Okta, Inc. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Okta, Inc. on December 15, 2025, reporting events occurring on December 15, 2025, and December 18, 2025. The filing addresses changes to the composition of the Board of Directors.
Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance changes and does not contain financial performance data.
Material Changes
- Board Expansion: The Board of Directors expanded from 10 to 11 members.
- New Appointments: Rob Bernshteyn and Paul Sagan were appointed as independent directors, effective December 19, 2025.
- Director Departure: Mary Agnes (Maggie) Wilderotter resigned from the Board on December 15, 2025.
Guidance, Outlook, and Management Commentary
There is no financial guidance, outlook, or management commentary regarding business operations in this filing. Regarding the director changes:
- Ms. Wilderotter's resignation was stated to be for "reasons unforeseen at the time of her joining" and was not the result of any disagreement with the Company regarding operations, policies, or practices.
- There are no undisclosed arrangements or understandings between the new directors and other persons regarding their appointments.
Key Facts for Investor Verification
- Committee Assignments: Rob Bernshteyn was appointed to the Audit Committee and Cybersecurity Risk Committee; Paul Sagan was appointed to the Compensation Committee and Nominating Committee.
- Compensation Structure: New directors receive $35,000 in annual cash compensation and an initial grant of 5,876 restricted stock units vesting annually over three years.
- Term Lengths: Mr. Bernshteyn serves as a Class II director until the 2028 Annual Meeting; Mr. Sagan serves as a Class I director until the 2027 Annual Meeting.
- Legal Agreements: The Company has executed standard indemnification agreements with the new directors.