Coyne II
  Director
C. Kim Goodwin
  Director
Ronald L. Graham
  Director
William A. Halter.
  Director
Peter J. Kight
  Director
Frederic V. Salerno
  Director
Naomi O. Seligman.
  Director
 
Our directors are elected to serve in classes as follows:
 
Class I — term expires at our 2006 annual meeting of stockholders:
 
George H. Conrades
Martin M. Coyne II
C. Kim Goodwin
 
Class II — term expires at our 2007 annual meeting of stockholders:
 
Ronald L. Graham
F. Thomson Leighton
Paul Sagan
Naomi O. Seligman
 
Class III — term expires at our 2008 annual meeting of stockholders:
 
William A. Halter
Frederic V. Salerno
Peter J. Kight
 
We have adopted a written code of business ethics, as amended, that applies to our principal executive officer, principal financial or accounting officer or person serving similar functions. The text of our amended code of ethics is available on our website at www.akamai.com. We did not waive any provisions of the code of business ethics during the year ended December 31, 2005. If we amend, or grant a waiver under, our code of business ethics that


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applies to our principal executive officer, principal financial or accounting officer, or persons performing similar functions, we intend to post information about such amendment or waiver on our website at www.akamai.com.
 
Item 11.   Executive Compensation
 
The information required by this Item is incorporated by reference herein to our definitive proxy statement for our 2006 Annual Meeting of Stockholders under the sections captioned “Executive Compensation,” “Report of the Compensation Committee,” “Compensation Committee Interlocks and Insider Participation” and “Comparative Stock Performance.”
 
Item 12.   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
 
The information required by this Item is incorporated by reference herein to our definitive proxy statement for our 2006 Annual Meeting of Stockholders under the sections captioned “Voting Securities and Votes Required” and “Security Ownership of Certain Beneficial Owners and Management,” “Section 16(a) Beneficial Ownership Reporting Compliance” And “Securities Authorized for Issuance Under Equity Compensation Plans.”
 
Item 13.   Certain Relationships and Related Transactions
 
The information required by this Item is incorporated by reference herein to our definitive proxy statement for our 2006 Annual Meeting of Stockholders under the sections captioned “Certain Relationships and Related Party Transactions” and “Compensation Committee Interlocks and Insider Participation.”
 
Item 14.   Principal Accountant Fees and Services.
 
The information required by this Item is incorporated by reference herein to our definitive proxy statement for our 2006 Annual Meeting of Stockholders under the section captioned “Ratification of Selection of Independent Auditors.”
 
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