Hello, and welcome to the 2025 Annual Meeting of Stakeholders of Akamai Technologies. Please note that today's meeting is being recorded. Following the formal part of the meeting, we'll have a question and answer session. You can submit questions or comments at any time by clicking on the message icon. It is now my pleasure to turn today's meeting over to Dan Hesse, Chair of the Board of Directors. Mr. Hesse, the floor is yours.
Good morning and welcome, everyone, to Akamai's Virtual Annual Meeting of Stakeholders. I'm Dan Hesse, Chair of the Board of Akamai Technologies. I call this meeting to order. First off, I'd like to acknowledge the members of our board who are attending today's meeting: Sharon Bowen, Marianne Brown, Monte Ford, Tom Killalea, Tom Leighton, our CEO, John Miller, Madhu Ranganathan, and Ben Verwaayen. I'd also like to welcome the members of Tom's executive staff and representatives from PwC, Akamai's audit firm. I'll now turn the meeting over to Aaron Ahola, Akamai's General Counsel and Corporate Secretary, for the formal proceedings.
Thank you, Dan, and good morning, everyone. I call your attention to the rules of conduct set forth for this meeting. These are available to each shareholder under the Documents tab in the upper right corner of the screen. A representative from Computershare, who will be acting as the inspector of elections for this meeting, is also in attendance today. If you have not voted or wish to change your vote, you may do so now by clicking on the Vote tab in the virtual meeting center site.
As indicated in the notice of meeting and accompanying documents that were made available to each shareholder, we are here today to consider the following business items: one, a vote to elect nine director nominees to serve a one-year term; two, a vote to approve an amendment to our Second Amendment and restated 2013 Stock Incentive Plan to increase the number of shares of common stock authorized for issuance thereunder by 8 million shares; three, an advisory vote to vote on our 2024 executive compensation; four, votes to approve amendments to our amended and restated certificate of incorporation to eliminate the existing supermajority vote requirements included in Article 10, which governs certain provisions related to the board quorum and stockholder nominations or other business; Article 11, which prohibits stockholder action by written consent in lieu of a meeting; and Article 12, which governs who can call special meetings of stockholders; a vote to adjourn the annual meeting to a later date or dates if necessary to solicit additional proxies to establish a quorum or if there are insufficient votes to adopt any proposal other than Proposal 8; six, a vote to ratify the selection of PricewaterhouseCoopers as the company's independent auditors for 2025; seven, an advisory vote to give shareholders the ability to call a special shareholder meeting; and eight, a vote upon a shareholder proposal to give shareholders the ability to call a special shareholder meeting if properly presented at this meeting.
We will consider the items to be voted on in the same order that they appear in your notice of meeting and the agenda. In order to allow stockholders to vote through the virtual meeting platform at any time during this meeting, I now declare the polls are open for voting. No ballots or proxies or revocations or changes will be accepted after the polls are closed. As we address each matter to be voted on, stockholders may submit a question or statement online that is relevant to the matter at hand. Subject to the rules of conduct, I will read the comment or question and moderate any replies. I have received an affidavit from the company's transfer agent, Computershare, certifying that the notice of the annual meeting and proxy statement were sent to all stockholders of record as of March 19, 2025.
Computershare has been appointed to act as inspector of elections. Computershare has indicated that there are present at this meeting in person or through representation by proxy at least 121,103,037 shares of common stock of Akamai Technologies. As a result, I hereby declare that a quorum exists. The first matter is the election of directors. The nine nominees for election at this meeting are Sharon Bowen, Marianne Brown, Monte Ford, Dan Hesse, Tom Killalea, Tom Leighton, John Miller, Madhu Ran ganathan, and Ben Verwaayen. The second matter is approval of an amendment to our Second Amended and Restated 2013 Stock Incentive Plan to increase the number of shares of common stock authorized for issuance thereunder by 8 million shares. The third matter is an advisory vote to approve Akamai's 2024 executive compensation.
Matters 4A through C are approvals of amendments to the Amended and Restated Certificate of Incorporation to eliminate the existing supermajority vote requirements included in Article 10, which governs certain provisions related to the board quorum and stockholder nominations or other business; Article 11, which prohibits stockholder action by written consent in lieu of a meeting; and Article 12, which governs who can call special meetings of stockholders. The fifth matter to be voted on is the proposal approving the adjournment of the meeting to a later date or dates if necessary to solicit additional proxies to establish a quorum or if there are insufficient votes to adopt any proposal other than Proposal 8. The sixth matter to be voted on is the ratification of the selection of PricewaterhouseCoopers as the company's independent auditors for the current fiscal year.
The seventh matter to be voted on is an advisory proposal to give shareholders the ability to call a special shareholder meeting. And the last matter to be voted on is a shareholder proposal to give shareholders the ability to call a special meeting if properly presented at this meeting. I invite Mr. Chevedden, the proponent of the proposal, to introduce this item. Mr. Chevedden, you have three minutes in which to present your proposal.
Hello, this is John Chevedden. Proposal 8, several ability to call for a special shareholder meeting. Shows asked the board of directors to take the steps necessary to amend the governing documents that give the owners of combined 10% of outstanding common stock the power to call a special shareholder meeting. Akamai has disingenuously put forth as Proposal 7 to steal votes from Proposal 8, which was submitted first. Akamai is disingenuously clever in making it seem that shareholders have a black-and-white choice between 10% of shareholders being able to call for a special shareholder meeting, this Proposal 8, and 25% of shareholders being able to call for a special shareholder meeting, Proposal 7.
However, Akamai is not upfront in telling Akamai shareholders that if Akamai shareholders vote for the vague Proposal 7, Akamai can then take Akamai shareholder approval for Proposal 7 and tack on the major restriction that all short-term Akamai shareholders are prohibited from formally calling for a special shareholder meeting. Thus, a typical group of Akamai shareholders who own 25% of long-term Akamai shares could determine that they own 40% of Akamai shares when both their long-term and short-term Akamai shares are added up. There is a bait-and-switch dynamic here. Akamai shareholders can believe they are voting for a 25% figure, and Akamai can take their vote and enact a 40% figure. Akamai is to be criticized for not being upfront about this.
There's no point to gum up the bylaws of Akamai with a useless right to call for a special meeting at the 25% figure that can then flip to a 40% figure. There is no concern that a 10% figure to call for a special shareholder meeting is too easy. It's almost unheard of for any special shareholder meeting called for by shareholders to ever occur at any company. The reason to have this right is that with this right in place, companies are more likely to engage productively with their shareholders because shareholders have a reasonable ability to call for a special shareholder meeting, this Proposal 8. Please vote yes to show their ability to call for a special shareholder meeting, Proposal 8.
Thank you, Mr. Chevedden. Mark, are there any questions or comments from stockholders on the matters up for vote?
Thanks, Aaron. At this time, there are no questions or comments related to any of the proposals.
Great. Thank you. The polls are now closed. We now have the preliminary report of the results of the meeting. Based on the report of the inspector of elections, each of the nominees for director has been elected. The amendment of Akamai's amended and restated 2013 Stock Incentive Plan to increase the number of shares of common stock authorized for issuance has been approved. The advisory resolution approving executive compensation has been approved. The proposed amendment to Article 10 of the amended and restated certificate of incorporation has been approved. The proposed amendment to Article 11 of the amended and restated certificate of incorporation has been approved. The proposed amendment to Article 12 of the amended and restated certificate of incorporation has been approved. We need not address Proposal 5 regarding adjournment given the approval of certain proposals.
The appointment of PwC as Akamai's independent auditors for the current fiscal year has been ratified. The advisory proposal to give shareholders the ability to call a special shareholder meeting has been approved. The shareholder proposal to give shareholders the ability to call a special shareholder meeting has been approved. The final vote results will be included in the Form 8-K that will be filed within four business days after this meeting. As there is no further business to come before the meeting, the formal part of this meeting is now adjourned. Turning to Q&A, today's Q&A section may contain estimates and other statements that are forward-looking under the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties and involve a number of factors that could cause actual results to differ materially from those expressed or implied by such statements.
The forward-looking statements represent our view as of today. We disclaim any obligation to update these statements to reflect future events or circumstances. Mark, do we have any questions?
At this time, subject to the rules of conduct, we would like to take any questions that you might have for us today. To ask a question, please click on the Q&A tab to submit your question or comment. I'll take a moment, Aaron, to assemble the questions. Stand by.
Great.
Aaron, at this time, we have one question. The question is, what parts of the company might be or will be impacted by tariffs?
At this point, we believe that we will incur about $10 million of tariff expense related to importing servers into the U.S., principally from Canada and Mexico. And we would depreciate this over about six years. So that's what we're looking at at this point.
Great. Thank you, Tom. So, Mark, I assume there are no other questions?
Aaron, at this time, there are no other questions.
Great. Given that, I'd like to thank everyone for attending Akamai's annual meeting and Q&A session.
This concludes the meeting. You may now disconnect.