Okta, Inc. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Okta, Inc. on June 13, 2019, covering events occurring on June 13 and June 14, 2019. The filing primarily addresses corporate governance matters, including the appointment of a new director and the results of the 2019 Annual Meeting of Stockholders.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses on governance and voting results rather than financial performance.
Material Changes and Governance Actions
- Board Expansion: The Board of Directors expanded to ten members and appointed Robert L. Dixon, Jr. as a Class III director, effective June 14, 2019.
- Director Compensation: Mr. Dixon will receive an annual cash compensation of $30,000 and an initial grant of 2,715 restricted stock units vesting over three years.
- Annual Meeting Results: Stockholders voted on four proposals at the meeting held on June 13, 2019. A quorum was established with 195,642,851 votes represented.
Voting Outcomes
| Proposal | Outcome | Key Vote Counts |
|---|---|---|
| 1. Election of Directors | Approved | J. Frederic Kerrest: 151.7M For / 14.9M Withheld Rebecca Saeger: 166.1M For / 0.5M Withheld Michelle Wilson: 151.9M For / 14.7M Withheld |
| 2. Ratification of Auditors | Approved | Ernst & Young LLP: 195.2M For / 0.3M Against |
| 3. Executive Compensation (Say-on-Pay) | Approved | 163.4M For / 2.9M Against |
| 4. Frequency of Say-on-Pay Votes | Approved (1 Year) | 165.0M for 1 Year / 1.3M for 3 Years |
Outlook and Risks
Management indicated that future advisory non-binding votes on executive compensation will be held annually, consistent with stockholder preference. The next required vote on the frequency of these votes is scheduled for no later than the 2025 Annual Meeting. No specific risks, contingencies, or unusual items were disclosed in this filing.
Investor Verification Checklist
- Verify the vesting schedule and performance conditions for the 2,715 RSUs granted to Robert L. Dixon, Jr.
- Review the 2019 Proxy Statement for detailed biographies of the newly elected directors (Kerrest, Saeger, Wilson) and the new appointee (Dixon).
- Confirm the total number of outstanding shares and voting power distribution between Class A and Class B stock to understand the weighted voting impact.
- Check subsequent filings for any changes to the Board composition or executive compensation plans following the annual meeting.