Okta, Inc. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Okta, Inc. on August 11, 2025. The report details corporate governance changes, specifically the expansion of the Board of Directors and the appointment of two new directors effective August 13, 2025.
Key Financial Metrics
The filing does not provide current period revenue, profit, cash flow, margins, debt, or liquidity metrics. The only financial data disclosed relates to director compensation:
- Ms. Wilderotter (Prior Services): Received a $100,000 cash retainer for the fiscal year ended January 31, 2025, and 4,935 RSUs with a grant date fair value of $400,031 (fully vested December 15, 2024).
- New Directors (Standard Arrangement): Annual cash compensation of $35,000 and an initial grant of 5,826 RSUs vesting annually over three years.
Material Changes
The Board of Directors expanded from eight to ten members. The following appointments were made:
- David Schellhase: Appointed as an independent director (Class III, term until 2026 Annual Meeting). Assigned to the Compensation and Nominating and Corporate Governance Committees.
- Mary Agnes (Maggie) Wilderotter: Appointed as a non-independent director (Class II, term until 2028 Annual Meeting). Assigned to the Cybersecurity Risk and M&A Committees.
Guidance, Outlook, and Risks
This filing contains no financial guidance, outlook, management commentary on business performance, or discussion of risks and contingencies. The document focuses solely on the appointment of directors and their compensation arrangements.
Investor Verification Checklist
- Verify the effective date of the new directors' terms (August 13, 2025).
- Confirm the specific committee assignments for Mr. Schellhase and Ms. Wilderotter.
- Review the attached press release (Exhibit 99.1) for additional biographical details on the new directors.
- Note that Ms. Wilderotter has a prior relationship with the Company involving advisory services and compensation.